POSO Prosoft Learning (MM)

Prosoft Learning Corp. (Nasdaq: POSO) today announced it received a letter from Nasdaq on May 6, 2005, indicating that Prosoft is not in compliance with Nasdaq Marketplace Rule 4310(c)(4), which establishes a minimum $1.00 closing bid price per share requirement for continued listing. Prosoft will have a period of 180 calendar days following the notification to achieve compliance. If compliance with the rule cannot be demonstrated by Nov. 2, 2005, Nasdaq will determine whether the company meets the initial listing criteria as set forth in Marketplace Rule 4310(c)(4). If the company meets the initial listing criteria, it will be eligible for an additional 180-calendar-day compliance period. If the company is not eligible for an additional compliance period, Nasdaq will provide written notification that the company's securities will be delisted. At that time, the company may appeal the determination to delist its securities to a Listing Qualifications Panel. About Prosoft Learning Corp. Prosoft Learning Corp. offers content and certifications to enable individuals to develop and validate critical Information and Communications Technology (ICT) workforce skills. Prosoft is a leader in the workforce development arena, working with state and local governments and school districts to provide ICT education solutions for high school and community college students. Prosoft has created and distributes a complete library of classroom and e-learning courses. Prosoft distributes its content through its ComputerPREP division to individuals, schools, colleges, commercial training centers and corporations worldwide. Prosoft owns the CIW job-role certification program for Internet technologies and the CCNT (Certified in Convergent Network Technologies) certification, and manages the CTP (Convergence Technologies Professional) vendor-neutral certification for telecommunications. To learn more, visit www.ProsoftLearning.com, www.ComputerPREP.com, www.CIWcertified.com and www.CTPcertified.com. Forward-Looking Statements Except for historical information contained herein, the matters discussed in this press release are statements of a forward-looking nature that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, without limitation, the company's dependence on the timely development, introduction and acceptance of courses, proprietary certifications and other products; the acceptance of ICT certifications in general; the continued and improved penetration of the academic, learning center and corporate markets; the successful implementation of strategic relationships; the ability of the company to maintain its Nasdaq SmallCap listing; the effect of changing economic conditions; and the other risks and uncertainties outlined in the company's filings with the Securities and Exchange Commission, including, but not limited to, the company's Annual Report on Form 10-K/A and Quarterly Reports on Form 10-Q. The company undertakes no obligation to update this forward-looking information.