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                                                                    EXHIBIT 10.5

                                  SKILLSOFT PLC

                             2002 SHARE OPTION PLAN

                                OPTION AGREEMENT

      Unless otherwise defined herein, the terms defined in the SkillSoft PLC
2002 Share Option Plan shall have the same defined meanings in this Option
Agreement.

I.    NOTICE OF SHARE OPTION GRANT

      [OPTIONEE'S NAME AND ADDRESS]

      You have been granted an Option to purchase Ordinary Shares of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

      Grant Number                      ________________________________________

      Date of Grant                     ________________________________________

      Vesting Commencement Date         ________________________________________

      Exercise Price per Share          $_______________________________________

      Total Number of Shares Granted    ________________________________________

      Total Exercise Price              $_______________________________________

      Type of Option:                   ___ Incentive Share Option

                                        ___ Nonstatutory Share Option

      Term/Expiration Date:             ________________________________________

      Vesting Schedule:

      This Option shall be exercisable, in whole or in part, in accordance with
the following schedule:

      25% of the Ordinary Shares subject to the Option shall vest twelve months
after the Vesting Commencement Date, and 1/48 of the Ordinary Shares subject to
the Option shall vest each month thereafter, subject to the Optionee continuing
to be a Service Provider on such dates.
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      Termination Period:

      This Option may be exercised for three (3) months after the Optionee
ceases to be a Service Provider. Upon the death or Disability of the Optionee,
this Option may be exercised for twelve (12) months after the Optionee ceases to
be a Service Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.   AGREEMENT

      A.    Grant of Option.

            The Plan Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee") an option (the "Option") to purchase the number of Ordinary Shares,
as set forth in the Notice of Grant, at the exercise price per share set forth
in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of this Option Agreement and the Plan, which is incorporated herein
by reference. Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail.

            If designated in the Notice of Grant as an Incentive Share Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an Incentive
Share Option, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it shall be treated as a Nonstatutory Share Option ("NSO").

      B.    Exercise of Option.

            (a)   Right to Exercise. This Option is exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

            (b)   Method of Exercise. This Option is exercisable by delivery of
an exercise notice, in the form attached as Exhibit B-1 (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Ordinary
Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
completed by the Optionee and delivered to the Company Secretary of the Company.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by such aggregate Exercise Price.

            No Ordinary Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

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      C.    Method of Payment.

            Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

            1.    cash; or

            2.    check.

      D.    Non-Transferability of Option.

            This Option may not be transferred in any manner other than by will
or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

      E.    Term of Option.

            This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Option Agreement.

      F.    Tax Obligations.

            (a)   Withholding Taxes. The Optionee agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or
retaining the Optionee) for the satisfaction of all Federal, state, local and
foreign income and employment tax withholding requirements applicable to the
Option exercise. The Optionee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver Ordinary Shares if such
withholding amounts are not delivered at the time of exercise.

            (b)   Notice of Disqualifying Disposition of ISO Shares. If the
Option granted to the Optionee herein is an ISO, and if the Optionee sells or
otherwise disposes of any of the Ordinary Shares acquired pursuant to the ISO on
or before the later of (1) the date two years after the Date of Grant, or (2)
the date one year after the date of exercise, the Optionee shall immediately
notify the Company in writing of such disposition. The Optionee agrees that the
Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee.

      G.    Entire Agreement; Governing Law.

            The Plan is incorporated herein by reference. The Plan and this
Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and the Optionee with respect to the subject
matter hereof, and may not be modified adversely to the Optionee's interest
except by means of a writing signed by the Company and Optionee. This agreement
is subject to and conditioned upon compliance with all Applicable Laws.

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      H.    NO GUARANTEE OF CONTINUED SERVICE.

            THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF ORDINARY
SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING ORDINARY SHARES HEREUNDER). THE
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH THE OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

            By the signature of the Optionee and the signature of the Company's
representative below, the Optionee and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and this
Option Agreement. The Optionee has reviewed the Plan and this Option Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Option Agreement and fully understands all provisions of the
Plan and this Option Agreement. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and/or this Option Agreement. The Optionee
further agrees to notify the Company upon any change in the residence address
indicated below.

OPTIONEE:                                        SKILLSOFT PLC

_______________________________                  _______________________________
Signature                                        By

_______________________________                  _______________________________
Print Name                                       Title

_______________________________
Residence Address

_______________________________

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                                   EXHIBIT B-1

                                  SKILLSOFT PLC

                             2002 SHARE OPTION PLAN

                                 EXERCISE NOTICE

SKILLSOFT PLC
20 INDUSTRIAL PARK DRIVE
NASHUA
NH 03062
USA

Attention:  [TITLE]

      1.    Exercise of Option. Effective as of today, ________________, _____,
the undersigned ("Purchaser") hereby elects to purchase ______________ Ordinary
Shares (the "Shares") of SkillSoft PLC (the "Company") under and pursuant to the
2002 Share Option Plan (the "Plan") and the Option Agreement dated, _____ (the
"Option Agreement"). Subject to adjustment in accordance with Section 12 of the
Plan, the purchase price for the Shares shall be $_____, as required by the
Option Agreement.

      2.    Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares.

      3.    Representations of Purchaser. Purchaser acknowledges that Purchaser
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.

      4.    Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Shares, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Purchaser in the name of the Purchaser or in the name of a
third party as the Purchaser's nominee in accordance with the terms of the Plan
as soon as practicable after exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date of
issuance, except as provided in Section 12 of the Plan.

      5.    Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
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      6.    Entire Agreement; Governing Law. The Plan and the Option Agreement
are incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
subject to and conditioned upon compliance with all Applicable Laws.

Submitted by:                                   Accepted by:

PURCHASER:                                      SKILLSOFT PLC

_______________________________                 _______________________________
Signature                                       By

_______________________________                 _______________________________
Print Name     Its

Address:                                        Address:

_______________________________                 _______________________________

_______________________________                 _______________________________


                                                _______________________________
                                                Date Received

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