EMPLOYMENT AGREEMENT



     This Employment Agreement ("Agreement") is made this 1st day of February,

2000, between PROSOFTTRAINING.COM, INC., a Nevada corporation (the "Company"),

and JERRELL M. BAIRD ("Employee").



     WHEREAS:



     A.   The Company is engaged in the provision of internet and intranet

training and other computer training and services.



     B.   The Company and Employee are parties to an Employment Agreement dated

January 1, 1999 (the "Existing Employment Agreement"), which the parties desire

to amend pursuant to the terms of this Agreement.



     NOW, THEREFORE, in consideration of the promises and mutual covenants

herein set forth, the parties do hereby agree and promise as follows:



     1.   Employment. The Company hereby employs Employee and Employee hereby

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accepts employment under the terms and conditions set forth below. The

Employee's title shall be Chief Executive Officer.



     2.   Duties.

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          2.1  The Employee shall perform such managerial, supervisory,

development or executive duties in connection with the business of the Company

as the board of directors of the Company (the "Board of Directors") may from

time to time assign consistent with Employee's title of Chief Executive Officer.



          2.2  Employee will report and be responsible to the Board of

Directors. 2.3 Employee agrees to devote his full business time, energy and

skills to such employment subject to absences and customary vacations and for

temporary illnesses.



          2.4  Employee will not engage in other gainful occupation during the

term of this Agreement without prior written consent of the Company; provided,

however, that nothing contained herein shall be construed to prevent the

Employee from trading for his own account and benefit in stocks, bonds,

securities, real estate, commodities and other forms of investments.



     3.   Term. The term of this Agreement shall begin on February 1, 2000 and

shall continue until January 31, 2002, unless earlier terminated pursuant to the

provisions hereof.

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     4.   Compensation.

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          4.1  Employee shall receive a base salary of $200,000 per year payable

in equal installments on the Company's regular payroll dates ("Base Salary"),

which Base Salary the Company shall continue to pay during the term of this

Agreement until the Company is no longer obligated to pay the same pursuant to

the provisions of Section 6 hereof.



          4.2  In addition to Employee's Base Salary, Employee shall be entitled

to receive an annual bonus each calendar year of up to $80,000, to be determined

as follows:



               (a)  $12,000 shall be earned if the closing bid price for the

Company's Common Stock, as reported by NASDAQ (the "Company Closing Price"), is

equal to or greater than $20 for five consecutive business days during that

calendar year;



               (b)  An additional $12,000 shall be earned if the Company Closing

Price is equal to or greater than $25 for five consecutive business days during

that calendar year;



               (c)  An additional $8,000 per fiscal quarter in which gross

revenue of the Company equals or exceeds $4,500,000, up to a maximum of three

quarters per calendar year ($24,000 maximum per calendar year);



               (d)  Up to an additional $32,000 to be determined by the Board of

Directors of the Company, in its sole and absolute discretion, taking into

account whatever factors it considers appropriate, including but not limited to

the Company's success in securing an investment banker and completing a

secondary public offering.



     The bonus for each calendar year shall be payable on February 1 of the

following year.  The bonus shall be paid in cash or, at the option of the

Company, in shares of Common Stock of the Company valued at the Closing Price on

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