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                                                                    EXHIBIT 10.3

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                                     WARNING

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

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                                    SKILLSOFT

                          1996 SUPPLEMENTAL STOCK PLAN

                           (AS AMENDED SEPTEMBER 2006)

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

     Options granted under the Plan will be Nonstatutory Stock Options.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               (i) If the Ordinary Shares are listed on any established stock
          exchange or a national market system, including without limitation the
          Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq
          Stock Market, its Fair Market Value shall be the closing sales price
          for such stock (or the closing bid, if no sales were reported) as
          quoted on such exchange or system on the day of determination (or on
          the most recent market trading day if neither the closing sales price
          nor the closing bid for the Ordinary Shares is quoted for the day of
          determination), as reported in The Wall Street Journal or such other
          source as the Administrator deems reliable;

               (ii) If the Ordinary Shares are regularly quoted by a recognized
          securities dealer but selling prices are not reported, the Fair Market
          Value of an Ordinary Share shall be the mean between the high bid and
          low asked prices for the Ordinary Shares on the day of determination
          (or on the most recent market trading day if the bid and asked prices
          for the Ordinary Shares are not quoted for 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 8,701,554 Ordinary Shares (which will be
     represented by 8,701,554 American Depositary Shares). The Shares may be
     authorized, but unissued, or reacquired Ordinary Shares.

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

4.   Administration of the Plan.

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

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

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

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

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

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

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

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

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

          (viii) to institute an Option Exchange Program;

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

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

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

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

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


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

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

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

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

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

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

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

9.   Option Exercise Price and Consideration.

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

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

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

          (i)  cash;

          (ii) check;

          (iii) promissory note;

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

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


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

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

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

10.  Exercise of Option.

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

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

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

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

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


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          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 Optionee's termination. If, on the
          date of termination, the Optionee is not vested as to his or her
          entire Option, the Shares covered by the unvested portion of the
          Option shall revert to the Plan. If, after termination, the Optionee
          does not exercise his or her Option within the time specified herein,
          the Option shall terminate, and the Shares covered by such Option
          shall revert to the Plan.

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

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

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

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

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


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          made with respect to, the number or price of shares of Ordinary Shares
          subject to an Option.

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

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

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

14.  Amendment and Termination of the Plan.

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

     (b)  Effect of Amendment or Termination. No amendment, alteration,
          suspension or termination of the Plan shall impair the rights of any
          Optionee, unless mutually agreed otherwise between the Optionee and
          the Administrator, which agreement must be in


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          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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