**PROSOFTTRAINING.COM** **2001 STOCK OPTION PLAN** 1.    Purpose.    The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to theEmployees and Consultants of the Company and to promote the success of the Company’s business. Options granted hereunder shall be Nonstatutory Stock Options.  2.    Definitions.    As used herein, the following definitions shall apply:  (a)    “Board” shall mean the Board of Directors of the Company.  (b)    “Code” shall mean the Internal Revenue Code of 1986, as amended.  (c)    “Committee” shall mean the Committee appointed by the Board of Directors in accordance withparagraph (b) of Section 3 of the Plan, if one is appointed.  (d)    “CommonStock” shall mean the Common Stock of the Company.  (e)    “Company”shall mean prosofttraining.com, a Nevada corporation.  (f)    “Consultant”shall mean any person who is engaged by the Company or any Parent or Subsidiary to render consulting services and is compensated for such consulting services, including compensation through Options granted under this Plan; provided that the termConsultant shall not include Directors who are not compensated for their services or are paid only a director’s fee by the Company.  (g)    “Continuous Status as an Employee or Consultant” shall mean the absence of any interruption or termination of service as an Employee or Consultant (as the case may be). ContinuousStatus as an Employee or Consultant shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board; provided that such leave is for a period of not more than 90 days or reemploymentupon the expiration of such leave is guaranteed by contract or statute.  (h)    “Disability” shall mean a total and permanent disability as that term is defined in Section 22(e)(3) of the Code.  (i)    “Employee” shall mean any person, other than officers and directors, employed by the Company or any Parent or Subsidiary of theCompany; provided, however, newly-hired officers shall be considered Employees eligible to receive Option grants under this Plan but only at the time of hire.  (j)    “Fair Market Value” shall mean:    (i) if Shares are exchange-traded or traded on the NASDAQ National Market System (“NMS”),the closing sale or last sale price per share of the Shares; (ii) if Shares are regularly traded in any over-the-counter market other than NMS, the average of the bid and asked prices per share of the Shares; and (iii) if Shares are not traded asdescribed in (i) and (ii) of this Section 2(j), the per share fair market value of the Shares 
as determined in good faith by the Board on such basis as the Board in its sole discretion shall choose including the price most recentlyobtained in arms-length transactions involving the sales of Common Stock to unrelated third parties and whether or not any material changes in the Company’s business have occurred since such sale which would impact the fair market value of theCommon Stock. Fair Market Value as of a given date with respect to subparagraphs (i), (ii) and (iii) shall be determined as of the close of business on the day prior to the date of determination, or if no trading in the Shares takes place on suchdate, on the next preceding trading day on which there has been such trading.  (k)    “Misconduct” shall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by an Optionee of confidential information or tradesecrets of the Company (or any Parent or Subsidiary), or any other intentional misconduct by an Optionee adversely affecting the business or affairs of the Company (or any Parent or Subsidiary) in a material manner.  (l)    “Nonstatutory Stock Option” shall mean an Option not intended to qualify as an incentive stockoption within the meaning of Section 422(b) of the Code.  (m)    “Option”shall mean a stock option granted pursuant to the Plan.  (n)    “Optionee”shall mean an Employee or Consultant who receives an Option.  (o)    “OptionTermination Date” shall mean the date of expiration of the term of such Option as set forth in the written option agreement.  (p)    “Parent” shall mean a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code.  (q)    “Plan” shall mean this ProsoftTraining.com 2001 Stock Option Plan.  (r)    “Share” shall mean a share of the Common Stock, as adjusted in accordance with Section 10 ofthe Plan.  (s)    “Subsidiary” shall mean a “subsidiarycorporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.  (t)    “Terminating Transaction” shall mean any of the following events: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger or consolidation of the Company with one ormore other corporations (except with respect to a transaction, the purpose of which is to change the domicile or name of the Company), as a result of which the Company goes out of existence or becomes a wholly-owned subsidiary of another corporation(which shall be deemed to have occurred if another corporation shall own, directly or indirectly, more than fifty percent (50%) of the aggregate voting power of all outstanding equity securities of the Company); or (c) a sale or other transfer ofall or substantially all of the Company’s assets to a person or persons different from the persons holding more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities immediately prior to suchtransaction. 2 
 3.    Administration.  (a)    The Plan shall be administered by the Board, which shall have sole authority in its absolute discretion,subject to the terms of Section 3(b) herein, (i) to determine which Employees and Consultants shall receive Options, (ii) subject to the express provisions of the Plan, to determine the time when Options shall be granted, the number of Sharessubject to the Options, the exercise prices, and the terms and conditions of Options other than those terms and conditions fixed under the Plan, and (iii) to interpret the provisions of the Plan and any Option granted under the Plan. The Board shalladopt by resolution such rules and regulations as may be required to carry out the purposes of the Plan and shall have authority to do everything necessary or appropriate to administer the Plan. All decisions, determinations and interpretations ofthe Board shall be final and binding on all Optionees.  (b)    The Board may delegateadministration of the Plan to a Committee of no less than two Board members. The Board may from time to time remove members from, or add members to, the Committee, and vacancies on the Committee shall be filled by the Board. Furthermore, the Boardat any time by resolution may abolish the Committee and revest in the Board the administration of the Plan. (For purposes of this Plan document, the term “Board” shall mean the Committee to the extent that the Board’s powers have beendelegated to the Committee.)  4.    Eligibility.  (a)    Options may be granted only to Employees or Consultants who render services that contribute to the Company. (b)    The Plan shall not confer upon any Optionee any right to continue as an Employee orConsultant of the Company, nor shall it interfere in any way with an Optionee’s right or the Company’s right to terminate Optionee’s employment or relationship as a Consultant at any time, with or without cause.  (c)    The determination as to whether an Employee or Consultant is eligible to receive Options hereundershall be made by the Board in its sole discretion, and the decision of the Board shall be binding and final.  5.    Number of Shares.    In the event that Options granted under the Plan shall terminate or expire without being exercised, in whole or in part, the Shares subject to such unexercisedOptions may again be optioned and sold under this Plan.  6.    Term of thePlan.    The Plan shall be effective as of July 1, 2001, and shall continue in effect until December 31, 2009, unless terminated earlier.  7.    Exercise Price and Consideration.  (a)    The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board in its sole discretion. 3 
 (b)    The Board shall determine the acceptable form ofconsideration, including the method of payment. Such consideration may consist entirely of:  (i)  cash; (ii)  check;  (iii)  shares of Common Stock (duly endorsed for transfer to the Company) held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings forfinancial reporting purposes and valued at Fair Market Value on the date of delivery;  (iv)  paymentthrough a special sale and remittance procedure pursuant to which the Optionee (or any other person or persons exercising an Option) shall concurrently provide irrevocable instructions (A) to a Company-designated brokerage firm to effect theimmediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, stateand local income and employment taxes required to be withheld by the Company by reason of such exercise and (B) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; (v)  any combination of the foregoing methods of payment; or  (vi)  any other legal consideration that may be acceptable to the Board.  8.    Exercise of Options.  (a)    Vesting of Options.    Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board, including performancecriteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan.  (b)    Procedure for Exercise.    An Option may be exercised at any time as to all or any portions of the Shares as to which it is then exercisable, except that an Option may not beexercised for a fraction of a Share and shall be subject to any provision in the written option agreement governing the minimum number of Shares as to which the Option may be exercised. An Option shall be deemed to be exercised when written noticeof such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company.Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 7(b) of the Plan.  (c)    Termination of Options.    All installments of an Option shall expire and terminate on such date(s) as the Board shall determine, but in no event later than ten (10)years from the date such Option was granted. 4 
 (d)    Death or Termination of Service ofOptionee.    The following provisions shall govern the exercise period applicable to any Options held by an Optionee at the time of his or her death or termination of service with the Company or any Parent or Subsidiary ofthe Company:  (i)  Termination of Continuous Status as an Employee orConsultant.    In the event of termination of an Optionee’s Continuous Status as an Employee or Consultant (as the case may be) for any reason other than Optionee’s death, Disability or Misconduct, such Optionee mayonly exercise the Option within three (3) months (or such shorter period as specified in the written option agreement) after the date of such termination.  (ii)  Disability of Optionee.    In the event of termination of an Optionee’s Continuous Status as an Employee or Consultant as a result of the Optionee’sDisability, the Optionee may only exercise the Option within twelve (12) months (or such shorter period as is specified in the written option agreement) from the date of such termination.  (iii)  Death of Optionee.    In the event of termination of an Optionee’s Continuous Status as an Employee or Consultant as aresult of the Optionee’s death, the Option may only be exercised any time within twelve (12) months (or such shorter period as is specified in the written option agreement) following the date of death by the Optionee’s estate or by aperson who acquired the right to exercise the Option by bequest or inheritance.  (iv)  Limitations.    Each Option shall, during the limited exercise period under this Section 8(d), be exercisable only as to the Shares for which the Option is exercisable on the date of theOptionee’s death or termination of service with the Company. Under no circumstances shall any Option become exercisable under this Section 8(d) after the Option Termination Date. Upon the earlier of the expiration of such limited exerciseperiod or the Option Termination Date, the Option shall terminate and cease to be exercisable.  (v)  Immediate Termination.    Should the Optionee’s Continuous Status as an Employee or Consultant be terminated for Misconduct, then in any such event all outstanding Options granted to theOptionee under this Plan shall terminate immediately and cease to be exercisable.  (vi)  BoardDiscretion to Accelerate.    The Board shall have complete discretion, exercisable either at the time the Option is granted or at any time the Option remains outstanding, to permit one or more Options granted under this Planto be exercised during the limited exercise period applicable under this Section 8(d), not only for the number of Shares for which each such Option is exercisable at the time of the Optionee’s death or termination of service but also for one ormore subsequent installments of Shares for which the Option would otherwise have become exercisable had such death or termination of service not occurred.  (e)    Extensions.    Notwithstanding the provisions covering the exercisability of Options following death or termination of service, as described inSection 8(d), the Board may, in its sole discretion, with the consent of the Optionee or the Optionee’s estate (in the case of the 5 
death of Optionee), extend the period of time during which the Option shall remain exercisable, provided that in no event shall such extensiongo beyond the Option Termination Date.  9.    Restrictions on Grants of Options andIssuance of Shares.  (a)    Regulatory Approvals.    No Sharesshall be issued or delivered upon exercise of an Option unless and until there shall have been compliance with all applicable requirements of the Securities Act of 1933, as amended, (the “1933 Act”), and any other requirement of law or ofany regulatory body having jurisdiction over such issuance and delivery. The inability of the Company to obtain any required permits, authorizations or approvals necessary for the lawful issuance and sale of any Shares hereunder on terms deemedreasonable by the Board shall relieve the Company, the Board, and any Committee of any liability in respect of the non-issuance or sale of such Shares as to which such requisite permits, authorizations, or approvals shall not have been obtained. (b)    Representations and Warranties.    As a condition to thegranting or exercise of any Option, the Board may require the person receiving or exercising such Option to make any representation and/or warranty to the Company as may be required (or deemed appropriate by the Board, in its discretion) under anyapplicable law or regulation, including but not limited to a representation that the Option and/or Shares are being acquired only for investment and without any present intention to sell or distribute such Option and/or Shares, if such arepresentation is required under the 1933 Act or any other applicable law, rule, or regulation.  10.    Option Adjustments.  (a)    Change inCapitalization.    If the outstanding shares of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of the Company through reorganization, recapitalization,reclassification, stock dividend, stock split or reverse stock split, upon authorization by the Board an appropriate and proportionate adjustment shall be made in the number or kind of shares, and the per-share option price thereof, which may beissued in the aggregate and to any individual Optionees under the Plan upon exercise of Options granted under the Plan; provided, however, that no such adjustment need be made if, upon the advice of counsel, the Board determines that such adjustmentmay result in the receipt of federal taxable income to holders of Options granted under the Plan or the holders of Common Stock or other classes of the Company’s securities.  (b)    Corporate Reorganizations.    Upon the occurrence of a Terminating Transaction, as of the effective date of suchTerminating Transaction, the Plan and any then outstanding Options (whether or not vested) shall terminate unless (i) provision is made in writing in connection with such transaction for the continuance of the Plan and for the assumption of suchOptions, or for the substitution for such Options of new options covering the securities of a successor corporation or an affiliate thereof, with appropriate adjustments as to the number and kind of securities and exercise prices, in which event thePlan and such outstanding Options shall continue or be replaced, as the case may be, in the manner and under the terms so provided; or (ii) the Board otherwise shall provide in writing for such adjustments as it deems appropriate in the terms andconditions of the then-outstanding Options (whether or not vested), including without limitation providing for the cancellation of Options and their automatic 6 
conversion into the right to receive the securities or other properties which a holder of the Shares underlying such Options would have beenentitled to receive upon such Terminating Transaction had such Shares been issued and outstanding (net of the appropriate option exercise prices). If, pursuant to the foregoing provisions of this paragraph (b), the Plan and the Options shallterminate by reason of the occurrence of a Terminating Transaction without provision for any of the action(s) described in clause (i) or (ii) hereof, then any Optionee holding outstanding Options shall have the right, at such time immediately priorto the consummation of the Terminating Transaction as the Board shall designate, to exercise his or her Options to the full extent not theretofore exercised, including any portion which has not yet become exercisable.  11.    Option Agreement.    The terms and conditions of Options granted under the Planshall be evidenced by a written option agreement executed by the Company and the person to whom the Option is granted. Each option agreement shall incorporate the Plan by reference and shall include such provisions as are determined to be necessaryor appropriate by the Board. The provisions of various option agreements entered into under the Plan need not be identical.  12.    Amendment or Termination of the Plan.    The Board may amend, suspend, alter, or terminate the Plan at any time. Notwithstanding the foregoing, no amendment, suspension ortermination of the Plan shall adversely affect Options granted on or prior to the date thereof, as evidenced by the execution of an option agreement by both the Company and the Optionee, without the consent of such Optionee.  13.    Limited Transferability of Options.    Options may, to the extent permitted by theBoard, be assigned in whole or in part during the Optionee’s lifetime (i) as a gift to one or more members of the Optionee’s immediate family, to a trust in which Optionee and/or one or more such family members hold more than fifty percent(50%) of the beneficial interest or to an entity in which more than fifty percent (50%) of the voting interests are owned by one or more such family members or (ii) pursuant to a domestic relations order. The terms applicable to the assigned portionshall be set forth in such documents issued to the assignee as the Board may deem appropriate. Except as set forth in this Section 13, Options granted under this Plan may not be sold, pledged, hypothecated, assigned, encumbered, gifted or otherwisetransferred or alienated in any manner, either voluntarily or involuntarily by operation of law, other than by will or the laws of descent or distribution, and may be exercised during the lifetime of an Optionee only by such Optionee.  14.    No Rights in Shares Before Issuance and Delivery.    Neither theOptionee, his or her estate nor his or her transferees by will or the laws of descent and distribution shall be, or have any rights or privileges of, a stockholder of the Company with respect to any Shares issuable upon exercise of the Option unlessand until certificates representing such Shares shall have been issued and delivered notwithstanding exercise of the Option. No adjustment will be made for a dividend or other rights where the record date is prior to the date such stock certificatesare issued, except as provided in Section 10.  15.    Taxes.    TheBoard shall make such provisions and take such steps as it deems necessary or appropriate for the withholding of any federal, state, local and other tax required by law to be withheld with respect to the grant or exercise of an Option under thePlan, including, without limitation, the deduction of the amount of any such withholding tax from any 7 
compensation or other amounts payable to an Optionee by the Company, or requiring an Optionee (or the Optionee’s beneficiary or legalrepresentative) as a condition of granting or exercising an Option to pay to the Company any amount required to be withheld, or to execute such other documents as the Board deems necessary or desirable in connection with the satisfaction of anyapplicable withholding obligation. In the discretion of the Board, upon exercise of an Option, the Optionee may request the Company to withhold from the Shares to be issued upon such exercise that number of Shares (based on the Fair Market Value ofthe Shares as of the day notice of exercise is received by the Company) that would satisfy any tax withholding requirement.  16.    Legends on Options and Stock Certificates.    Each option agreement and each certificate representing Shares acquired upon exercise of an Option shall be endorsed with alllegends, if any, required by applicable federal and state securities laws to be placed on the option agreement and/or the certificate. The Board shall make the determination of which legends, if any, shall be placed upon option agreements and/or thecertificates representing Shares in its sole discretion and such decision shall be final and binding.  17.    Availability of Plan and Financial Statements.    A copy of this Plan shall be delivered to the Secretary of the Company and shall be shown by the Secretary to any eligible personmaking reasonable inquiry concerning the Plan.  18.    ApplicableLaw.    This Plan shall be governed by and construed in accordance with the laws of the State of Texas without resort to that state’s conflict-of-laws rules.  Date Plan approved by Board: October 10, 2001. 8 
**NONSTATUTORY STOCK OPTION AGREEMENT** On this          day of                ,         , (“Grant Date”), ProsoftTraining.com, a Nevada corporation (the“Company”), hereby grants to                                  (the“Optionee”) an Option to purchase a total of              shares of Common Stock (the “Shares”), on the terms and conditions set forth below, and in all respectssubject to the terms, definitions and provisions of the ProsoftTraining.com 2001 Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated herein by reference. Unless otherwise defined in this Option, the terms definedin the Plan shall have the same defined meanings in this Option. In the event of any conflict between the provisions of this Option and those of the Plan, the Plan shall control.  1.**    Nature of the Option**.    This Option is intended to qualify as a Nonstatutory Stock Option.  2.**    Exercise Price**.    The exercise price is$     for each share of Common Stock.  3.**    Vesting andExercise of Option**.    This Option shall be exercisable during its term in accordance with the provisions of Section 8 of the Plan as follows:  (a)    **Vesting**.    Subject to the limitations contained in this Option and the Plan, this Option shall becomeexercisable in installments as follows:  **Number of Shares****(Installment)**    **Date of Earliest Exercise****(Vesting)**                   The installments provided for in this Section 3(a) are cumulative. Each such installmentthat becomes exercisable pursuant to this Section shall remain exercisable until expiration or earlier termination of this Option.  (b)    **Method of Exercise**.    This Option shall be exercisable by written notice (in a form designated by the Company) which shall state the election to exercise theOption, the number of Shares in respect of which the Option is being exercised, and such other representations and warranties of Optionee as may be required by the Company pursuant to Section 9(b) of the Plan. Such written notice shall be signed byOptionee and shall be delivered in person or by certified mail to the President, Secretary or Chief Financial Officer of the Company. The written notice shall be accompanied by payment of the exercise price.  No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevantprovisions of law. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.  (c)**    Minimum Exercise**.    The minimum number of Shares with respect to which thisOption may be exercised at any one time is One Hundred (100) Shares, and this Option shall be exercised for whole Shares only. 
 4.**    Certain Representations and Warranties;Restrictions on Transfer**.  (a)    By receipt of this Option, by its execution and byits exercise in whole or in part, Optionee represents to the Company the following:  (i)  Optionee hasread and understands the terms and provisions of the Plan, and hereby accepts this Option subject to all the terms and provisions of the Plan;  (ii)  Optionee shall accept as binding and final all decisions or interpretations of the Board or of the Committee upon any questions arising under the Plan;  (iii)  Optionee understands that this Option and any Shares purchased upon its exercise are securities, the issuance of whichrequires compliance with federal and state securities laws;  (iv)  Optionee is aware of theCompany’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. Optionee is acquiring these securities for investment forOptionee’s own account only and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”); and  (v)  Optionee acknowledges and understands that the securities constitute “restricted securities” under theSecurities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligationto register the securities. Optionee understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in theopinion of counsel satisfactory to the Company, and any other legend required under applicable state securities laws.  (b)    Optionee agrees that, if required by the Company in connection with the Company’s initial underwritten public offering of the Company’s securities, Optionee (i) will not sell, make short sale of,loan, grant any options for the purchase of, or otherwise dispose of any Shares acquired upon exercise of this Option (other than those shares included in the registration) without the prior written consent of the Company or the underwritersmanaging such initial underwritten public offering of the Company’s securities for one hundred eighty (180) days from the effective date of such registration, and (ii) will execute any agreement reflecting (i) above as may be requested by theunderwriters at the time of the public offering.  5.**    Method ofPayment**.    The consideration to be paid for the Shares to be issued upon exercise of the Option shall consist of full payment in cash or check, or, with the consent of the Board, any other legal consideration that may beacceptable to the Board.  6.**    Restrictions onExercise**.    This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or statesecurities or other law or regulation. As a condition to the exercise of this Option, the Company may require Optionee to 2 
make any representation and warranty to the Company as may be required by any applicable law or regulation.  7.**    Termination of Status as an Employee or Consultant**.    In the event oftermination of Optionee’s Continuous Status as an Employee or Consultant for any reason other than death, Disability or Misconduct, Optionee may, but only within three (3) months after the date of such termination (but in no event later thanthe date of expiration of the term of this Option as set forth in Section 12 below), exercise this Option to the extent that Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled toexercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, this Option shall terminate.  8.**    Disability of Optionee**.    In the event of termination of Optionee’s Continuous Status as an Employee or Consultant as a result ofOptionee’s permanent and total disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within twelve (12) months from the date of termination of employment or relationship as Consultant (but in no event later than thedate of expiration of the term of this Option as set forth in Section 12 below), exercise this Option to the extent Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise thisOption at the date of termination, or if Optionee does not exercise such Option (which Optionee was entitled to exercise) within the time specified herein, this Option shall terminate.  9.**    Death of Optionee**.    In the event of the death of Optionee during the term of this Option while an Employee orConsultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of this Option, this Option may be exercised, at any time within twelve (12) months following the date of death (but in no eventlater than the date of expiration of the term of this Option as set forth in Section 12 below), by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent Optionee wasentitled to exercise this Option on the date of death.  10.**    Misconduct ofOptionee**.    Should Optionee’s Continuous Status as an Employee or Consultant is terminated for Misconduct, then this Option shall terminate immediately and cease to be exercisable.  11.**    Limited Transferability of Option**.    In addition to any assignment ortransfer in connection with Optionee’s will or by the laws of descent and distribution following Optionee’s death, this Option may be transferred or assigned in whole or in part during Optionee’s lifetime only (i) as a gift to one ormore members of Optionee’s immediate family, to a trust in which Optionee and/or one or more such family members hold more than fifty percent (50%) of the beneficial interest or to an entity in which more than fifty percent (50%) of the votinginterests are owned by one or more such family members or (ii) pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to suchassignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Board may deem appropriate.3 
 12.**    Term ofOption**.    In no event may this Option be exercised after                     , 200    (which date shall be no more than ten (10) years from the date this Option was granted).  13.**    No Employment Rights**.    Optionee acknowledges and agrees that the vesting of Shares pursuant to Section 3 hereof is earned only through Optionee’s Continuous Statusas an Employee or Consultant (not through the act of being hired or engaged, being granted this Option or acquiring Shares hereunder). Optionee further acknowledges and agrees that this Option, the Plan, the transactions contemplated hereunder andthe vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an Employee or Consultant for the vesting period, for any period, or at all, and shall not interfere with Optionee’s right or theCompany’s right to terminate Optionee’s employment relationship at any time, with or without cause.  14.**    Withholding of Taxes**.    Optionee authorizes the Company to withhold, in accordance with any applicable law, from any compensation payable to him any taxes required to bewithheld by federal, state, or foreign law as a result of the grant of the Option or the issuance of stock pursuant to the exercise of the Option.  15.**    Notices**.    Any notice to be given to the Company shall be addressed to the Company in care of its Secretary at its principal office, andany notice to be given to Optionee shall be addressed to Optionee at the address given below or at such other address as the Optionee may hereafter designate in writing to the Company. Any such notice shall be deemed duly given upon personaldelivery or three business days after deposit in the United States mail, registered or certified, postage prepaid.  16.**    Governing Law**.    This Option shall be governed by and construed in accordance with the internal laws of the State of Texas without resort to that state’sconflict-of-laws rules.   ProsoftTraining.comBy:  Title:                                                                             , Optionee    Address:    4 
 **PROSOFTTRAINING.COM****2001 STOCK OPTION PLAN****NOTICE OF NONSTATUTORY STOCK OPTION EXERCISE** **OPTIONEE INFORMATION:**  Name:                                                                                                 Address:                                                                                            Social Security Number:            —            —                         Employee Number:                                                                  **OPTION INFORMATION:**  Date of Grant:                                                                        , 200_  Exercise Price per Share:$                                                              Total number of shares of Common Stock of ProsoftTraining.com (the “Company”) covered byoption:_________________________ shares**EXERCISE INFORMATION:**  Number of shares of Common Stock of the Company for which Option is being exercised now:                        .(These shares are referred to below as the “Purchased Shares.)Total Exercise Price for the Purchased Shares: $                                                                                            Form of payment enclosed *[check all that apply]:*   ̈        Check for $__________________, made payable to“ProsoftTraining.com”  ̈        If authorized by the Plan and the Board, Certificate(s)for             shares of the Common Stock of the Company that I have owned for at least six months. (These shares will be valued as of the date when the Company receives thisnotice.)Names in which the Purchased Shares should be registered *[you must check one]:* ̈        In my name only   ̈        In the names of my spouse and myself as communityproperty My spouse’s name (if applicable):  ̈        In the names of my spouse and myself as joint tenants with     theright of survivorship  The certificates for the Purchased Shares should be sent to the following address:    
 **Representations and Acknowledgments of the Optionee:** 1.    Unless a registration statement covering the Purchased Shares is currently in effect under the Securities Act of1933, as amended (the “Act”), I hereby make the following certifications and representations with respect to the Purchased Shares:  (a)    I am aware of the Company’s business affairs and financial condition and have acquired sufficient information about the Company to reach an informed and knowledgeabledecision to acquire the Purchased Shares;  (b)    I acknowledge that the Purchased Shares havenot been registered under the Act and are deemed to constitute “restricted securities” under Rule 144 promulgated under the Act. I represent and warrant to the Company that I am acquiring the Purchased Shares for my own account and forinvestment purposes only and I have no present intention of distributing or selling the Purchased Shares, except as permitted under the Act and any applicable state securities laws; and  (c)    I further acknowledge that all certificates representing any of the Purchased Shares subject to the provisions of the Option shall have endorsedthereon-appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to applicable securities laws.  2.    I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Stock Option Agreement.  3.    By this exercise, I agree (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, and (ii) toprovide for the payment by me to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of the Option  4.    I understand that I may suffer adverse tax consequences as a result of my purchase or disposition of the Purchased Shares. I represent that I haveconsulted with any tax consultants I deem advisable in connection with the purchase or disposition of the Purchased Shares and that I am not relying on the Company for any tax advice.  Dated:     ____________________________________ , 200_     _______________________________________        Signature2