Exhibit 10.19


                          FIFTH SUPPLEMENTAL AGREEMENT


     THIS FIFTH SUPPLEMENTAL AGREEMENT, dated as of the 26th day of November,
2001, to the Lease dated February 18, 1998, the First Supplemental Agreement
dated October 26, 1998, the Second Supplemental Agreement dated August 31, 1999,
the Third Supplemental Agreement dated September 14, 1999 and the Fourth
Supplemental Agreement dated May 1, 2000 by and between FIVE N ASSOCIATES of 40
Temple Street, Nashua, New Hampshire (Lessor) and SKILLSOFT CORPORATION of 20
Industrial Park Drive, Nashua, New Hampshire (Lessee).

     WHEREAS the Lessor and the Lessee desire to amend the Lease effective
November 26, 2001, as follows:

     Section 1 - Leased Premises: The Leased Premises shall include an
additional 1,683 square feet of space on the first floor.

     Section 3.1 - Rent: The annual rent shall be changed to One Hundred Sixty
Eight Thousand Four Hundred Forty and 32/00 Dollars ($168,440.32) and shall be
payable in monthly installments of Fourteen Thousand Seven Hundred Forty Nine
and 90/00 ($14,740.90).

     Section 3.3 - Pro-rata Share - The Lessee's pro-rata share shall be changed
to 84.638% and the additional monthly rent shall be changed to Six Thousand Nine
Hundred Thirty Six and 71/00 Dollars ($6,936.71).

     Section 11.2 - Use of the Premises:  The Lessee's parking percentage shall
be changed to 84.638.

     Section 13.1 - Taxes: The Lessees pro-rata share of real estate taxes and
assessments shall be changed to 84.643%

     Section 28.1 - Rent for Renewal: The rental amount used to calculate the
rent for the renewal term shall be changed to Fourteen Thousand Seven Hundred
Forty Nine and 90/00 Dollars ($14,749.90).

     Except as hereinabove amended, all the provisions of the above mentioned
Lease and all Supplemental Agreements shall remain in full force and effect.








     IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental
Agreement to be executed as of the day and year first above written.





                                           FIVE N ASSOCIATES


/s/ Barbara J. [Illegible]                 /s/ Q. Peter Nash
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Witness                                    Q. Peter Nash, Managing Partner




                                           SKILLSOFT CORPORATION


/s/ Thomas J. McDonald                     /s/ Charles E. Moran
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Witness                                    Charles E. Moran, President & CEO