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                                                                    EXHIBIT 10.2

                                   SMARTFORCE

                        1995 EMPLOYEE SHARE PURCHASE PLAN



       The following constitute the provisions of the Employee Share Purchase
Plan of SmartForce.

1.     Purpose. The purpose of the Plan is to provide employees of the Company
       and its Designated Subsidiaries with an opportunity to purchase Ordinary
       Shares of the Company through accumulated payroll deductions. It is the
       intention of the company to have the Plan qualify as an "Employee Share
       Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
       amended. The provisions of the Plan, accordingly, shall be construed so
       as to extend and limit participation in a manner consistent with the
       requirements of that section of the Code.

2.     Definitions.

       (a)    "Board" shall mean the Board of Directors of the SmartForce.

       (b)    "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (c)    "Ordinary Shares" shall mean the ordinary shares of the
              SmartForce.

       (d)    "Company" shall mean SmartForce and any Designated Subsidiary of
              the Company.

       (e)    "Compensation" shall mean all base straight time gross earnings,
              sales commissions and bonuses, but shall exclude payments for
              overtime, shift premiums, and other compensation.

       (f)    "Designated Subsidiaries" shall mean the Subsidiaries which have
              been designated by the Board from time to time in its sole
              discretion as eligible to participate in the Plan.

       (g)    "Employee" shall mean any individual who is an Employee of the
              Company for tax purposes whose customary employment with the
              Company is at least twenty (20) hours per week and more than five
              (5) months in any calendar year. For purposes of the Plan, the
              employment relationship shall be treated as continuing intact
              while the individual is on sick leave or other leave of absence
              approved by the Company. Where the period of leave exceeds ninety
              (90) days and the individual's right to reemployment is not
              guaranteed either by statute or by contract, the employment
              relationship will be deemed to have terminated on the 91st day of
              such leave.

       (h)    "Enrollment Date" shall mean the first day of each Offering
              Period.

       (i)    "Exercise Date" shall mean the last day of each Offering Period.

       (j)    "Fair Market Value" shall mean, as of any date, the value of
              Ordinary Shares determined as follows:

              (1)    If the Ordinary Shares are listed on any established
                     exchange or a national market system, including without
                     limitation the Nasdaq National Market of the National
                     Association of Securities Dealers, Inc. Automated Quotation
                     ("NASDAQ") System, the Fair Market Value of an Ordinary
                     Share shall be the closing sale price of an Ordinary Share
                     (or the mean of the closing bid and asked prices, if no
                     sales were reported), as quoted on such exchange (or the
                     exchange with the greatest volume of trading in Ordinary
                     Shares) or system on the date of such determination, as
                     reported in The Wall Street Journal or such other source as
                     the Board deems reliable, or;

              (2)    If the Ordinary Shares are quoted on the NASDAQ System (but
                     not on the Nasdaq National Market thereof) or is 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 of the closing bid and asked prices
                     of an Ordinary Share on the date of such determination, as
                     reported in The Wall Street Journal or such other source as
                     the Board deems reliable, or;

              (3)    In the absence of an established market for the Ordinary
                     Shares, the Fair Market Value thereof shall be determined
                     in good faith by the Board.
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              (4)    For purposes of the Enrollment Date under the first
                     Offering Period under the Plan, the Fair Market Value shall
                     be the initial price to the public as set forth in the
                     final Prospectus included within the Registration Statement
                     on Form S-1 filed with the Securities and Exchange
                     Commission for the initial public offering of the Company's
                     Ordinary Shares.

       (k)    "Offering Period" shall mean a period of approximately six (6)
              months, commencing on the first Trading Day on or after May 1 and
              terminating on the last Trading Day in the period ending the
              following October 31, or commencing on the first Trading Day on or
              after November 1 and terminating on the last Trading Day in the
              period ending the following April 30, during which an option
              granted pursuant to the Plan may be exercised. The first Offering
              Period shall begin on the effective date of the Company's initial
              public offering of its Ordinary Shares that are registered with
              the Securities and Exchange Commission and shall end on the last
              trading day on or before October 31, 1995. The duration of
              Offering Periods may be changed pursuant to Section 4 of this
              Plan.

       (l)    "Plan" shall mean this Employee Share Purchase Plan.

       (m)    "Purchase Price" shall mean an amount equal to 85% of the Fair
              Market Value of an Ordinary Share on the Enrollment Date or on the
              Exercise Date, whichever is lower. In no event shall the Purchase
              Price be less than the par value of an Ordinary Share.

       (n)    "Reserves" shall mean the number of Ordinary Shares covered by
              each option under the Plan which have not yet been exercised and
              the number of Ordinary Shares which have been authorized for
              issuance under the Plan but not yet placed under option.

       (o)    "Subsidiary" shall mean a corporation, domestic or foreign, of
              which not less than fifty percent (50%) of the voting shares are
              held by the Company or a Subsidiary, whether or not such
              corporation now exists or is hereafter organized or acquired by
              the Company or a Subsidiary.

       (p)    "Trading Day" shall mean a day on which national exchanges and the
              NASDAQ System are open for trading.

3.     Eligibility.

       (a)    Any Employee (as defined in Section 2(g)), who shall be employed
              by the Company on a given Enrollment Date shall be eligible to
              participate in the Plan.

       (b)    Any provisions of the Plan to the contrary notwithstanding, no
              Employee shall be granted an option under the Plan (i) to the
              extent, immediately after the grant, such Employee (or any other
              person whose shares would be attributed to such Employee pursuant
              to Section 424(d) of the Code) would own issued capital of the
              Company and/or hold outstanding options to purchase such shares
              possessing five percent (5%) or more of the total combined voting
              power or value of all classes of the issued capital of the Company
              or of any Subsidiary, or (ii) to the extent his or her rights to
              purchase shares under all employee share purchase plans of the
              Company and its subsidiaries to accrue at a rate which exceeds
              Twenty-Five Thousand Dollars ($25,000) worth of shares (determined
              at the fair market value of the shares at the time such option is
              granted) for each calendar year in which such option is
              outstanding at any time.

4.     Offering Periods. The Plan shall be implemented by consecutive Offering
       Periods with a new Offering Period commencing on the first Trading Day on
       or after May 1 and November 1 each year, or on such other date as the
       Board shall determine, and continuing thereafter until terminated in
       accordance with Section 19 hereof. The first Offering Period shall begin
       on the effective date of the Company's initial public offering of its
       Ordinary Shares that is registered with the Securities and Exchange
       Commission. The Board shall have the power to change the duration of
       Offering Periods(including the commencement dates thereof) with respect
       to future offerings without shareholder approval if such change is
       announced at least fifteen (15) days prior to the scheduled beginning of
       the first Offering Period to be affected thereafter.

5.     Participation.

       (a)    An eligible Employee may become a participant in the Plan by
              completing a subscription agreement authorizing payroll deductions
              in the form of Exhibit A to this Plan and filing it with the
              Company's payroll office prior to the applicable Enrollment Date.

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       (b)    Payroll deductions for a participant shall commence on the first
              payroll following the Enrollment Date and shall end on the last
              payroll in the Offering Period to which such authorization is
              applicable, unless sooner terminated by the participant as
              provided in Section 10 hereof.

6.     Payroll Deductions.

       (a)    At the time a participant files his or her subscription agreement,
              he or she shall elect to have payroll deductions made on each pay
              day during the Offering Period in an amount not exceeding twenty
              percent (20%) of the Compensation which he or she receives on each
              pay day during the Offering Period.

       (b)    All payroll deductions made for a participant shall be credited to
              his or her account under the Plan and will be withheld in whole
              percentages only. A participant may not make any additional
              payments into such account.

       (c)    A participant may discontinue his or her participation in the Plan
              as provided in Section 10 hereof, or may increase or decrease the
              rate of his or her payroll deductions during the Offering Period
              by completing or filing with the Company a new subscription
              agreement authorizing a change in payroll deduction rate. The
              Board may, in its discretion, limit the number of participation
              rate changes during any Offering Period. The change in rate shall
              be effective with the first full payroll period following five (5)
              business days after the Company's receipt of the new subscription
              agreement unless the Company elects to process a given change in
              participation more quickly. A participant's subscription agreement
              shall remain in effect for successive Offering Periods unless
              terminated as provided in Section 10 hereof.

       (d)    Notwithstanding the foregoing, to the extent necessary to comply
              with Section 423(b)(8) of the Code and Section 3(b) hereof, a
              participant's payroll deductions may be decreased to zero percent
              (0%) at such time during any Offering Period which is scheduled to
              end during the current calendar year (the "Current Offering
              Period") that the aggregate of all payroll deductions which were
              previously used to purchase shares under the Plan in a prior
              Offering Period which ended during that calendar year plus all
              payroll deductions accumulated with respect to the Current
              Offering Period equal $21,250. Payroll deductions shall recommence
              at the rate provided in such participant' s subscription agreement
              at the beginning of the first Offering Period which is scheduled
              to end in the following calendar year, unless terminated by the
              participant as provided in Section 10 hereof.

       (e)    At the time the option is exercised, in whole or in part, or at
              the time some or all of the Company's Ordinary Shares issued under
              the Plan is disposed of, the participant must make adequate
              provision for the Company's federal, state, or other tax
              withholding obligations, if any, which arise upon the exercise of
              the option or the disposition of the Ordinary Shares. At any time,
              the Company may, but will not be obligated to, withhold from the
              participant's compensation the amount necessary for the Company to
              meet applicable withholding obligations, including any withholding
              required to make available to the Company any tax deductions or
              benefits attributable to sale or early disposition of Ordinary
              Shares by the Employee.

7.     Grant of Option. On the Enrollment Date of each Offering Period, each
       eligible Employee participating in such Offering Period shall be granted
       an option to purchase on the Exercise Date of such Offering Period (at
       the applicable Purchase Price) up to a number of shares of the Company's
       Ordinary Shares determined by dividing such Employee's payroll deductions
       accumulated prior to such Exercise Date and retained in the Participant's
       account as of the Exercise Date by the applicable Purchase Price. In no
       event shall an Employee be permitted to purchase during each Offering
       Period more than a number of Shares determined by dividing $50,000 by the
       Fair Market Value of a share of the Company's Ordinary Shares on the
       Enrollment Date. Each such purchase shall be subject to the limitations
       set forth in Sections 3(b) and 12 hereof. Exercise of the option shall
       occur as provided in Section 8 hereof, unless the participant has
       withdrawn pursuant to Section 10 hereof, and shall expire on the last day
       of the Offering Period.

8.     Exercise of Option. Unless a participant withdraws from the Plan as
       provided in Section 10 hereof, his or her option for the purchase of
       shares shall be exercised automatically on the Exercise Date, and the
       maximum number of full shares subject to option shall be purchased for
       such participant at the applicable Purchase Price with the accumulated
       payroll deductions in his or her account. No fractional shares shall be
       purchased; any payroll deductions accumulated in a participant's account
       which are not sufficient to purchase a full share shall be retained in
       the participant' s account for the subsequent Offering Period, subject to
       earlier withdrawal
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       by the participant as provided in Section 10 hereof. Any other monies
       left over in a participant's account after the Exercise Date shall be
       returned to the participant. During a participant's lifetime, a
       participant's option to purchase shares hereunder is exercisable only by
       him or her.

9.     Delivery. Shares purchased by a participant upon exercise of his or her
       option shall, at the election of the participant, be issued (i) in the
       name of the participant or the participant and the participant's spouse,
       or (ii) in the name of AIB Custodial Nominees Limited, having its
       registered office at P.O. Box 518, IFSC, Dublin 1, Ireland, to hold the
       shares as nominee and on behalf of the participant and subject to the
       participant's instructions.

10.    Withdrawal; Termination of Employment.

       (a)    A participant may withdraw all but not less than all the payroll
              deductions credited to his or her account and not yet used to
              exercise his or her option under the Plan at any time by giving
              written notice to the Company in the form of Exhibit B to this
              Plan. All of the participant's payroll deductions credited to his
              or her account will be paid to such participant promptly after
              receipt of notice of withdrawal and such participant's option for
              the Offering Period will be automatically terminated, and no
              further payroll deductions for the purchase of shares will be made
              during the Offering Period. If a participant withdraws from an
              Offering Period, payroll deductions will not resume at the
              beginning of the succeeding Offering Period unless the participant
              delivers to the Company a new subscription agreement.

       (b)    Upon a participant's ceasing to be an Employee (as defined in
              Section 2(g)hereof) for any reason, he or she will be deemed to
              have elected to withdraw from the Plan and the payroll deductions
              credited to such participant's account during the Offering Period
              but not yet used to exercise the option will be returned to such
              participant or, in the case of his or her death, to the person or
              persons entitled thereto under Section 14 hereof, and such
              participant's option will be automatically terminated. The
              preceding sentence notwithstanding, a participant who receives
              payment in lieu of notice of termination of employment shall be
              treated as continuing to be an Employee for the participant's
              customary number of hours per week of employment during the period
              in which the participant is subject to such payment in lieu of
              notice.

       (c)    A participant's withdrawal from an Offering Period will not have
              any effect upon his or her eligibility to participate in any
              similar plan which may hereafter be adopted by the Company or in
              succeeding Offering Periods which commence after the termination
              of the Offering Period from which the participant withdraws.

11.    Interest. No interest shall accrue on the payroll deductions of a
       participant in the Plan.

12.    Shares.

       (a)    The maximum number of the Company's Ordinary Shares which shall be
              made available for sale under the Plan shall be 2,000,000 Ordinary
              Shares (which will be represented by 2,000,000 American Depositary
              Shares), subject to adjustment upon changes in capitalization of
              the Company as provided in Section 18 hereof. If on a given
              Exercise Date the number of shares with respect to which options
              are to be exercised exceeds the number of shares then available
              under the Plan, the Company shall make a pro rata allocation of
              the shares remaining available for purchase in as uniform a manner
              as shall be practicable and as it shall determine to be equitable.

       (b)    The participant will have no interest or voting right in shares
              covered by his option until such option has been exercised.



13.    Administration.

       (a)    Administrative Body. The Plan shall be administered by the Board
              or a committee of members of the Board appointed by the Board. The
              Board or its committee shall have full and exclusive discretionary
              authority to construe, interpret and apply the terms of the Plan,
              to determine eligibility and to adjudicate all disputed claims
              filed under the Plan. Every finding, decision and determination
              made by the Board or its committee shall, to the full extent
              permitted by law, be final and binding upon all parties.
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       (b)    Rule 16b-3 Limitations. Notwithstanding the provisions of
              Subsection (a) of this Section 13, in the event that Rule 16b-3
              promulgated under the Securities Exchange Act of 1934, as amended
              (the "Exchange Act"), or any successor provision ("Rule 16b-3")
              provides specific requirements for the administrators of plans of
              this type, the Plan shall be administered only by such a body and
              in such a manner as shall comply with the applicable requirements
              of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion
              concerning decisions regarding the Plan shall be afforded to any
              committee or person that is not "disinterested" as that term is
              used in Rule 16b-3.

14.    Designation of Beneficiary.

       (a)    A participant may file a written designation of a beneficiary who
              is to receive any shares and cash, if any, from the participant's
              account under the Plan in the event of such participant's death
              subsequent to an Exercise Date on which the option is exercised
              but prior to delivery to such participant of such shares and cash.
              In addition, a participant may file a written designation of a
              beneficiary who is to receive any cash from the participant's
              account under the Plan in the event of such participant's death
              prior to exercise of the option. If a participant is married and
              the designated beneficiary is not the spouse, spousal consent
              shall be required for such designation to be effective.

       (b)    Such designation of beneficiary may be changed by the participant
              at any time by written notice. In the event of the death of a
              participant and in the absence of a beneficiary validly designated
              under the Plan who is living at the time of such participant's
              death, the Company shall deliver such shares and/or cash to the
              executor or administrator of the estate of the participant, or if
              no such executor or administrator has been appointed (to the
              knowledge of the Company), the Company, in its discretion, may
              deliver such shares and/or cash to the spouse or to any one or
              more dependents or relatives of the participant, or if no spouse,
              dependent or relative is known to the Company, then to such other
              person as the Company may designate.

15.    Transferability. Neither payroll deductions credited to a participant's
       account nor any rights with regard to the exercise of an option or to
       receive shares under the Plan may be assigned, transferred, pledged or
       otherwise disposed of in any way (other than by will, the laws of descent
       and distribution or as provided in Section 14 hereof) by the participant.
       Any such attempt at assignment, transfer, pledge or other disposition
       shall be without effect, except that the Company may treat such act as an
       election to withdraw funds from an Offering Period in accordance with
       Section 10 hereof.

16.    Use of Funds. All payroll deductions received or held by the Company
       under the Plan may be used by the Company for any corporate purpose, and
       the Company shall not be obligated to segregate such payroll deductions.

17.    Reports. Individual accounts will be maintained for each participant in
       the Plan. Statements of account will be given to participating Employees
       at least annually, which statements will set forth the amounts of payroll
       deductions, the Purchase Price, the number of shares purchased and the
       remaining cash balance, if any.

18.    Adjustments Upon Changes in Capitalization.

       (a)    Changes in Capitalization. Subject to any required action by the
              shareholders of the Company, the Reserves as well as the price per
              Ordinary Share covered by each option under the Plan which has not
              yet been exercised shall be proportionately adjusted for any
              increase or decrease in the number of issued shares of Ordinary
              Shares resulting from a share split, reverse share split, share
              dividend, combination or reclassification of the Ordinary Shares,
              or any other increase or decrease in the number 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 any class, or securities convertible
              into shares of any class, shall affect, and no adjustment by
              reason thereof shall be made with respect to, the number or price
              of Ordinary Shares subject to an option.

       (b)    Dissolution or Liquidation. In the event of the proposed
              dissolution or liquidation of the Company, the Offering Period
              will terminate immediately prior to the consummation of such
              proposed action, unless otherwise provided by the Board.

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       (c)    Merger or Asset Sale. In the event of a proposed sale of all or
              substantially all of the assets of the Company, or the merger of
              the Company with or into another corporation, each option under
              the Plan shall be assumed or an equivalent option shall be
              substituted by such successor corporation or a parent or
              subsidiary of such successor corporation, unless the Board
              determines, in the exercise of its sole discretion and in lieu of
              such assumption or substitution, to shorten the Offering Period
              then in progress by setting a new Exercise Date (the "New Exercise
              Date") or to cancel each outstanding right to purchase and refund
              all sums collected from participants during the Offering Period
              then in progress. If the Board shortens the Offering Period then
              in progress in lieu of assumption or substitution in the event of
              a merger or sale of assets, the Board shall notify each
              participant in writing, at least ten (10) business days prior to
              the New Exercise Date, that the Exercise Date for his option has
              been changed to the New Exercise Date and that his option will be
              exercised automatically on the New Exercise Date, unless prior to
              such date he has withdrawn from the Offering Period as provided in
              Section 10 hereof. For purposes of this paragraph, an option
              granted under the Plan shall be deemed to be assumed if, following
              the sale of assets or merger, the option confers the right to
              purchase or receive, for each share subject to the option
              immediately prior to the sale of assets or merger, the
              consideration (whether shares, cash or other securities or
              property) received in the sale of assets or merger by holders of
              Ordinary Shares for each Ordinary Share held on the effective date
              of the transaction (and if such holders were offered a choice of
              consideration, the type of consideration chosen by the holders of
              a majority of the outstanding Ordinary Shares); provided, however,
              that if such consideration received in the sale of assets or
              merger was not solely Ordinary Shares of the successor corporation
              or its parent (as defined in Section 424(e) of the Code),the Board
              may, with the consent of the successor corporation, provide for
              the consideration to be received upon exercise of the option 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 sale of assets or merger. The
              Board may, if it so determines in the exercise of its sole
              discretion, also make provision for adjusting the Reserves, as
              well as the price per Ordinary Share covered by each outstanding
              option, in the event the Company effects one or more
              reorganizations, recapitalizations, rights offerings or other
              increases or reductions of its outstanding Ordinary Shares, and in
              the event of the Company being consolidated with or merged into
              any other corporation.

19.    Amendment or Termination.

       (a)    The Board of Directors of the Company may at any time and for any
              reason terminate or amend the Plan. Except as provided in Section
              18 hereof, no such termination can affect options previously
              granted, provided that an Offering Period may be terminated by the
              Board of Directors on any Exercise Date if the Board determines
              that the termination of the Plan is in the best interests of the
              Company and its shareholders. Except as provided in Section 18
              hereof, no amendment may make any change in any option theretofore
              granted which adversely affects the rights of any participant. To
              the extent necessary to comply with Rule 16b-3 or under Section
              423 of the Code (or any successor rule or provision or any other
              applicable law or regulation), the Company shall obtain
              shareholder approval in such a manner and to such a degree as
              required.

       (b)    Without shareholder consent and without regard to whether any
              participant rights may be considered to have been "adversely
              affected," the Board (or its committee) shall be entitled to
              change the Offering Periods, limit the frequency and/or number of
              changes in the amount withheld during an Offering Period,
              establish the exchange ratio applicable to amounts withheld in a
              currency other than U.S. dollars, permit payroll withholding in
              excess of the amount designated by a participant in order to
              adjust for delays or mistakes in the Company's processing of
              properly completed withholding elections, establish reasonable
              waiting and adjustment periods and/or accounting and crediting
              procedures to ensure that amounts applied toward the purchase of
              Ordinary Shares for each participant properly correspond with
              amounts withheld from the participant's Compensation, and
              establish such other limitations or procedures as the Board (or
              its committee)determines in its sole discretion advisable which
              are consistent with the Plan.

20.    Notices. All notices or other communications by a participant to the
       Company under or in connection with the Plan shall be deemed to have been
       duly given when received in the form specified by the Company at the
       location, or by the person, designated by the Company for the receipt
       thereof.

21.    Conditions Upon Issuance of Shares. Shares shall not be issued with
       respect to an option unless the exercise of such option and the issuance
       and delivery of such shares pursuant thereto shall comply with all
       applicable

<PAGE>

       provisions of law, domestic or foreign, including, without limitation,
       the Securities Act of 1933, as amended, the Securities Exchange Act of
       1934, as amended, the rules and regulations promulgated thereunder, and
       the requirements of any exchange upon which the shares may then be
       listed, and shall be further subject to the approval of counsel for the
       Company with respect to such compliance. 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 by any of the aforementioned
       applicable provisions of law.

22.    Term of Plan. The Plan shall become effective upon the earlier to occur
       of its adoption by the Board of Directors or its approval by the
       shareholders of the Company. It shall continue in effect for a term of
       ten (10) years unless sooner terminated under Section 19 hereof.