Agreement Re: Transfer of Certain Copyrights

Exhibit 10.1

AGREEMENT REGARDING TRANSFER OF

CERTAIN COPYRIGHTS AND AMENDMENT TO EXISTING AGREEMENTS

This Agreement Regarding the Transfer of Certain Copyrights and Amendment to Existing Agreements (" Agreement" ) is dated April 24, 2006, by and between Prosoft Learning Corporation, a Nevada corporation (" Prosoft" ) and ProsoftTraining Japan, Inc., a Japanese corporation (previously referred to as " PJK," now known as " PTJ" ).

WHEREAS: A. Prosoft and PTJ entered into (i) a Trademark License and Distribution Agreement dated as of January 30, 2001, as amended from time to time (the " Trademark Agreement" ); (ii) a Content License and Distribution Agreement dated as of January 30, 2001, as amended from time to time (the " Content Agreement" ); (iii) a Letter Agreement dated as of May 29, 2004 (the May Letter Agreement" ); (iv) the Letter Agreement dated as of December 16, 2003, (together with the May Letter Agreement, the " Letter Agreement" ); and (v) the Service Agreement dated as of November 4, 2004 (the " Service Agreement" ) (collectively the " Existing Agreements" ); and

B. The parties hereto desire that certain copyrights be transferred to PTJ and copyrights to certain materials vest in PTJ at the time of the creation of such materials; and

C. The parties hereto desire to set forth their understandings regarding the transfer of copyrights and other matters as set forth herein and amend the Existing Agreements to the extent set forth herein.

Now therefore for good and valuable consideration, the receipt and sufficiency of which is acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:

1 . Payment of Fees In consideration for the rights granted to PTJ under this Agreement, PTJ agrees to pay Prosoft a non-refundable one-time fee of $700,000 (" Fee" ) . The parties acknowledge that PTJ has made an upfront payment of $100,000 on April 7, 2006 and that such amount shall be appropriated to and deducted from the Fee owed and outstanding as of the date hereof.

2. Definitions

The following terms shall have the following meaning respectively. All terms used herein not otherwise defined shall have the meanings set forth in the Trademark Agreement, the Content Agreement, and the Letter Agreement. a." CIW Content" means that part of Prosoft Content and Prosoft' s copyrighted print materials and the content therein under the CIW mark or used with respect to the CIW curriculum (together with all associated electronic student exercises suitable for distribution on a floppy disk or CD-ROM), as the same may be amended and updated from time to time. b." CIW Reformatted Content" means the modifications, translations and alterations by PTJ to the CIW Content as authorized by the Existing Agreements.

c." CIW Exam" means all or any part of Prosoft' s copyrighted high-stake CIW certification tests, the successful completion of which is required for certification in one or more CIW area of expertise.


1 d." CIW Reformatted Exam" means all or any part of a CIW Exam that PTJ has translated into the Japanese language. e." New Courseware" means new web development or internet training curriculum in the Japanese language in any format or medium, including, but not limited to print, multimedia, interactive CD-ROM and/or DVD self-instruction and online Internet-based instruction created by PTJ that does not rely on, is not based on or is not a translation of the CIW Content. f." New Exam" means a new test related to web development or Internet training in the Japanese language created by PTJ that does not rely on or is not a translation of the CIW Exam but can be used for certification in one or more CIW area of expertise.

g." Effective Date" means April 27, 2006.

3. Transfer of Copyrights and Grant of Certain Rights

3.1 Transfer of Copyrights in CIW Reformatted Content. The parties acknowledge that PTJ has previously created CIW Reformatted Content under license from Prosoft, the copyright to which is owned by Prosoft. As such, Prosoft hereby irrevocably assigns, transfers and delivers to PTJ all right, title and interest in and to the CIW Reformatted Content, as translated into Japanese, including all copyrights and moral rights relating thereto. Prosoft hereby expressly acknowledges that PTJ will create Japanese translations of CIW Content in the future, and the copyrights of such resultant CIW Reformatted Content will belong to PTJ. For the avoidance of doubt, PTJ' s exercise of its rights in the CIW Reformatted Content shall be unrestricted and shall not be subject to Prosoft' s rights in the copyrights to the underlying English language works. Prosoft shall provide all reasonably requested cooperation to PTJ to complete such transfer and record such transfer in any applicable national copyright office.

3.2 Exclusive Translation Rights. Prosoft grants to PTJ exclusive right to translate the CIW Exams into the Japanese language as a work-made-for-hire.

3.3 Right to Create New Courseware. PTJ shall have the right to create New Courseware a ...