0001193125-04-100748 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • June 9th, 2004 • Prosofttraining Com • Services-educational services • Texas

This Exchange Agreement (this “Agreement”) is entered into as of June 4, 2004 by and between PROSOFTTRAINING, a Nevada corporation (the “Company”), and HUNT CAPITAL GROWTH FUND II, L.P. (“Hunt”), a Delaware limited partnership.

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PROSOFTTRAINING WARRANT AGREEMENT DATED AS OF , 2004 WARRANTS TO PURCHASE 4,981,754 SHARES OF COMMON STOCK ISSUED TO HUNT CAPITAL GROWTH FUND II, L.P.
Warrant Agreement • June 9th, 2004 • Prosofttraining Com • Services-educational services • Texas

THIS WARRANT AGREEMENT (this “Agreement”) is dated as of , 2004, between PROSOFTTRAINING (the “Company”), a Nevada corporation, and HUNT CAPITAL GROWTH FUND II, L.P., a Delaware limited partnership (the “Purchaser”).

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