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                                                                   Exhibit 10.20

                              SKILLSOFT CORPORATION

                 2001 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

The purpose of this Plan is to provide eligible employees of certain non-U.S.
subsidiaries of SkillSoft Corporation (the "Company") with opportunities to
purchase shares of the Company's common stock, $.001 par value (the "Common
Stock"), commencing on August 1, 2001. Fifty Thousand (50,000) shares of Common
Stock in the aggregate have been approved for this purpose.

      1. Administration. The Plan will be administered by the Company's Board of
Directors (the "Board") or by a committee or person appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.

      2. Eligibility. All employees of any non-U.S. subsidiary of the Company
designated by the Board or the Committee from time to time (a "Designated
Subsidiary"), excluding officers and directors of the Company who are employees
of a Designated Subsidiary, are eligible to participate in any one or more of
the offerings of Options (as defined in Section 9) to purchase Common Stock
under the Plan provided that:

            (a) to the extent that local law permits such a requirement, they
      are customarily employed by the Designated Subsidiary for more than 20
      hours a week and for more than five months in a calendar year;

            (b) to the extent that local law permits such a requirement, they
      are employees of the Designated Subsidiary on the first day of the
      applicable Plan Period (as defined below) and have been employed by the
      Designated Subsidiary for at least six (6) months prior to enrolling in
      the Plan; and

            (c) they meet any other requirements imposed from time to time by
      the Board or Committee on employees of one or more subsidiaries.

      No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the U.S. Internal Revenue Code of 1986, as amended (the "Code) shall apply in
determining the stock ownership of an employee, and all stock which the employee
has a contractual right to purchase shall be treated as stock owned by the
employee.

      3. Offerings. The Company will make one or more offerings ("Offerings") to
employees to purchase stock under this Plan. The first Offering will begin on
August 1 and end on December 31, 2001. Thereafter, Offerings will begin each
January 1 and July 1, or the first business day thereafter and end on the
following June 30 or December 31, respectively. The first day of each Offering
is referred to herein as an "Offering Commencement Date" and the period of each
Offering is referred to herein as a "Plan Period." During each Plan Period,
payroll deductions, or other manner of payment, will be made and held for the
purchase of Common


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Stock at the end of the Plan Period. The Board or the Committee may, at its
discretion, choose a different Plan Period of twelve (12) months or less for
subsequent Offerings.

      4. Participation.

            (a) Enrollment. An employee eligible on the Offering Commencement
      Date of any Offering may participate in such Offering by enrolling, in
      such manner and at such time approved, from time to time, by the Board or
      Committee prior to the applicable Offering Commencement Date. The
      enrollment form will authorize a regular payroll deduction, or such other
      manner of payment that is consistent with applicable law, from the
      Compensation received by the employee during the Plan Period. Unless an
      employee changes his enrollment in a manner prescribed by the Board or
      Committee from time to time, or withdraws from the Plan, his deductions
      and purchases will continue at the same rate for future Offerings under
      the Plan as long as the Plan remains in effect. The term "Compensation"
      shall be defined by the Board or Committee from time to time, but until
      modified shall mean regular base salary, excluding overtime, shift
      premium, incentive or bonus awards, allowances and reimbursements for
      expenses such as relocation allowances for travel expenses, income or
      gains on the exercise of Company stock options or stock appreciation
      rights, and similar items, but including, in the case of salespersons,
      sales commissions to the extent determined by the Board or the Committee.

            (b) Tax Withholding Authorized. The enrollment of each employee
      shall constitute such participating employee's authorization of his or her
      employer to deduct from such employee's compensation in the relevant month
      or months (or subsequent months, if appropriate) any amount necessary for
      the payment or reimbursement of any tax liability payable by such employee
      with respect to the grant or exercise of the options hereunder, or the
      sale of any stock acquired through the exercise of such option.

      5. Deductions. The Company will maintain payroll deduction accounts for
all participating employees. With respect to any Offering made under this Plan,
an employee may authorize a payroll deduction, or other manner of payment, in
any dollar amount up to a maximum of 15% of the Compensation he or she receives
during the Plan Period or such shorter period during which deductions from
payroll are made. The minimum payroll deduction is such percentage of
compensation as may be established from time to time by the Board or the
Committee. All amounts deducted may be transferred to an account of the Company
or the Designated Subsidiary outside the country in which such employee is
employed (the "Sweep Date"). The payroll deductions, or other manner of payment,
shall be made in the applicable local currency and will be converted into United
States currency at the prevailing rate of exchange in effect on the Exercise
Date (as defined below) or the Sweep Date, or on such other date determined by
the Board or Committee.

      No employee may be granted an Option (as defined in Section 9) which
permits his rights to purchase Common Stock under this Plan and any other
employee stock purchase plan (as defined by the Committee or the Board) of the
Company and its subsidiaries, to accrue at a rate which exceeds USD 25,000 of
the fair market value of such Common Stock (determined at the


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Offering Commencement Date of the Plan Period) for each calendar year in which
the Option is outstanding at any time.

      6. Deduction Changes. An employee may increase, decrease or discontinue
his payroll deduction once during any Plan Period, in such manner as is
permitted by the Board or Committee. If an employee elects to discontinue his
payroll deductions during a Plan Period, but does not elect to withdraw his
funds pursuant to Section 8 hereof, funds deducted prior to his election to
discontinue will be applied to the purchase of Common Stock on the Exercise Date
(as defined below).

      7. Interest. Interest will not be paid on any employee accounts, except to
the extent that the Board or the Committee, in its sole discretion, elects to
credit employee accounts with interest at such per annum rate as it may from
time to time determine.

      8. Withdrawal of Funds. An employee may at any time prior to the close of
business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee's account, which
will be paid in the local currency, and thereby withdraw from participation in
an Offering. Partial withdrawals are not permitted. The employee may not begin
participation again during the remainder of the Plan Period. The employee may
participate in any subsequent Offering in accordance with terms and conditions
established by the Board or the Committee.

      9. Purchase of Shares. On the Offering Commencement Date of each Plan
Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option ("Option") to purchase on the last business
day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, the largest number of whole shares of Common Stock of the Company
as does not exceed the number of shares determined by multiplying USD 2,083 by
the number of full months in the Offering Period and dividing the result by the
closing price (as defined below) on the Offering Commencement Date of such Plan
Period. No more than an aggregate of 10,000 shares of Common Stock may be issued
in any Plan Period (the "Plan Period Limit"). The Board or the Committee may, at
its discretion, increase or decrease the Plan Period Limit at any time, and from
time to time.

      The purchase price for each share purchased will be 85% of the closing
price of the Common Stock on (i) the first business day of such Plan Period or
(ii) the Exercise Date, whichever closing price shall be less. Such closing
price shall be (a) the closing price on any national securities exchange on
which the Common Stock is listed, (b) the closing price of the Common Stock on
the Nasdaq National Market or (c) the average of the closing bid and asked
prices in the over-the-counter-market, whichever is applicable, as published in
The Wall Street Journal. If no sales of Common Stock were made on such a day,
the price of the Common Stock for purposes of clauses (a) and (b) above shall be
the reported price for the next preceding day on which sales were made.

      Each employee who continues to be a participant in the Plan on the
Exercise Date shall be deemed to have exercised his Option at the Option Price
on such date and shall be deemed to have purchased from the Company the number
of full shares of Common Stock reserved for the purpose of the Plan that his
accumulated payroll deductions on such date will pay for, in United


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States currency as of that date, but not in excess of the maximum number
determined in the manner set forth above.

      Any balance remaining in an employee's payroll deduction account at the
end of a Plan Period will be automatically refunded to the employee in the local
currency, except that any balance which is less than the purchase price of one
share of Common Stock will be carried forward into the employee's payroll
deduction account for the following Offering, unless the employee elects not to
participate in the following Offering under the Plan, in which case the balance
in the employee's account shall be refunded.

      10. Issuance of Certificates. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or (in the Company's sole discretion) in the name
of a brokerage firm, bank or other nominee holder designated by the employee.
The Company may, in its sole discretion and in compliance with applicable laws,
authorize the use of book entry registration of shares in lieu of issuing stock
certificates.

      11. Rights on Retirement, Death or Termination of Employment. In the event
of a participating employee's termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee's account shall be
paid to the employee or, in the event of the employee's death (and subject to
the terms of the applicable law), (a) to a beneficiary previously designated in
a revocable notice signed by the employee (with any spousal consent required
under local law) or (b) in the absence of such a designated beneficiary, to the
personal representative of the employee's estate or (c) if no such personal
representative has been appointed to the knowledge of the Company, to such other
person(s) as the Company may, in its discretion, designate. If, prior to the
last business day of the Plan Period, the Designated Subsidiary by which an
employee is employed shall cease to be a subsidiary of the Company, or if the
employee is transferred to a subsidiary of the Company that is not a Designated
Subsidiary, the employee shall be deemed to have terminated employment for the
purposes of this Plan.

      12. Optionees Not Stockholders. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.

      13. Rights Not Transferable. Rights under this Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

      14. Application of Funds. To the extent consistent with applicable law,
all funds received or held by the Company or any Designated Subsidiary under
this Plan may be combined with other corporate funds and may be used for any
corporate purpose and transferred outside the country in which they are deducted
from payroll.


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      15. Adjustment in Case of Changes Affecting Common Stock. In the event of
a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, shall be increased proportionately, and
such other adjustment shall be made as may be deemed equitable by the Board or
the Committee. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.

      16. Merger. If the Company shall at any time merge or consolidate with
another corporation and the holders of the capital stock of the Company
immediately prior to such merger or consolidation continue to hold at least 80%
by voting power of the capital stock of the surviving corporation ("Continuity
of Control"), the holder of each Option then outstanding will thereafter be
entitled to receive at the next Exercise Date upon the exercise of such Option
for each share as to which such Option shall be exercised the securities or
property which a holder of one share of the Common Stock was entitled to upon
and at the time of such merger or consolidation, and the Board or the Committee
shall take such steps in connection with such merger or consolidation as the
Board or the Committee shall deem necessary to assure that the provisions of
Section 15 shall thereafter be applicable, as nearly as reasonably may be, in
relation to the said securities or property as to which such holder of such
Option might thereafter be entitled to receive thereunder.

      In the event of a merger or consolidation of the Company with or into
another corporation which does not involve Continuity of Control, or of a sale
of all or substantially all of the assets of the Company while unexercised
Options remain outstanding under the Plan, (a) subject to the provisions of
clauses (b) and (c), after the effective date of such transaction, each holder
of an outstanding Option shall be entitled, upon exercise of such Option, to
receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received pursuant to the
terms of such transaction; or (b) all outstanding Options may be cancelled by
the Board or the Committee as of a date prior to the effective date of any such
transaction and all payroll deductions shall be paid out to the participating
employees; or (c) all outstanding Options may be cancelled by the Board or the
Committee as of the effective date of any such transaction, provided that notice
of such cancellation shall be given to each holder of an Option, and each holder
of an Option shall have the right to exercise such Option in full based on
payroll deductions then credited to his account as of a date determined by the
Board or the Committee, which date shall not be less than ten (10) days
preceding the effective date of such transaction.

      17. Amendment of the Plan. The Board may at any time, and from time to
time, amend this Plan in any respect.

      18. Insufficient Shares. In the event that (a) the total number of shares
of Common Stock specified in elections to be purchased under any Offering
exceeds the maximum number of shares issuable in such Offering or (b) if the
total number of shares of Common Stock specified in elections to be purchased
under any Offering plus the number of shares purchased under previous Offerings
under this Plan exceeds the maximum number of shares issuable under this Plan,
the Board or the Committee will allot the shares then available on a pro rata
basis.


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      19. Termination of the Plan. This Plan may be terminated at any time by
the Board. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded in local currency.

      20. Governmental Regulations. The Company's obligation to sell and deliver
Common Stock under this Plan is subject to listing on a U.S. national stock
exchange or quotation on the Nasdaq National Market (to the extent the Common
Stock is then so listed or quoted) and the approval of all applicable
governmental authorities required in connection with the authorization, issuance
or sale of such stock.

      21. Governing Law. The Plan shall be governed by Delaware law except to
the extent that such law is preempted by U.S. federal law or other applicable
law.

      22. Issuance of Shares. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

      23. Notification upon Sale of Shares. Each employee agrees, by entering
the Plan, to promptly give the Company notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.

      24. Effective Date and Approval of Shareholders. The Plan shall take
effect on July 23, 2001.

                                    Adopted by the Board of Directors
                                    on July 23, 2001


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