Exhibit 2.6

                                    EXHIBIT D
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

      AGREEMENT dated as of July 21, 2005, between MERCATOR MOMENTUM FUND, L.P.,
MERCATOR  MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD.  (collectively,  the
"Funds")  and M.A.G.  Capital,  LLC ("MAG")  (the Funds and MAG are  referred to
individually as a "Holder" and  collectively as the "Holders"),  and Futuremedia
PLC a corporation organized under the laws of England and Wales (the "Company").

      WHEREAS,   the   Funds   have   purchased   convertible   debentures   the
("Debentures"),  for an aggregate purchase price of $4,000,000,from the Company,
and have the right to cause  their  Debentures  to be  converted  into  Ordinary
Shares,  (the  "Ordinary  Shares"),  of the Company,  pursuant to the conversion
price set forth in the Debentures;

      WHEREAS,  each  Fund  and  MAG  have  acquired  Warrants  (together,   the
"Warrants")  from the  Company,  pursuant to which the Holders have the right to
purchase in the  aggregate up to Six Million One Hundred  Seventy-Five  Thousand
One Hundred Four (6,175,104)  shares of the Ordinary Shares through the exercise
of the Warrants;

      WHEREAS,  the Company  desires to grant to the  Holders  the  registration
rights set forth herein with respect to the Ordinary  Shares  issuable  upon the
conversion of the Debentures and the exercise of the Warrants.

      NOW, THEREFORE, the parties hereto mutually agree as follows:

      1. Registrable Securities. As used herein the terms "Registrable Security"
means  each of the  Ordinary  Shares  (i)  issued  upon  the  conversion  of the
Debentures (the "Conversion  Shares") or (ii) upon exercise of the Warrants (the
"Warrant  Shares"),  provided,  however,  that with  respect  to any  particular
Registrable  Security,  such security  shall cease to be a Registrable  Security
when,  as of  the  date  of  determination  that  (a) it  has  been  effectively
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
and disposed of pursuant thereto,  or (b) registration  under the Securities Act
is no longer  required for the immediate  public  distribution of such security.
The term "Registrable Securities" means any and/or all of the securities falling
within the foregoing definition of a "Registrable Security." In the event of any
merger,  reorganization,  consolidation,  recapitalization  or other  change  in
corporate structure affecting the Ordinary Shares, such adjustment shall be made
in the  definition  of  "Registrable  Security"  as is  appropriate  in order to
prevent  any  dilution or  enlargement  of the rights  granted  pursuant to this
Section 1.

      2. Registration.

      (a) The Company shall file a  registration  statement  (the  "Registration
Statement")  with the  Securities  and Exchange  Commission  (the "SEC")  within
forty-five  (45) days after the date of this  Agreement in order to register the
resale of the Registrable  Securities  under the Securities Act. Once effective,
the Company shall maintain the effectiveness of the Registration Statement until
the  earlier of (i) the date that all of the  Registrable  Securities  have been
sold,  or (ii) the date  that all of the  Registrable  Securities  may be freely
traded without registration under the Securities Act, under Rule 144 promulgated
under the Securities Act or otherwise.

<PAGE>

            (b) The Company will initially include in the Registration Statement
as  Registrable  Securities  Eighteen  Million  Two Hundred  Sixty-Two  Thousand
(18,262,000) Ordinary Shares.

      3. Covenants of the Company with Respect to Registration.

      The Company covenants and agrees as follows:

            (a) The  Company  shall use best  efforts to cause the  Registration
Statement  to become  effective  with the SEC as promptly as possible  and in no
event more than 100 days after filing the  Registration  Statement with the SEC.
If any stop  order  shall be  issued  by the SEC in  connection  therewith,  the
Company  shall use best  efforts to obtain  promptly  the removal of such order.
Following the effective date of the Registration  Statement,  the Company shall,
upon the  request of any Holder,  forthwith  supply  such  reasonable  number of
copies of the  Registration  Statement,  preliminary  prospectus  and prospectus
meeting  the  requirements  of the  Securities  Act,  and  any  other  documents
necessary or incidental to the public offering of the Registrable Securities, as
shall be  reasonably  requested  by the  Holder to permit  the  Holder to make a
public distribution of the Holder's Registrable  Securities.  The obligations of
the Company  hereunder with respect to the Holder's  Registrable  Securities are
subject to the Holder's  furnishing to the Company such appropriate  information
concerning the Holder, the Holder's Registrable  Securities and the terms of the
Holder's  offering of such Registrable  Securities as the Company may reasonably
request in writing.

            (b) The Company shall pay all costs, fees and expenses in connection
with the  Registration  Statement filed pursuant to Section 2 hereof  including,
without limitation,  the Company's legal and accounting fees, printing expenses,
and blue sky fees and  expenses;  provided,  however,  that each Holder shall be
solely  responsible  for the  fees of any  counsel  retained  by the  Holder  in
connection  with  such  registration  and any  transfer  taxes  or  underwriting
discounts,  commissions or fees applicable to the Registrable Securities sold by
the Holder pursuant thereto.

            (c) The  Company  will take all  actions  which may be  required  to
qualify or register  the  Registrable  Securities  included in the  Registration
Statement  for the offer and sale under the  securities or blue sky laws of such
states as are reasonably  requested by each Holder of such securities,  provided
that the Company  shall not be obligated to execute or file any general  consent
to service of process  or to  qualify as a foreign  corporation  to do  business
under the laws of any such jurisdiction.

      4. Additional Terms.

            (a) The Company  shall  indemnify  and hold harmless the Holders and
each  underwriter,  within the meaning of the  Securities  Act, who may purchase
from or sell for any Holder,  any Registrable  Securities,  from and against any
and all losses,  claims,  damages and liabilities caused by any untrue statement
of  a  material  fact  contained  in  the  Registration  Statement,   any  other
registration  statement  filed by the  Company  under  the  Securities  Act with
respect to the registration of the Registrable  Securities,  any  post-effective


                                      -2-
<PAGE>

amendment to such registration statements, or any prospectus included therein or
caused by any omission to state  therein a material  fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar as such losses,  claims,  damages or liabilities  are caused by any such
untrue statement or omission based upon information  furnished or required to be
furnished in writing to the Company by the Holders or underwriter  expressly for
use therein,  which  indemnification  shall  include  each  person,  if any, who
controls any Holder or underwriter  within the meaning of the Securities Act and
each  officer,  director,  employee  and agent of each  Holder and  underwriter;
provided, however, that the indemnification in this Section 4(a) with respect to
any prospectus  shall not inure to the benefit of any Holder or underwriter  (or
to the benefit of any person  controlling  any Holder or underwriter) on account
of any  such  loss,  claim,  damage  or  liability  arising  from  the  sale  of
Registrable  Securities by the Holder or underwriter,  if a copy of a subsequent
prospectus   correcting  the  untrue  statement  or  omission  in  such  earlier
prospectus  was provided to such Holder or  underwriter  by the Company prior to
the subject sale and the subsequent  prospectus was not delivered or sent by the
Holder or underwriter to the purchaser prior to such sale and provided  further,
that the Company  shall not be obligated to so indemnify  any Holder or any such
underwriter  or other person  referred to above unless the Holder or underwriter
or other  person,  as the case may be,  shall  at the same  time  indemnify  the
Company, its directors, each officer signing the Registration Statement and each
person,  if any, who controls the Company  within the meaning of the  Securities
Act, from and against any and all losses, claims, damages and liabilities caused
by any  untrue  statement  of a  material  fact  contained  in the  Registration
Statement,  any registration statement or any prospectus required to be filed or
furnished by reason of this Agreement or caused by any omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading,  insofar as such losses,  claims,  damages or
liabilities  are  caused  by  any  untrue   statement  or  omission  based  upon
information  furnished  in writing to the  Company by the Holder or  underwriter
expressly for use therein.

            (b)  If for  any  reason  the  indemnification  provided  for in the
preceding section is held by a court of competent jurisdiction to be unavailable
to an indemnified  party with respect to any loss, claim,  damage,  liability or
expense  referred  to  therein,   then  the  indemnifying   party,  in  lieu  of
indemnifying such indemnified  party thereunder,  shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or liability in such  proportion as is appropriate to reflect the relative fault
of the  indemnified  party  and the  indemnifying  party,  as well as any  other
relevant equitable considerations.

            (c) Neither the filing of a  Registration  Statement  by the Company
pursuant to this Agreement nor the making of any request for prospectuses by the
Holder  shall  impose  upon any  Holder  any  obligation  to sell  the  Holder's
Registrable Securities.

            (d) Each  Holder,  upon  receipt of notice from the Company  that an
event has occurred which requires a Post-Effective Amendment to the Registration
Statement or a supplement to the  prospectus  included  therein,  shall promptly
discontinue the sale of Registrable  Securities until the Holder receives a copy
of a  supplemented  or amended  prospectus  from the Company,  which the Company
shall provide as soon as practicable after such notice.

                                      -3-
<PAGE>

            (e) If the Company fails to keep the Registration Statement referred
to above  continuously  effective during the requisite period,  then the Company
shall,  promptly upon the request of any Holder,  use best efforts to update the
Registration  Statement  or  file  a new  registration  statement  covering  the
Registrable  Securities  remaining  unsold,  subject to the terms and provisions
hereof.

            (f) Each Holder  agrees to provide the Company with any  information
or undertakings  reasonably requested by the Company in order for the Company to
include any appropriate  information  concerning the Holder in the  Registration
Statement  or in order to promote  compliance  by the Company or the Holder with
the Securities Act.

            (g) The Company agrees that it shall cause each of its directors and
officers to refrain from  selling any shares of the  Company's  Ordinary  Shares
until the Registration Statement has been declared effective.

            (h) Commencing on the date hereof and continuing  until such time as
the Debentures and Warrants are no longer outstanding, each Holder, on behalf of
themselves and their  affiliates,  hereby covenant and agree not to, directly or
indirectly,  offer to "short sell", contract to "short sell" or otherwise "short
sell" the securities of the Company,  including,  without  limitation,  Ordinary
Shares that will be received as a result of the  conversion of the Debentures or
exercise of the Warrants.

      5. Governing Law. The Registrable  Securities will be, if and when issued,
delivered  in New  York.  This  Agreement  shall be deemed to have been made and
delivered  in the  State of New  York and  shall  be  governed  as to  validity,
interpretation,  construction,  effect and in all other respects by the internal
substantive  laws of the State of New York,  without giving effect to the choice
of law rules thereof.

      6. Amendment.  This Agreement may only be amended by a written  instrument
executed by the Company and the Holders.

      7. Entire  Agreement.  This Agreement  constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior  agreements  and  understandings  of the parties,  oral and written,  with
respect to the subject matter hereof.

      8.  Execution in  Counterparts.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same document.

      9. Notices.  Any notices required or permitted to be given under the terms
of this Agreement  shall be sent by certified or registered mail (return receipt
requested) or delivered  personally or by courier or by confirmed telecopy , and
shall be effective five days after being placed in the mail, if mailed,  or upon
receipt  or  refusal  of  receipt,  if  delivered  personally  or by  courier or
confirmed  telecopy,  in each case addressed to a party.  The addresses for such
communications shall be:

                                      -4-
<PAGE>

To Company:
Futuremedia Plc
Nile House
Nile Street
Brighton
BN1 1HW
Tel: +44 (0) 1273 829700
Fax: +44 (0) 1273 829702

With a copy to:

Mark A. Dorff, Esq.
Brown Rudnick / 8 Clifford Street / London W1S 2LQ
Tel: +44-20-7851-6005 (Direct)
Fax: +44-20-7851-6100

If to Holder:

M.A.G. Capital, LLC
555 South Flower Street
Suite 4200
Los Angeles, CA 90071
Telephone No.: (213) 533-8288
Facsimile No.:  (213) 533-8285
Attention:        David Firestone

With a copy to

Sheppard Mullin Richter & Hampton LLP
333 South Hope Street
48th Floor
Los Angeles, CA 90071-1448
Telephone No.: (213) 620-1780
Facsimile No.:  (213) 620-1398
Attention:        David C. Ulich

Each party hereto may from time to time change its address or  facsimile  number
for notices  under this Section by giving at least ten (10) days' prior  written
notice of such changed address or facsimile  number, in the case of the Funds to
the Company, and in the case of the Company to all of the Funds and M.A.G.

      10. Binding Effect;  Benefits. Any Holder may assign its rights hereunder.
This  Agreement  shall inure to the benefit of, and be binding upon, the parties
hereto  and  their  respective  heirs,  legal  representatives,  successors  and
assigns.  Nothing herein  contained,  express or implied,  is intended to confer
upon any person other than the parties hereto and their respective heirs,  legal
representatives  and  successors,  any rights or remedies  under or by reason of
this Agreement.

                                      -5-
<PAGE>

      11.  Headings.  The headings  contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

      12. Severability. Any provision of this Agreement which is held by a court
of  competent   jurisdiction   to  be   prohibited  or   unenforceable   in  any
jurisdiction(s) shall be, as to such jurisdiction(s),  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

      13. Reserved.

      14. Attorneys' Fees and  Disbursements.  If any action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the prevailing
party or parties  shall be entitled  to receive  from the other party or parties
reasonable  attorneys' fees and disbursements in addition to any other relief to
which the prevailing party or parties may be entitled.

             [The balance of this page is intentionally left blank.]


                                      -6-
<PAGE>

      IN WITNESS WHEREOF,  this Agreement has been executed and delivered by the
parties hereto as of the date first above written.


                                 FUTUREMEDIA PLC



                                 By:  /s/ Leonard M. Fertig
                                      ------------------------------------------
                                 Name:  Leonard M. Fertig
                                        ----------------------------------------
                                 Its:        President

                                 HOLDERS:

                                 MERCATOR MOMENTUM FUND, L.P.

                                 By:   M.A.G. CAPITAL, LLC
                                 Its:  General Partner

                                 By:  /s/ David Firestone
                                      ------------------------------------------
                                 Name: David Firestone
                                 Its:  Managing Member

                                 MERCATOR MOMENTUM FUND III, L.P.

                                 By: M.A.G. CAPITAL, LLC
                                 Its: General Partner

                                 By:  /s/ David Firestone
                                     -------------------------------------------
                                 Name: David Firestone
                                 Its:  Managing Member


                                 MONARCH POINTE FUND, LTD.

                                 By:  /s/ David Firestone
                                      ------------------------------------------
                                 Name: David Firestone
                                 Its:  President


                                 M.A.G. CAPITAL, LLC

                                 By:  /s/ David Firestone
                                     -------------------------------------------
                                 Name: David Firestone
                                 Its:  Managing Member


                                      -7-