POSO Prosoft Learning (MM)

Prosoft Learning Corp. (NASDAQ: POSO) today announced that it received a letter from the NASDAQ Listing Qualifications Department on Nov. 3, 2005, stating that Prosoft has failed to meet or exceed the $1 minimum bid price required for listing on the Nasdaq SmallCap Market for 180 calendar days, and that Prosoft's shares will be delisted effective with the opening of trading on Nov. 14. The company expects that its shares will be traded on the Over the Counter Bulletin Board ("OTCBB"). Investors using online trading systems may be required to change the ticker symbol from POSO to POSO.OB. "We have anticipated this decision by the NASDAQ, and our board of directors has decided that the time and expense involved in requesting a hearing, given that the company is ineligible for an additional extension, would not be a prudent use of the company's resources," stated Prosoft's president and CEO Benjamin Fink. "Our immediate focus is on building shareholder value by continuing our improvements in operating performance and expanding the adoption of the CIW program throughout the country." Delistment from the Nasdaq SmallCap Market is an event of default under the company's Subordinated Secured Convertible Note and the Secured 8% Convertible Notes. Such a default provides the holders of the notes with the ability to require immediate repayment of the principal and interest then owed under the notes. This circumstance was a principal factor behind the company's independent auditors issuing a going concern qualification in the company's Form 10-K filed on Oct. 28, 2005. The company is negotiating with its noteholders and anticipates that before its last day of trading on the Nasdaq SmallCap Market, it will sign a forbearance agreement that will provide for a temporary waiver of the event of default under the notes. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter equity securities. OTCBB securities are traded by a community of registered market makers that enter quotes and trade reports through a computer network. Information regarding the OTCBB, including stock quotes, can be found at www.otcbb.com. Investors should contact their brokers for further information about executing trades in the company's common stock on the OTCBB. 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 find out 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 expected delisting of the company's common stock from the Nasdaq SmallCap Market; the company's ability to obtain waivers under its senior note obligations and the terms of such waivers; 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 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-KSB and Quarterly Reports on Form 10-Q. The company undertakes no obligation to update this forward-looking information.