UNITED STATES DISTRICT COURT

DISTRICT OF NEW HAMPSHIRE

IN RE SMARTFORCE PLC NO. 02-CV-544-B

SECURITIES LITIGATION

. CHIEF JUDGE PAUL J. BARBADORO

THIS DOCUMENT RELATES TO :

ALL ACTIONS

FINAL JUDGMENT APPROVING

SETTLEMENT AND DISMISSING ACTION AGAINST

DEFENDANTS ERNST & YOUNG, CHARTERED ACCOUNTANTS AND

ERNST & YOUNG LLP

On this 21 st day of November , 2005, a hearing having been held before this Court to

determine: (1) whether the terms and conditions of the Stipulation of Settlement between Lead

Plaintiffs, on behalf of themselves and the Settlement Class, and Defendants Ernst & Young,

Chartered Accountants ("EYCA") and Ernst & Young LLP ("E&Y LLP") (collectively, the

"Settling Defendants"), dated August 31, 2005 (the "Stipulation"), which is incorporated herein

by reference , are fair, reasonable and adequate for the se ttlement of all claims asserted by the

Settlement Class Members against the Se ttling Defendants in the Action (as defined in the

Stipulation) now pending before this Court under the above caption; (2) whether a class should

be certified; and (3) whether judgment should be entered dismissing the Action on the merits and

with prejudice in favor of the Se ttling Defendants, and the Released Claims should be released in

favor of the Defendant Released Parties, as against all Persons who are Se ttlement Class

Members and who have not requested exclusion therefrom;

It appearing that a notice of the hearing subst antially in the form approved by the Court

was mailed to all Settlement Class Members reasonably identifiable ;

It appearing that a summary notice of the hearing subst antially in the form approved by

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the Court was published in The Wall Street Journal, pursuant to the specifications of the Court ;

It appearing that due notice of the Final Approval Hearing was given in accordance wit h

the Preliminary Approval Order entered by the Court on September 9, 2005 ("Preliminary

Approval Order"); the respective parties having appeared by their attorneys of record ; the Court

having heard and considered evidence in support of the proposed Settlement (as defined in the

Stipulation); an opportunity having been given to all other persons requesting to be heard in

accordance with the Preliminary Approval Order ; the Court having determined that Notice to the

Settlement Class (as defined below) certified in the Action pursuant to the Preliminary Approval

Order was adequate and sufficient ; and the Settlement having been heard and considered by the

Court; and

The Court, having considered all matters submitted to it at the hearing and otherwise

having determined the fairness and reasonableness of the proposed Settlement of the claims of

the Settlement Class Members against the Settling Defendants.

NOW, THEREFORE, IT IS HEREBY ORDERED THAT :

1 . This Order incorporates by reference the definitions in the Stipulation, and all

capitalized terms used herein shall have the same meaning as set forth in the Stipulation .

2. This Court has jurisdiction over the subject matter of the Action and Underlying

Actions and over all parties to the Action, including all Members of the Settlement Class .

3. Each of the provisions of Rule 23(a) of the Federal Rules of Civil Procedure has

been satisfied and the Action has been properly maintained according to the provisions of

Rule 23(b) of the Federal Rules of Civil Procedure . Specifically, based on the record in the

Action, this Court expressly and conclusively finds and orders that (a) the Settlement Class as

defined in the Preliminary Approval Order is so numerous that joinder of all members is

impracticable, (b) there are questions of law and fact common to the Settlement Class, (c) th e

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claims or defenses of Lead Plaintiffs are typical of the claims or defenses of the Settlement Class,

and (d) the Lead Plaintiffs will fairly and adequately protect and represent the interests of the

Settlement Class. Moreover, the Court finds that the questions of law or fact common to the

members of the Settlement Class predominate over any questions affecting only individual

members, and that a class action is superior to other available methods for the fair and efficient

adjudication of the controversy. The Action is hereby certified as a class action for settlement

purposes only, pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure on

behalf of a class all Persons who : (1) bought and/or acquired ADSs of SmartForce PLC from

March 30, 2000 through September 6, 2002 ; (2) exchanged common stock of SkillSoft Corp . for

ADSs of SmartForce PLC in connection with the merger between SmartForce PLC and SkillSoft

Corp. on September 6, 2002 (the "Merger") ; or (3) bought and/or acquired ADSs of SmartForce

PLC and/or SkillSoft PLC from September 6, 2002 to, and including, November 18, 2002 .

Excluded from the Settlement Class are all Defendants, members of the immediate family of

each Individual Defendant, any entity in which any defendant has a controlling interest, officers

and directors of SkillSoft and their subsidiaries and affiliates, officers and directors of the

Settling Defendants and their subsidiaries and affiliates, and the legal representatives, heirs,

predecessors, successors and assigns of any such excluded party .

4. The Court hereby finds that the Notice described herein provided the best notice

practicable under the circumstances. Said Notice provided due and adequate notice of these

proceedings and the matters set forth herein, including the Settlement, to all persons entitled to

such notice, and said Notice fully satisfied the requirements of Rule 23 of the Federal Rules of

Civil Procedure and the requirements of due process . Due and adequate notice of the

proceedings have been given to the Settlement Class Members, and a full opportunity has been

offered to the Settlement Class Members to object to the proposed Settlement and to participat e

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in the hearing thereon. Due and adequate notice of the Action was also given to members of the

Settlement Class pursuant to the Preliminary Approval Order entered September 9, 2005, which

provided, inter alia, for the Notice of Proposed Settlement to be mailed to all members of the

Settlement Class who could reasonably be identified, and the Court finds that such Notice of

Proposed Settlement offered to members of the Settlement Class the opportunity to request to be

excluded from the Settlement Class, if done so timely and properly . Thus, it is hereby

determined that all members of the Settlement Class who did not elect to exclude themselves by

written communication postmarked or delivered on or before November 7, 2005, as required in

the Notice of Proposed Settlement and the Preliminary Approval Order are bound by this

Judgment.

5 . The adequacy of representation by Lead Plaintiffs is hereby determined to be

consistent with the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process,

and the Private Securities Litigation Reform Act of 1995 (the "PSLRA") .

6. The Settlement is approved as fair, reasonable and adequate, and in the best

interests of the Settlement Class Members. The Stipulation and Settlement are hereby finally

approved in all respects, and the Parties to the Settlement are directed to consummate the

Settlement in accordance with the terms and provisions of the Stipulation .

7. The Action is hereby dismissed without costs and with prejudice in full and final

discharge, compromise, release and waiver of any and all claims which were or could have been

asserted in the Action.

8. The Court finds that during the course of prosecuting and defending the Action,

the Lead Plaintiffs, the Settling Defendants and their respective counsel have at all times

complied with the requirements of Rule 11 of the Federal Rules of Civil Procedure .

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9. The Plan of Allocation was previously approved as fair and reasonable by this

Court on September 29, 2004, and Lead Plaintiffs' Counsel and the Claims Administrator are

directed to administer the Settlement Fund in accordance with its terms and provisions .

10. Settlement Class Members, the successors and assigns of any of them, and anyone

claiming through or on behalf of any of them, are hereby permanently barred and enjoined from

instituting, commencing or prosecuting, either directly or in any other capacity, any Released

Claims against any of the Defendant Released Parties.

11 . The Defendant Released Parties are hereby permanently barred and enjoined from

instituting, commencing or prosecuting, either directly or in any other capacity, any Released

Claims against any of the Plaintiff Released Parties.

12 . The Released Claims are hereby ordered as compromised, settled, released,

discharged and dismissed as to each of the Defendant Released Parties and the Plaintiff Released

Parties on the merits and with prejudice by virtue of the proceedings herein and this Judgment .

13. Neither the Stipulation, nor any of its terms and provisions, nor any of the

negotiations or proceedings connected with it, nor any of the documents or statements referred to

therein shall be:

a. Offered in evidence as proof of liability or a presumption, concession or an

admission by any of the Defendant Released Parties of the truth of any fact alleged or the validity

of any claim that has been, could have been or in the future might be asserted in the Action, or

otherwise against the Defendant Released Parties, or of any purported liability, fault, wrongdoing

or otherwise of the Defendant Released Parties; or

b . Offered or received in evidence as proof of a presumption, concession or an

admission of any purported liability, wrongdoing, fault, misrepresentation or omission in any

statement, document, report or financial statement heretofore or hereafter issued, filed, approve d

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or made by any of the Defendant Released Parties or otherwise referred to for any other reason,

other than for the purpose of and in such proceeding as may be necessary for construing,

terminating or enforcing the Stipulation ; or

c. Construed as a concession or an admission that the Lead Plaintiffs or the

Settlement Class Members have suffered any damage ; or

d . Construed as or received in evidence as an admission, concession or

presumption against Lead Plaintiffs or the Settlement Class Members, or any of them, that any of

their claims are without merit or that damages recoverable in the Action would not have

exceeded the Settlement Fund .

14. However, the Settling Defendants and/or the Defendant Released Parties may file

the Stipulation and/or the Judgment from this Action in any other action that may be brought

against them in order to support a defense or counterclaim based on principles of res fudicata,

collateral estoppel, release, good faith settlement, judgment for or reduction or any theory of

claim preclusions or issue preclusion or similar defense or counterclaim .

15 . Pursuant to the PSLRA, and as may be provided by applicable federal or state

statutes or common law, all actions and claims for contribution are permanently barred, enjoined

and finally discharged (a) against the Defendant Released Parties; and (b) by the Defendant

Released Parties against any person or entity other than any person or entity whose liability to the

Settlement Class Members has been extinguished pursuant to the Stipulation or this Final

Judgment. Any future verdict or judgment by one or more Settlement Class Members, based on

claims relating to this Action or its subject matter, against any other person or entity whose

claims for contribution are barred or otherwise rendered unenforceable pursuant to the

Stipulation or the Judgment shall be reduced by the court by the greater of (a) the gross

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Settlement Amount set forth in the Stipulation paid to settle the Action, or (b) any proportionate

share of liability found to be borne by the Defendant Released Pa rties.

16 . Exclusive jurisdiction is hereby retained over the pa rties and the Settlement Class

Members for all matters relating to this Action , including the administration, interpretation,

effectuation or enforcement of the Stipulation and this Judgment .

17 . The finality of this Judgment shall not be affected , in any manner, by rulings that

the Court may make on the motions for approval of: Lead Plaintiffs' Counsel's application for

an award of attorneys ' fees and reimbursement of expenses. However, the Settling Defendants

shall have no obligation to make any payment into the Escrow Account except as specifically

provided in paragraph 2 of the Stipulation, and there shall be no distribution of any of the

Settlement Amount to any Se ttlement Class Member until the Effective Date .

18 . In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation, or the Effective Date does not occur, this Judgment shall be rendered

null and void and shall be vacated and, in such event, all orders entered and releases delivered in

connection herewith shall be null and void , and the Settlement Amount or any portion thereof or

interest thereon, if previously paid by EYCA, shall be returned to EYCA as provided in the

Stipulation .

19 . There is no just reason for delay in the entry of this Judgment and immediate

entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules

of Civil Procedure .

DATED:

November 21, 2005 /s/ Paul Barbador o

PAUL J. BARBADORO, U.S.D.J.

cc : Counsel of Record

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