Exhibit 4.6

                               Dated: 19 May 2005


                          RULES OF THE FUTUREMEDIA PLC
                        2005 UNAPPROVED SHARE OPTION PLAN


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                                    CONTENTS

Clause                                                              Page Number


1.       Interpretation.......................................................1

2.       Purpose and Participation............................................5

3.       Number of Shares Subject to Options..................................6

4.       Rights to Exercise Options...........................................6

5.       Lapse of Options.....................................................6

6.       Exercise of Options..................................................7

7.       Take-overs, Reconstructions and Amalgamations........................8

8.       Exchange of Options..................................................9

9.       Winding-Up...........................................................11

10.      Adjustment of Options................................................11

11.      Option Holder to Bear Cost of Employer's NICs on Option Gains........12

12.      Option Holder's Tax Indemnity........................................12

13.      Expenses.............................................................13

14.      Notices..............................................................13

15.      General..............................................................13

16.      Modifications and Alterations to the Plan and Options................14

17.      Term and Termination.................................................14

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                          RULES OF THE FUTUREMEDIA PLC

                        2005 UNAPPROVED SHARE OPTION PLAN

1.    Interpretation

1.1   In this Plan the  words  and  expressions  set out  below  shall  have the
      meanings specified against them unless otherwise specifically provided and
      any  reference to a provision of an Act of  Parliament  shall  include any
      modification, consolidation, re-enactment or extension of it:

      "Accounting                       Period"  means an  accounting  reference
                                        period  of the  Company  as  defined  by
                                        section 224 of the Companies Act 1985 or
                                        a new accounting reference period of the
                                        company as defined by section 225 of the
                                        Companies Act 1985;


      "Acquiring Company"               means a company which obtains control of
                                        the Company in accordance with Rule 8;

      the "Auditors"                    means the auditors for the time being of
                                        the  Company  or in the  event  of there
                                        being joint auditors such one of them as
                                        the Directors shall select;

      "Balance Option Certificate"      means  the  certificate   issued  to  an
                                        Option  Holder in  accordance  with Rule
                                        6.2;

      the "Company"                     means Futuremedia Public Limited Company
                                        (registered in England no. 1616681);

      "Control"                         bears   the   meaning   given   to  that
                                        expression  by section  187 of the Taxes
                                        Act;

      "Date of Adoption"                means the date of the  adoption  of this
                                        Plan by the Directors;

      "Date of Grant"                   means the date upon which the  Directors
                                        resolve to grant an Option in accordance
                                        with Rule 2.2;

      "Directors"                       means the  Directors  for the time being
                                        of the company or the Directors  present
                                        at  a  duly  convened   meeting  of  the
                                        Directors   or  of  a   duly   appointed
                                        committee  of the  Directors  at which a
                                        quorum is present;

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      "EMI Plan"                        means the the Futuremedia PLC Enterprise
                                        Management Incentive Plan 2005;



      "Employer's NICs"                 means the  amount of  secondary  Class I
                                        NICs  payable  in  respect of any Option
                                        Gain;

      "Employment"                      means  employment by the Company  and/or
                                        any Subsidiary and/or for the purpose of
                                        Rule  8  any  Acquiring   Company  or  a
                                        company   under  the   Control   of  the
                                        Acquiring Company but for the purpose of
                                        this Plan excludes employment during any
                                        period of notice of dismissal;

      "Exchange Act"                    means  the  United   States   Securities
                                        Exchange Act of 1934, as amended;

      "Issue or Re-Organisation"        means  any  issue  of  shares  or  other
                                        securities  of the  Company  and/or  any
                                        consolidation    or    sub-division   or
                                        reduction   of  share   capital  of  the
                                        Company  and/or any other  variation  in
                                        the share  capital of the Company  which
                                        in the opinion of the Auditors justifies
                                        a  variation  in the  number  of  shares
                                        subject to an Option or the Option Price
                                        of that Option;

      "Market Value"                    means the last sale  price of the Shares
                                        (which expression shall for the purposes
                                        of  this  definition   include  American
                                        Depositary Shares ("ADSs"), as evidenced
                                        by    American    Depositary    Receipts
                                        ("ADRs"),  representing  the  Shares) as
                                        reported by the NASDAQ  SmallCap  Market
                                        (or any other national or  international
                                        securities  exchange on which the Shares
                                        are traded) on the relevant  date or, if
                                        there is no reported  sale of the Shares
                                        on the  relevant  date,  the  last  sale
                                        price for the Shares  immediately  prior
                                        to the relevant  date; and if the Shares
                                        are not Publicly Traded,  the value of a
                                        Share as  determined by the Directors or
                                        the Remuneration Committee;

                                        2
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      "NICS"                            means United Kingdom national  insurance
                                        contributions;

      "NI Regulations"                  means   the   laws,    regulations   and
                                        practices  currently  in  force  in  the
                                        United Kingdom relating to liability for
                                        and the collection of NICs;

      "Option"                          means a right  granted to subscribe  for
                                        Shares  pursuant  to this Plan  which is
                                        for the time being subsisting;

      "Option Certificate"              means a certificate  issued to an Option
                                        Holder in accordance with Rule 2.4;

      "Option                           Gain"  means a gain  realised  upon  the
                                        exercise,  assignment  or  release of an
                                        Option,  being a gain that is chargeable
                                        to income tax under  section  135 of the
                                        Taxes Act;

      "Option Holder"                   means a person holding an Option;

      "Option Holder's Employer"        means,  in relation to an Option Holder,
                                        the  Company or such  Subsidiary  of the
                                        Company as is or, if the  Option  Holder
                                        has  ceased  to  be  employed   for  any
                                        Subsidiary,   was  the  Option  Holder's
                                        employer  or such  other  Subsidiary  or
                                        other   person   as,   under   the  PAYE
                                        Regulations  or, as the case may be, the
                                        NI  Regulations,  or any other statutory
                                        or  regulatory  enactment  is obliged to
                                        account for any Option Tax Liability. In
                                        the   context   of  an  Option   Holder,
                                        "Employer"     shall    be     construed
                                        accordingly;

      "Option                           Price" means the subscription  price for
                                        a Share  comprised  in any Option  which
                                        shall  be  determined  by the  Directors
                                        and,  subject  to Rule 10,  shall be not
                                        less than the higher of:

                                        (a) the nominal value of a Share; or

                                        (b) the Market Value of a Share;

      "Option Tax Liability"            in relation to an Option  Holder,  means
                                        any  liability  of the  Option  Holder's
                                        Employer   to   account  to  the  United
                                        Kingdom  Inland  Revenue  for any amount
                                        of, or representing,  income tax or NICs
                                        (which may, to the extent  provided  for
                                        in Rule 11  (Option  Holder to bear cost
                                        of  employer's  NICs on  Option  Gains),
                                        include  Employer's  NICs) on any Option
                                        Gain;

                                       3
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      "Ordinary Share Capital"          has the same  meaning as in Section  832
                                        of the Income and Corporation  Taxes Act
                                        1988;

      "Participant"                     means any  person to whom  Options  have
                                        been granted under the Plan;

      "PAYE Regulations"                the  regulations  made under section 203
                                        of the Taxes Act;

      the "Plan"                        means   the    Futuremedia    PLC   2005
                                        Unapproved Share Option Plan established
                                        by these Rules in its present form or as
                                        from time to time amended in  accordance
                                        with the provisions hereof;

      "Publicly Traded"                 means that Shares are  regularly  traded
                                        in  a  public  market  or  a  recognised
                                        investment exchange,  or that a class of
                                        shares  is  required  to  be  registered
                                        under Section 12 of the Exchange Act, or
                                        that shares of that class have been sold
                                        within  the  preceding  12  months in an
                                        underwritten public offering;

      "Remuneration                     means  a  committee  of  the  board   of
       Committee"                       directors of  the Company  appointed for
                                        (inter  alia)   the   purpose   of   the
                                        administration of the Plan and comprised
                                        solely of non-executive Directors;

      "Securities Act"                  means the United States  Securities  Act
                                        of 1933, as amended;

      "Shares"                          means  fully  paid  ordinary  shares  of
                                        1(1)/9  pence each in the capital of the
                                        Company;

      "SIP"                             means   the    Futuremedia   PLC   Share
                                        Incentive Plan 2005;

                                       4
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      "Subsidiary"                      means a company which is a subsidiary of
                                        the   Company   within  the  meaning  of
                                        section 736 of the Companies Act 1985;

      "Taxes Act"                       means the Income and  Corporation  Taxes
                                        Act 1988.

1.2   In these Rules,  unless the context otherwise  requires words denoting the
      singular  number only shall include the plural  number and words  denoting
      the masculine gender shall include the feminine gender.

2.    Purpose and Participation

2.1   The purpose of the Plan is to provide Options to (a) employees,  officers,
      directors,  consultants and advisors of the Company and its  Subsidiaries,
      and  (b)  any  other  person  who is  determined  by the  Directors  (or a
      committee thereof) to have made (or is expected to make)  contributions to
      the Company.

2.2   Subject to these Rules,  the  Remuneration  Committee  shall have absolute
      discretion  to recommend  the grant of Options and determine the number of
      Shares and other terms and conditions which Options shall be granted upon.

2.3   The Directors  shall,  on such dates as they shall  determine,  grant such
      Options to such  Participants as have been recommended to receive Options.
      No person shall be entitled as of right to participate in the Plan.

2.4   The  Directors  shall  grant  Options  by  resolutions.  The  date of such
      resolution  shall be  taken  for all  purposes  of the Plan as the Date of
      Grant in respect of the relevant Option unless otherwise determined by the
      Directors.  On the Date of Grant or as soon as practicable  thereafter the
      Directors shall issue to each such Participant an Option  Certificate.  No
      payment to the Company  shall be  required on the grant of an Option.  The
      Option  Certificate shall be in such form as the Directors shall from time
      to time determine and shall specify the number of Shares  comprised in the
      Option,  the Date of Grant, the Option Price, the date on which the Option
      will lapse and, any exercise  condition  and may require the Option Holder
      to agree to indemnify the Option Holder's  Employer against any Option Tax
      Liability.

2.5   Any  Participant  to whom an Option  is  granted  may by  notice  given in
      writing  within  30 days  after  its Date of  Grant  renounce  his  rights
      thereto, in which event such Option shall be deemed for all purposes never
      to have been granted.

2.6   Each Option  shall be personal to the Option  Holder to whom it is granted
      and other than a transfer to the Option Holder's personal  representatives
      on death shall not be  transferable,  assignable or chargeable.  Any other
      purported  transfer,  assignment,  charge,  disposal  or dealing  with the
      rights and interests of the Option Holder under this Plan shall render the
      Option void.

                                       5
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3.    Number of Shares Subject to Options

3.1   The number of Shares  that may be the  subject  of awards  under the Plan,
      when aggregated with the number of Shares that may be issued under the EMI
      Plan and the SIP,  shall not exceed an  aggregate  of  10,000,000  Shares.
      Shares  subject to any  Option  that may no longer be  exercised,  expires
      unexercised,  or is  reacquired,  surrendered  or terminated in accordance
      with its terms or  otherwise,  shall no longer count towards the aggregate
      number of Shares which have been the subject of Options issued  hereunder,
      and such number of Shares shall be subject to further  Option grants under
      the Plan.

4.    Rights to Exercise Options

4.1   In  recommending  the grant of Options,  the  Remuneration  Committee  may
      stipulate any  conditions  which shall apply to these Options and to their
      exercise, including, but not limited to:

      4.1.1 the date on which all or part of the Options all become exercisable;
            and

      4.1.2 the date on which an Option shall lapse,

      and the conditions stipulated by the Remuneration Committee shall apply to
      the Options granted in accordance with their recommendation.

4.2   Upon the death of an Option Holder any Option or Options held by him shall
      notwithstanding any exercise  conditions  specified at the date the Option
      is granted  become and shall  remain  capable of exercise by his  personal
      representative(s) but subject to the provisions of Rule 5.

4.3   Notwithstanding  any other provision of the Plan,  exercise of any and all
      Options  shall  be  subject  to  prior   approval  of  this  Plan  by  the
      shareholders of the Company (or any successor Plan in accordance with Rule
      8.5, as applicable).

5.    Lapse of Options

5.1   Insofar as it has not previously been exercised an Option shall lapse upon
      the earliest of the following:

      5.1.1 any date or dates of lapse  specified at the time that the Option is
            granted;

                                       6
<PAGE>

      5.1.2 the expiry of six months from the date of actual  termination of the
            Option Holder's Employment or service as a Director,  if applicable,
            (unless otherwise provided in the Option Certificate relating to the
            Option);

      5.1.3 in the event of an Option Holder's death the expiry of twelve months
            from the date of the Option Holder's death; or

      5.1.4 the date on which an Option lapses pursuant to Rules 7 to 9.

6.    Exercise of Options

6.1   Options may be exercised in whole or in part.

6.2   In order to exercise an Option in whole or in part,  the Option Holder (or
      as the case may be, his  personal  representative(s))  must deliver to the
      Secretary  of the  Company a notice in  writing  specifying  the number of
      Shares in respect of which the Option is being  exercised  accompanied  by
      payment  in full for  those  Shares  in  respect  of which  the  Option is
      exercised  and  evidence   satisfactory   to  the   Directors   that  such
      arrangements  have  been  made  as the  Directors  may  from  time to time
      reasonably  require  (and  notify to Option  Holders on request) to ensure
      that any Option Tax  Liability  will be reimbursed to the person which has
      accounted for such liability.  Such notice shall take effect on the day it
      is delivered and such day shall constitute,  for all purposes, the date of
      exercise of such  Option.  Such notice shall be given only in such form as
      the  Company  may from time to time  prescribe.  In the event of an Option
      being  exercised  in part only,  the  balance  of the  Option not  thereby
      exercised  shall continue to be exercisable in accordance  with Rule 4 and
      the  provisions  of this  Rule  until  such  time  as it  shall  lapse  in
      accordance  with the  provisions  of Rule 5 and the Company shall issue to
      the Option Holder a Balance Option  Certificate in respect of that part of
      his Option which the Option Holder had elected not to exercise.  A Balance
      Option  Certificate  shall state the remaining number of Shares over which
      the Option  remains  capable of exercise  and shall be in such form as the
      Directors shall from time to time determine. The Option Certificate or any
      Balance Option  Certificate  previously  issued to the Option Holder shall
      also be lodged with the Company on the  exercise of any Option or any part
      thereof.

6.3   As soon as  practicable  and in any event not less than  thirty days after
      receipt  by the  Company of such  notice,  Option  Certificate  or Balance
      Option Certificate and payment,  the Shares in respect of which the Option
      has been exercised  shall be issued by the Company upon  definitive  Share
      Certificates.

6.4   If, under the terms of a resolution  passed or an announcement made by the
      Company  prior to the date of exercise  of an Option,  a dividend is to be
      paid or is proposed to be paid to the holders of Shares on the register of
      members in respect of a record  date prior to such date of  exercise,  the
      Shares to be allotted upon such exercise will not rank for such  dividend.
      Subject as aforesaid,  the Shares so to be allotted shall be identical and
      rank pari passu in all  respects  with the fully  paid  shares of the same
      class in issue on the date of such exercise.

                                       7
<PAGE>

6.5   The Company has  registered  the Shares under the Exchange Act.  Until the
      Company  registers  the Shares  issuable upon exercise of Options with the
      United  States  Securities  and  Exchange  Commission  ("SEC")  under  the
      Securities  Act,  the Shares  issuable  upon  exercise of Options  granted
      pursuant to the Plan may be "restricted  securities" within the meaning of
      the Securities Act (or otherwise subject to restrictions on transfer under
      the  Securities  Act)  and,  in  which  case,  may not be  publicly  sold,
      transferred or otherwise disposed of unless subsequently  registered under
      the  Securities  Act or  unless an  exemption  from  registration  is then
      available.  Unless  Shares  issuable  upon exercise of an Option have been
      registered  under the  Securities  Act, any  certificates  evidencing  the
      Shares (or ADSs representing  Shares) will bear the following  restrictive
      legend:

                  The Shares  represented by this Certificate have not
                  been registered  under the United States  Securities
                  Act of 1933, as amended  ("Act"),  or the securities
                  laws of any other jurisdiction, and may not be sold,
                  transferred,   pledged,  hypothecated  or  otherwise
                  disposed of in any manner unless they are registered
                  under  such  Act  and  the  securities  laws  of any
                  applicable  jurisdictions or unless  exemptions from
                  such registration are available.

7.    Take-overs, Reconstructions and Amalgamations

7.1   Subject  to the  provisions  of  Rule  7.2,  if an  offer  is  made to all
      shareholders  to  acquire  the whole or a majority  of the issued  Shares,
      notice thereof shall be given by the Company to all Option Holders, and an
      Option  Holder  or (as the  case may be) his  personal  representatives(s)
      shall at any time  within six  months of the  offeror  (together  with any
      person  acting with him)  obtaining  Control of the Company be entitled to
      exercise  his  Option  in full  (whether  or not such  Option  would  have
      otherwise been fully vested at the time of such exercise but provided such
      exercise is before the expiry of the date upon which the Option  lapses in
      accordance  with  the  provisions  of  Rule  5).  All  Options   remaining
      unexercised at the expiry of the said period of six months shall lapse.


                                       8
<PAGE>

7.2   If,  during the period of six months  referred  to in Rule 7.1 the offeror
      becomes  entitled  to exercise  the rights of  compulsory  acquisition  of
      Shares  pursuant to  sections  428-430 of the  Companies  Act 1985 (or any
      statutory  modification  or  re-enactment  thereof)  and  gives  notice in
      writing to all Option  Holders of its intention to exercise such rights as
      regards  all  Shares  issued  pursuant  to  Options  exercised  prior to a
      specified  date (not being  earlier  than one month after the date of such
      notice),  Options shall remain  exercisable  in  accordance  with Rule 7.1
      until the specified  date subject  always to the  provisions of Rule 5 and
      subject to such  compulsory  rights of acquisition in fact being exercised
      in accordance with such notice.  Options shall lapse at the specified date
      to the extent that they have not then been exercised.

7.3   If under  section  425 of the  Companies  Act 1985 the Court  sanctions  a
      compromise  or  arrangement  proposed for the purpose of or in  connection
      with a Plan for the  reconstruction  of the Company,  or its  amalgamation
      with any other company or companies  notice  thereof shall be given by the
      Company to all Option Holders and an Option Holder or (as the case may be)
      his personal representative(s) shall at any time within six months of such
      compromise  or  arrangement  being  sanctioned by the Court be entitled to
      exercise  his  Option  in full  (whether  or not such  Option  would  have
      otherwise been fully vested at the time of such exercise but provided that
      it is before the date upon which the Option lapses in accordance  with the
      provisions of Rule 5). On expiry of the said period of six months  Options
      will lapse immediately.

8.    Exchange of Options

8.1   If an Acquiring Company:

      8.1.1 obtains Control of the Company as a result of making:

            8.1.1.1 a general  offer to acquire  the whole of the  issued  share
                  capital of the Company which is made on a condition  such that
                  if it is  satisfied  the  person  making  the offer  will have
                  Control of the Company; or

            8.1.1.2 a general offer to acquire all the Shares; or

      8.1.2 obtains  Control of the  Company in  pursuance  of a  compromise  or
            arrangement  sanctioned  by  the  Court  under  section  425  of the
            Companies Act 1985; or

      8.1.3 becomes  bound or  entitled  to acquire the  Ordinary  Shares  under
            sections 428 to 430 of the Companies Act 1985

      any  Option  Holder  may at any time  within the  appropriate  period,  by
      agreement with the Acquiring  Company,  release each subsisting  Option he
      holds  which has not lapsed in  accordance  with any other  provisions  of
      these Rules ("the Old Option") in  consideration  of the grant to him of a
      new Option ("the New Option") which complies with Rule 8.3.

                                       9
<PAGE>

8.2   In Rule 8.1 above "the appropriate period" means:

      8.2.1 in a case  falling  within  sub-paragraph  8.1.1,  the period of six
            months  beginning with the time when the person making the offer has
            obtained  Control of the Company and any condition  subject to which
            the offer is made is satisfied;

      8.2.2 in a case  falling  within  sub-paragraph  8.1.2,  the period of six
            months  beginning  with  the  time  when  the  court  sanctions  the
            compromise or arrangement; and

      8.2.3 in a case falling  within  sub-paragraph  8.1.3,  the period  during
            which the Acquiring  Company  remains bound or entitled as mentioned
            in that paragraph.

8.3   The New Option must:

      8.3.1 be over shares in the Acquiring  Company,  a company  having Control
            over the Acquiring Company or a Company which is or has Control of a
            Company  which  is  a  member  of a  consortium  owning  either  the
            Acquiring  Company  or a Company  having  Control  of the  Acquiring
            Company. Accordingly, with effect from the release of the Old Option
            and in  relation  to the  New  Option  in  Rules  4 to 14  inclusive
            references to "the Company"  (including  any such  references  which
            occur in  expressions  which are defined in Rule 1 and used in these
            Rules)  shall  be  construed  as if  they  were  references  to  the
            "Acquiring  Company" and  references in the Rules to "Shares"  (with
            the  exception  of Rule  2)  shall  be  construed  as if  they  were
            references  to shares in the  Acquiring  Company or, as the case may
            be, such other  company in respect of whose shares the New Option is
            granted;

      8.3.2 constitute  the right to acquire such number of Shares as has on the
            acquisition of the new Option an aggregate market value equal to the
            aggregate  market  value of the Shares the subject of the Old Option
            on its release  (market value for this purpose being  established as
            provided  in the  definition  of  "Market  Value"  in Rule  1.1 with
            substitution  of  a  reference  to  "the  date  of  acquisition  and
            disposal" for the reference to "the three dealing days preceding the
            relevant Date of Grant");

                                       10
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      8.3.3 have an Option Price such that the aggregate Option Price payable on
            complete exercise equals the aggregate Option Price which would have
            been payable on complete exercise of the Old Option; and

      8.3.4 be otherwise identical in terms to the Old Option.

8.4   The New Option  shall,  for all other  purposes of the Plan, be treated as
      having been  acquired at the same time as the Old Option in  consideration
      of the release of which it is granted.

8.5   Notwithstanding any other provision of the Plan, the Directors may, at any
      time in their  sole  discretion  and  without  the  consent  of any Option
      Holder, by resolution  determine that Options granted under the Plan shall
      be governed by the rules of another option plan, in which case the Options
      shall  thereafter be governed by the rules of such other plan and the Plan
      shall  be  deemed  to be  terminated;  provided,  however,  that  under no
      circumstances  shall any  actions  pursuant to this Rule 8.5 result in any
      material  adverse  change in the  benefits to any Option  Holder under the
      Plan or any Option.

9.    Winding-Up

9.1   If an  effective  resolution  of the  Company in general  meeting  for the
      voluntary  winding-up  of the Company is passed before the date upon which
      an Option lapses in accordance  with the  provisions of Rule 5 such Option
      shall thereupon become and shall remain capable of exercise for the period
      of twenty-eight  days after such resolution  becomes effective (at the end
      of which period all Options shall lapse  immediately),  provided that such
      Option is so exercised  before the date upon which it lapses in accordance
      with the provisions of Rule 5. If such  resolution is duly passed,  Option
      Holders who have  previously  exercised their Options (or who do so during
      the said  period of  twenty-eight  days)  having  duly  delivered  payment
      therefore and having delivered their Option  Certificate or Balance Option
      Certificate  shall be  entitled  to share in the assets of the Company but
      all other Options shall lapse.

9.2   An  Option  shall  lapse  immediately  in the event of the  Company  being
      wound-up otherwise than in the event of a voluntary winding-up.

10.   Adjustment of Options

10.1  Upon the occurrence of an Issue or Re-organisation, the maximum numbers of
      shares,  and/or the number or nominal  value of shares  comprised  in each
      Option and/or the Option Price  thereunder  may be adjusted in such manner
      as the Directors  (with the written  confirmation  of the Auditors that in
      their opinion the  adjustments  proposed are fair and reasonable) may deem
      appropriate.  Notice of any such adjustments  shall be given to the Option
      Holders  by the  Directors  who may at  their  discretion  call in  Option
      Certificates   or  Balance   Option   Certificates   for   endorsement  or
      replacement.

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11.   Option Holder to Bear Cost of Employer's NICs on Option Gains


11.1  In  accepting  the grant of an  Option  the  Option  Holder  shall,  if so
      required by the  Company,  agree with the  Company  and any other  company
      which is a "secondary  contributor"  in respect of Employer's NICs payable
      in respect of any Option Gain ("the Secondary Contributor") that:

      11.1.1 the  Secondary  Contributor  may recover from the Option Holder the
            whole of any Employer's NICs; and

      11.1.2 the Option  Holder  shall join with the  Secondary  Contributor  in
            making an election  (in such terms and such form and subject to such
            approval by the Inland  Revenue as provided in  paragraphs 3A and 3B
            of Schedule 1 to the Social Security  Contributions and Benefits Act
            1992) for the whole of any liability of the Secondary Contributor to
            Employer's NICs to be transferred to the Option Holder.

12.   Option Holder's Tax Indemnity

12.1  The Company  shall not be obliged to allot or  transfer  any Shares or any
      interest in Shares  pursuant to the exercise of an Option unless and until
      the Option Holder has paid to the Option Holder's Employer such sum as is,
      in the opinion of the Option  Holder's  Employer,  sufficient to indemnify
      the Option  Holder's  Employer in full against any Option Tax Liability or
      the Option  Holder has made such other  arrangement  as, in the opinion of
      the Option  Holder's  Employer,  will  ensure  that the full amount of any
      Option Tax Liability  will be recovered from the Option Holder within such
      period as the Option Holder's Employer may then determine.

12.2  In the absence of any such other arrangement being made, the Company shall
      have the right to retain,  out of the aggregate  number of Shares to which
      an Option  Holder  would  otherwise  be entitled  upon the  exercise of an
      Option,  such  number of Shares as, in the  opinion of the  Company,  will
      enable the  Company  to sell as agent for the  Option  Holder (at the best
      price which can reasonably  expect to be obtained at the time of sale) and
      to pay over to the Option Holder's  Employer  sufficient moneys out of the
      net proceeds of sale, after deduction of all fees commissions and expenses
      incurred  in  relation  to such  sale,  to  satisfy  the  Option  Holder's
      liability under such indemnity.

                                       12
<PAGE>

13.   Expenses

13.1  Any expenses of the Company involved in any issue of Shares in the name of
      any Option Holder or his personal representative(s) or nominee(s) shall be
      payable by the Company.

14.   Notices

14.1  Any  notification or other notice in writing which the Company is required
      to give,  or may desire to give, to any  Participant  or Option Holder (or
      his  personal  representative(s))  in  pursuance  of this  Plan  shall  be
      sufficiently given if delivered to him by hand or sent through the post in
      prepaid  cover  addressed  to the  Participant  or Option  Holder  (or his
      personal  representative(s))  at the last address  known to the Company as
      being  his  address.  Any  certificate,  notification  or other  notice in
      writing  required  to be  given to the  Company  or the  Secretary  of the
      Company shall be properly  given if sent to or delivered to the Company at
      its registered office. Any notification, certificate or other notices sent
      by post shall be deemed  delivered on the second working day following the
      date of posting. All notices, documents, or certificates given by or to an
      Participant or Option Holder (or his personal  representative(s)) shall be
      sent at his risk.

14.2  Option  Holders  (or their  personal  representative  (s)) shall have made
      available  to them copies of all notices and other  documents  sent by the
      Company to its holders of Shares generally.

15.   General

15.1  The Directors  shall at all times keep available for issue such authorised
      and unissued Shares as may be required to meet the subsisting subscription
      rights of Option Holders.

15.2  The decision of the  Directors in any dispute or question  relating to any
      Option shall be final and conclusive,  subject to the written confirmation
      of the Auditors  whenever  required under the provisions of this Plan. The
      Directors  may correct any defect or supply any omission or reconcile  any
      inconsistency in the Plan or in any Option in the manner and to the extent
      they shall deem  expedient to carry the Plan or any Option into effect and
      the Directors  shall be the sole and final judge of such  expediency.  All
      decisions by the  Directors  shall be final and binding on all  interested
      persons.  Neither  the Company  nor any  Director  shall be liable for any
      action or determination relating to the Plan.

                                       13
<PAGE>

15.3  Participation  in this  Plan by an  Option  Holder  is a  matter  entirely
      separate  from any pension right or  entitlement  he may have and from his
      terms or conditions of Employment and  participation in this Plan shall in
      no respects  whatever affect in any way an Option Holder's  pension rights
      or entitlement or terms or conditions of  Employment.  In particular  (but
      without  limiting the generality of the foregoing words) any Option Holder
      who leaves  Employment  shall not be entitled to any  compensation for any
      loss of any right of benefit or  prospective  right or benefit  under this
      Plan which he might  otherwise have enjoyed  whether such  compensation is
      claimed by way of damages for wrongful  dismissal or breach of contract or
      by way of compensation for loss of office or otherwise howsoever.

16.   Modifications and Alterations to the Plan and Options

16.1  Subject  to  requirements  of  applicable  law and  regulation  (including
      without  limitation the  shareholder  approval  requirements of the NASDAQ
      Marketplace  Rules or the rules of any other  stock  exchange on which the
      securities  of the Company  may be listed),  the Rules of this Plan may at
      any time and in any respects be modified or altered by  resolution  of the
      Directors.

16.2  The  Directors  may amend,  modify or  terminate  any  outstanding  Option
      including, but not limited to, substituting therefor another Option of the
      same or a different  type,  changing the date of exercise or  realisation,
      provided that the  Participant's  consent to such action shall be required
      unless the Directors  determine  that the action,  taking into account any
      related action, would not materially and adversely affect the Participant.

17.   Term and Termination

17.1  The Plan shall become effective on the Date of Adoption.  No Options shall
      be granted under the Plan after the  completion of ten years from the Date
      of Adoption, but Options previously granted may extend beyond that date.

17.2  Subject to Rule 17.1, the Company in general  meeting or the Directors may
      at any time  resolve  to  terminate  this Plan in which  event no  further
      Options shall be granted but the provisions of this Plan shall in relation
      to Options then subsisting continue in full force and effect.

                                       14
<PAGE>

                                    SCHEDULE

    The Futuremedia plc 2005 Unapproved Share Option Plan Option Certificate

Name of Optionholder:
                                ------------------------------------------------
Address of Optionholder:
                                ------------------------------------------------

                                ------------------------------------------------
Date of Grant:
                                ------------------------------------------------
Number of Shares:
                                ------------------------------------------------
Exercise Price:
                                ------------------------------------------------

                                ------------------------------------------------

FUTUREMEDIA  PLC HEREBY  GRANTS to the Option  holder  named  above an Option to
subscribe  for a maximum of           ordinary  shares in the Company at a price
per share of         p.

1.    The Option is exercisable  subject to and in accordance  with the rules of
      The Futuremedia 2005 Unapproved Share Option Plan as they are amended from
      time to time.

2.    It may  not  normally  be  exercised  before  the  [insert  vesting  date]
      anniversary of the Date of Grant and may not be exercised  after the tenth
      anniversary of the Date of Grant.

3.    The following conditions also apply to your Option:

[INSERT ANY OTHER CONDITIONS, INCLUDING PERFORMANCE, CONTINUED EMPLOYMENT, ETC]

4.    The  Option is not  transferable  but may be  exercised  by your  personal
      representatives in the event of your death.


EXECUTED AS A DEED by FUTUREMEDIA PLC
acting by:


------------------------
Director


------------------------
Secretary/Director

                                       15
<PAGE>

                          Form Of Acceptance Of Option

1.    I HEREBY ACCEPT the Option  granted to me over            shares under The
      Futuremedia plc 2005 Unapproved Share Option Plan on          and agree to
      accept and be bound by the rules of the Plan [and conditions as set out in
      the Appendix to the Option Certificate].

2.    [INCLUDE THIS IF EMPLOYER NIC TO BE TRANSFERRED TO OPTION HOLDER] I HEREBY
      IRREVOCABLY  ACCEPT AND AGREE with the Company AND  UNDERTAKE to any other
      company which is a "secondary  contributor" in respect of Class I National
      Insurance  contributions  ("NICs")  payable in respect of any Option  Gain
      ("the Secondary Contributor") that:

      (a)   the  Secondary  Contributor  may  recover  from me the  whole of any
            Employer's NICs; and

      (b)   I shall join with the  Secondary  Contributor  in making an election
            (in such  terms and such form and  subject to such  approval  by the
            Inland  Revenue as provided in paragraphs 3A and 3B of Schedule 1 to
            the Social  Security  Contributions  and  Benefits Act 1992) for the
            transfer of the whole of any liability of the Secondary  Contributor
            to Employer's NICs to be transferred to me.


3.    I HEREBY INDEMNIFY my Employer against any Option Tax Liability.

4.    I understand  and accept that the Company shall not be obliged to issue or
      transfer or procure the  transfer of any Shares to me upon the exercise of
      my Option  unless and until I have paid to my Employer  such sum as is, in
      the opinion of my Employer, sufficient to satisfy such indemnity mentioned
      in  paragraph 3 in full or I have made such other  arrangement  as, in the
      opinion of my Employer, will ensure that the full amount of any Option Tax
      Liability  will be  recovered  from me within  such  period as my Employer
      shall determine.

5.    I understand that, in the absence of any such arrangement  being made, the
      Company  shall have the right to retain,  out of the  aggregate  number of
      Shares to which I would  otherwise  be  entitled  upon the  exercise of my
      Option,  such  number of Shares as, in the  opinion of the  Company,  will
      enable  the  Company  to sell as my agent  (at the best  price  which  can
      reasonably be expected to be obtained at the time of sale) and to pay over
      to my Employer  sufficient  moneys out of the net proceeds of sale,  after
      deduction of all fees  commissions  and  expenses  incurred in relation to
      such sale, to satisfy my liability under such indemnity.

6.    I HEREBY  AUTHORISE  my  Employer  and the Company to transfer to any such
      other of those  persons and any other person  charged with  responsibility
      for the  administration  of the  Plan  any  information  about me which is
      reasonably  necessary  to enable  such other  person to fulfil any duty or
      other  obligation  which it may have pursuant to or in connection with the
      Plan.

                                       16
<PAGE>


Words and phrases used in this Form of Acceptance  shall have the meanings given
in the rules of the Plan.


SIGNED and delivered AS A DEED by:

--------------------------
(Optionholder's signature)

in the presence of:

Witness signature:
                              --------------------------------------------------
Witness Name (print):
                              --------------------------------------------------
Address:
                              --------------------------------------------------

                              --------------------------------------------------

                              --------------------------------------------------
Occupation:
                              --------------------------------------------------
Date
                              --------------------------------------------------

THIS FORM MUST BE EXECUTED IN THE  PRESENCE OF A WITNESS AND  RETURNED TO |_| ON
OR BEFORE |_| (date) OTHERWISE THE OPTION WILL BE DEEMED TO HAVE LAPSED


                                       17
<PAGE>

                          Notice Of Exercise Of Option

To:  Company Secretary, Futuremedia plc
(print registered address)

--------------------------------------------------------------------
--------------------------------------------------------------------
I hereby exercise the Option referred to overleaf in respect of all/        * of
the shares over which the Option may be exercised,  and request the allotment or
transfer to me of those shares in accordance  with the rules of the Plan and the
Memorandum and Articles of Association of the Company.

I  enclose  a  cheque   made   payable  to   Futuremedia   plc  in  the  sum  of
(pound).......... being the aggregate Exercise Price of such shares.

Name (block letters)
                                Signature
-------------------------------           -------------------------------
Address
                   ----------------------------------------------

                   ----------------------------------------------

                   ----------------------------------------------

                   ----------------------------------------------
Date
                   ----------------------------------------------

NOTES:

1)    This form must be  accompanied  by payment of the  Exercise  Price for the
      shares in respect of which the Option is exercised.

2)    Where the Option is exercised by personal representatives,  an office copy
      of the Probate or Letters of Administration should accompany the form.

3)    The Plan has not been  approved by the Inland  Revenue.  Under current tax
      rules a charge to income  tax[and  NICs will arise on the  exercise of the
      Option on any positive  difference  between the market value of the shares
      at the date of  exercise  and the price  paid for them  ("the  Option  Tax
      Liability"). It is a term of the Option that you will be required to enter
      into  arrangements  satisfactory  to the your  Employer to ensure that any
      such Option Tax Liability  [(which  shall,  to the extent  provided for in
      rule [11] of the Plan and as permitted  by law from time to time,  include
      Secondary Employer's NICs)], which cannot be collected from you under PAYE
      will be recovered  from you. The Company is entitled to withhold the issue
      or transfer of shares until satisfactory arrangements have been made.

4)    The Company does not  undertake to advise you on the tax  consequences  of
      exercising your Option. If you are unsure of the tax liabilities which may
      arise, you should take appropriate  professional  advice before exercising
      your Option.


                                       18