Exhibit 4.23

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                               (1) FUTUREMEDIA PLC

                                     - and -

                                (2) MARK WILSHER


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                                SERVICE AGREEMENT

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THIS AGREEMENT is made on 28 February 2005.

BETWEEN:

(1)   FUTUREMEDIA PLC,  incorporated in England and Wales with registered number
      1616681 and whose registered office is situate at Nile House, Nile Street,
      Brighton BN1 1HW (the "Company");

(2)   MARK WILSHER of ___________________________________________ ("Executive").

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

      1.1   In this  agreement and the schedules to this agreement the following
            words shall have the meanings ascribed below:

      "Appointment"  means the  employment of the  Executive  under the terms of
      this Agreement;

      "Associated  Company"  means in relation to a company any other company in
      which the company or any Holding  Company of it is directly or  indirectly
      beneficially  interested  in 20% or more of that  other  company's  issued
      ordinary share capital;

      "Board" or "Board of  Directors"  means board of  directors of the Company
      from time to time;

      "Business"  means  providing  e-learning  solutions to both the public and
      private  sector and any other  business  carried on by the Company and any
      Group company from time to time;

      "Group" means the Company and all  companies  which are for the time being
      either a Holding  Company of the  Company or a  Subsidiary  or  Associated
      Company of either the Company or any such Holding Company;

      "Base  Salary"  means the  salary  payable  to the  Executive  under  this
      Agreement from time to time;

      "Subsidiary  Company"  and  "Holding  Company"  shall  have  the  meanings
      ascribed to them by the Companies Act 1985.

      1.2   A clause or schedule is a reference  to a clause or schedule to this
            agreement.

2.    APPOINTMENT

      2.1   The Company shall employ the  Executive  and the Executive  shall be
            employed by the Company in the capacity of Chief  Financial  Officer
            or in such other  capacity as the Company  and the  Executive  shall
            agree from time to time (the "Appointment").

3.    TERM

      3.1   The Appointment  under this Agreement shall commence on 1 March 2005
            (the   "Commencement   Date")  and,  unless  earlier  terminated  in
            accordance  with the terms of this  agreement,  shall be for a fixed
            term of one year ("Term")  expiring on the first anniversary of this
            Agreement  ("Term Date") and shall then continue until terminated by
            either  party  giving  the other not less than six  months'  written
            notice.

      3.2   The  Executive's  continuous  period of employment will begin on the
            Commencement Date.

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4.    DUTIES

      4.1   During the Appointment  the Executive shall be responsible  directly
            to the Chief Executive Officer of the Company and shall perform such
            duties and  exercise  such powers and  functions as may from time to
            time  be  reasonably  assigned  to or  vested  in him  by the  Chief
            Executive  Officer  consistent  with  the  usual  duties  of a Chief
            Financial  Officer  (or such other  capacity  as the Company and the
            Executive shall agree from time to time). The Executive shall unless
            prevented by ill health,  devote the whole of his business  time and
            attention,  endeavours  and  abilities to promoting the interests of
            the Company and shall not engage in any activity which may be or may
            become  harmful to or contrary to the interests of the Company.  The
            Executive  shall promote the interests of the Company and shall obey
            all and any lawful and  reasonable  directions of the Chie Executive
            Officer and the Board.

      4.2   During the  Appointment  the Executive shall not without the written
            consent of the Board (such consent not to be unreasonably withheld):

            4.2.1 be engaged or interested  either directly or indirectly in any
                  capacity in any trade business or occupation  whatsoever other
                  than the  Business of the Company or the Group  provided  that
                  the Executive shall not be prohibited from (a) holding whether
                  directly or  indirectly up to 3% of the shares or stock of any
                  class of any company listed on a recognised  stock exchange or
                  the  Alternative   Investment  Market  or  (b)  serving  in  a
                  non-executive  capacity  on the board of  directors  of one or
                  more other  companies  (provided  that such  activity does not
                  interfere with the performance of the Executive's  obligations
                  under this Agreement); or

            4.2.2 pledge the credit of the  Company or any Group  company  other
                  than in the day to day  running of the  Business or enter into
                  any  contracts  or  obligations  involving  the Company or any
                  Group company in major or substantial commitments.

      4.3   The  Executive  shall,  during  the  Appointment,  comply  with  the
            Company's/Group's guidelines in dealings in securities, the rules of
            any Model Code for  transactions  in  securities  applicable  to the
            Company or the Group as a result of listing on any recognised  stock
            exchange  from  time  to  time  and  any  other  applicable  law  or
            regulations  applying  to  dealings  in shares of the Company or any
            Group Company.

      4.4   During the  Appointment  the Company shall not be obliged to provide
            the Executive with work. The Company shall be entitled,  at any time
            during which the Executive is absent due to incapacity or suspension
            or during  all or any part of any  period of time  constituting  the
            notice period with respect to a termination of the  Appointment,  to
            appoint  another  person to act jointly  with the  Executive  in any
            capacity in which the Executive may be employed.

      4.5   The  Company  may  at  any  time  suspend  the  Executive  from  the
            performance  of all or some of his  duties,  exclude  him  from  any
            premises of the Company,  exclude him from  contact with  customers,
            suppliers or employees  upon written  notice to the  Executive  (the
            "Suspension  Notice") and may not give any reason for so doing, such
            suspension  or exclusion  being limited to all or part of any period
            of notice given by either party to terminate  the  Appointment.  The
            Executive's  salary and benefits will continue to be payable  during
            such  suspension or exclusion  until the expiration of the period of
            notice given by either party to terminate  the  Appointment.  Except
            for the  requirement  to work, the  Executive's  express and implied
            duties  owed to the  Company  (whether  in this  agreement  or under
            common law or otherwise)  shall  continue  during any such period of
            suspension  or exclusion  on the basis as they  applied  immediately
            prior to the suspension or exclusion including,  without limitation,
            clause 4.2.1 above,  provided  that for purposes of the  restrictive
            covenants  set forth in Schedule 2, the date of  termination  of the
            Appointment shall be deemed to be the date of the Suspension Notice.

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      4.6   The Executive  hereby  warrants to the Company that by entering into
            this Agreement and  performing the duties  hereunder he shall not be
            in breach of any express or implied  terms of any other  contract or
            obligation binding on him.

5.    PLACE AND HOURS OF WORK

      5.1   The  Executive  shall  normally  work at Nile  House,  Nile  Street,
            Brighton,  East  Sussex  BN1  1HW or any  such  other  place  within
            Brighton or London as the Company  shall  require from time to time,
            or any other  location  throughout  the world as the Company and the
            Executive shall mutually  agree,  and shall travel as may reasonably
            be  required  for the proper  performance  of his duties  under this
            Agreement.

      5.2   The Executive  shall work during  customary  business  hours (9am to
            6pm) each week day,  excluding  public and bank  holidays,  together
            with such additional hours on any day as may be necessary to perform
            his duties.  Any such additional  hours shall be unmeasured  working
            time  and  Executive   shall  not  be  entitled  to  any  additional
            remuneration in respect thereof.

      5.3   It is agreed  that the average  maximum  weekly  working  time of 48
            hours in Regulation 4 (1) of the Working Time Regulations 1998 shall
            not apply to the  Executive  nor will  Regulation 6  (nightworking),
            Regulation  10  (daily  rest),  Regulation  11  (weekly  rest),  and
            Regulation 12 (rest breaks)  apply to the  Executive.  The Executive
            may at any time  terminate  the opt out  agreement in this clause by
            giving the Company  three months  notice in writing of his wish that
            Regulation 4 (1) should apply to him.

6.    REMUNERATION AND EXPENSES

      6.1   During the Appointment:

            6.1.1 The Company  shall pay to the  Executive a salary at a rate of
                  GBP100,000 ("Base Salary") per annum accruing on a daily basis
                  and  payable  in arrears by equal  monthly  instalments  which
                  shall be  inclusive of any fees and/or  remuneration  to which
                  the  Executive  may be entitled as a Director of the  Company,
                  which Base  Salary  shall be  subject to annual  review by the
                  Board;

            6.1.2 The Executive shall be entitled to a one-time signing bonus of
                  GBP15,000;

            6.1.3 The Executive  shall be entitled to a bonus at the  discretion
                  of the Board; and

            6.1.4 The  Executive  shall be awarded  options to purchase  225,000
                  shares in the  capital of the Company on such terms as set out
                  in Schedule 3.

      6.2   The Company shall  reimburse the  Executive for all  reasonable  and
            authorised out of pocket  expenses,  including  hotel and travelling
            expenses,  wholly and  exclusively  incurred by the Executive in the
            discharge of his duties  subject to the  production  of  appropriate
            receipts  or  vouchers  or such other  evidence  as the  Company may
            reasonably require as proof of such expenses.

7.    INSURANCE BENEFITS AND PENSION

      7.1   From the Commencement  Date,  Executive will immediately be enrolled
            in the  Company's  Group Life Plan,  Private  Healthcare  Plan Group
            Critical Illness scheme and Permanent Health  insurance,  subject to
            the  rules  of  such  schemes.  Details  of all  these  schemes  are
            available from the Company's HR department.

      7.2   Executive  will be  eligible  to join the  Company  Sponsored  Group
            Personal  Pension Scheme after three months  continuous  employment.
            Full details of the scheme are available from HR. A contracting  out
            certificate   is  not  in  force  in  respect  of  the   Executive's
            employment.

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8.    HOLIDAYS AND HOLIDAY PAY

      8.1   In  addition to the normal bank and public  holidays  the  Executive
            shall be  entitled  to 25 working  days' paid  holiday  during  each
            calendar year ("Holiday Entitlement") (which shall accrue on a daily
            basis)to  be taken at such time as the Chief  Executive  Officer may
            from time to time approve.

      8.2   Untaken  Holiday  Entitlement  in any calendar year (as the case may
            be) may not be carried  forward to any  following  calendar year and
            such holiday will be forfeited without any right to payment in lieu.

      8.3   Each  year  Executive  may be  required  to  retain  up to 4 days of
            holiday  entitlement  to cover the  Christmas  closure  period.  The
            Company's HR  department  will notify  Executive of how much holiday
            entitlement  will be so  required  each year prior to the end of the
            first calendar quarter of each calendar year.

      8.4   Upon  termination of the  Appointment  the Executive shall either be
            entitled to salary in lieu of any outstanding holiday entitlement or
            be required  to repay to the Company any salary  received in respect
            of Holiday Entitlement taken in excess of his proportionate  Holiday
            Entitlement.

      8.5   The Company  reserves the right to require the Executive to take any
            accrued but unused holiday  entitlement  during any period of notice
            given to terminate the Appointment.

9.    SICKNESS AND ABSENCE

      9.1   If the  Executive is at any time  prevented by illness,  accident or
            other  incapacity  from properly  carrying out his duties under this
            agreement,  he shall immediately notify the Chief Executive Officer.
            If such incapacity continues for a period of seven days, he shall be
            required to provide a medical practitioners'  certificate in respect
            of the cause of  incapacity  for  statutory  sick pay  purposes  and
            covering the whole period of the absence.

      9.2   Subject to  compliance  with the  provisions of clause 9.1 above and
            subject to the Company's  right to terminate the Appointment for any
            reason (subject to the terms of this Agreement)  including,  without
            limitation, incapacity, if the Executive is at any time prevented by
            illness, accident or other incapacity from properly carrying out his
            duties under this agreement,  he shall be paid his Base Salary for a
            period of up to 13 weeks in any 12 consecutive  calendar months (the
            "Aggregate  Period").  Thereafter,  any  payments  shall  be at  the
            discretion of the Chief Executive Officer and/or the Board.

      9.3   Statutory sick pay ("SSP") will be paid by the Company in accordance
            with the legislation in force at the time of absence. Any payment of
            remuneration  under  sub-clause  9.2  for  a  day  of  absence  will
            discharge the Company's obligation to pay SSP for that day.

      9.4   If the  Executive  shall  at any time  have  been  incapacitated  or
            prevented   by   illness  or  injury  or   accident   or  any  other
            circumstances  beyond his control  (such  incapacity  or  prevention
            being referred to below as "Incapacity") from discharging his duties
            during  the  Appointment  for a  period  or  periods  exceeding  the
            Aggregate  Period  total of 13 or more  weeks in any 12  consecutive
            calendar  months,  the  Company  may by  notice  in  writing  to the
            Executive  given  at  any  time  during  the  period  of  Incapacity
            terminate the Appointment upon six months' written notice.

      9.5   If the  Incapacity has been caused by the action of a third party in
            respect of which  damages are or may be  recoverable,  the Executive
            shall as soon as possible after becoming aware of that fact,  notify
            the Chief  Executive  Officer  of that fact and  shall  receive  the
            payments  referred to in clause 9.2 above as loans by the Company to
            the Executive (notwithstanding that as an interim measure income tax
            has been deducted  from such payments as if they were  emoluments of
            employment)  and shall  repay such loans when and to the extent that
            the Executive  recovers  compensation for loss of earnings from that
            third party by action or otherwise,  provided that no such repayment
            shall apply to income tax amounts deducted from the payments made to
            the Executive for which refunds are not available.

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      9.6   From the date on which the Executive first receives benefits under a
            permanent health insurance scheme provided by the Company related to
            the  Executive's  inability  to perform  his duties  hereunder,  the
            Executive's entitlement to the Base Salary and all benefits provided
            under this Agreement will cease.

10.   CONFIDENTIAL INFORMATION

      10.1  The Executive  shall not at any time during the  Appointment  nor at
            any time after its  termination  except for a purpose of the Company
            or the Group directly or indirectly use or disclose trade secrets or
            confidential  information  relating  to the  Company  or  any  Group
            company or the Company's or any Group company's  agents,  customers,
            prospective customers or suppliers.

      10.2  For the  purposes  of clause  10.1  confidential  information  shall
            include  any  information   relating  to  the  Business  and/or  the
            financial  affairs of the Company or the Group or the  Company's  or
            any Group  company's  agents,  customers,  prospective  customers or
            suppliers and in particular shall include the information set out in
            Schedule 1 whether or not in the case of documents or other  written
            materials  they are or were  marked as  confidential  and whether or
            not,  in  the  case  of  other  information,   such  information  is
            identified  or treated by the Company or any Group  company as being
            confidential.

      10.3  The  Executive   shall  not  be  restrained   from   disclosing  any
            confidential information which:

            10.3.1  he is authorised to disclose by the Board;

            10.3.2  had  entered the public  domain  unless it enters the public
                    domain  as a result  of an  unauthorised  disclosure  by the
                    Executive or an authorised  disclosure  for an  unauthorised
                    purpose by the Executive;

            10.3.3  he is required to disclose by law,  provided that  Executive
                    promptly  notifies  the  Company  of  such  requirement  and
                    assists the Company in seeking a  protective  order or other
                    measures in order to protect the confidential information;

            10.3.4  he  is  entitled  to  disclose  under  the  Public  Interest
                    Disclosure  Act 1998 provided that the disclosure is made in
                    an appropriate way to an appropriate person having regard to
                    the provisions of that Act; or

            10.3.5  was  available or becomes  available  to the  Executive on a
                    non-confidential  basis from a source other than the Company
                    or the Group.

11.   RESTRICTIVE COVENANTS

      The Executive acknowledges that he has been appointed to a senior position
      and he has or will in the course of the  Appointment  acquired  or acquire
      confidential information,  trade secrets and knowledge about the business,
      operations,  customers and trade connections of the Company and the Group.
      Executive  therefore  acknowledges  that  the  restrictions  set  forth in
      Schedule 2 are  reasonably  necessary  for the purpose of  protecting  the
      legitimate business  interests,  goodwill and the stable trained workforce
      of the Company and the Group and agrees to comply with such restrictions.

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12.   DESIGNS AND INVENTIONS

      12.1  All  writings,   designs,   inventions,   programs   discoveries  or
            improvements conceived or made by the Executive during the course of
            or arising out of the  Appointment  (whether  alone or together with
            any other person or persons) and which concern or are  applicable to
            products or articles manufactured or sold by or to services provided
            by the Company and/or any Group company  ("Designs and  Inventions")
            irrespective  of whether such Designs and  Inventions  were so made,
            devised  or  discovered  during  normal  working  hours or using the
            facilities  of the Company  shall be the  exclusive  property of the
            Company  and  shall be  promptly  disclosed  to the  Company  by the
            Executive.

      12.2  The  Executive  shall at all times  whether  during the course of or
            after the termination of the Appointment if and whenever required by
            the Company (and at its expense)  execute all such  documents and do
            all such things as may be necessary effectively to obtain or vest in
            the Company or any Group  company all rights  title and  interest in
            and to the  Designs  and  Inventions  absolutely  and the  Executive
            irrevocably  appoints  and  authorises  the  Company  to  act as his
            attorney and agent for the purposes of executing  and/or signing all
            or any documents as may be required to give the Company  (and/or its
            nominee and/or  assignee) the full benefit of the provisions of this
            clause.  The decision as to the  protection or  exploitation  of any
            Designs and  Inventions  shall be in the absolute  discretion of the
            Company.

      12.3  The  Executive  waives  irrevocably  and  unconditionally  any moral
            rights in any part of the world  (including any rights  conferred by
            Section  77-85 of the  Copyright  Designs and Patents Act 1988) that
            the   Executive   or   the    Executive's    successors,    personal
            representatives or heirs have or may have against the Company or any
            of its  employees,  officers  or  agents in any of the  Designs  and
            Inventions referred to in clause 12.1.

      12.4  The  Executive  agrees,  at the  Company's  request and expense,  to
            exercise  during  the   Appointment,   or  at  any  time  after  the
            termination of the  Appointment,  any moral rights the Executive has
            or may have (pursuant to Sections 77-85 of the Copyright Designs and
            Patents  Act  1988  or  otherwise)  in any  Designs  and  Inventions
            referred to in clause 12.1 against any third party in such manner as
            the Company  shall  reasonably  request and in  accordance  with the
            Company's directions,  and the Executive agrees not to exercise such
            moral rights other than in accordance with this paragraph.

13.   TERMINATION

      13.1  The  Appointment  may be  terminated  with  immediate  effect by the
            Company without notice and without compensation if at any time:

            13.1.1  the  Executive:  has  committed  any  serious or  persistent
                    breach of any of the terms of this  agreement  and,  if such
                    breach is  capable  of being  cured,  has failed to cure the
                    same within ten business  days after  receipt of notice from
                    the  Company  of  such  breach;  is  guilty  of any  serious
                    misconduct  or continues  to be guilty of wilful  neglect in
                    the  discharge  of his  duties  under this  agreement  after
                    receipt of notice from the  Company of such wilful  neglect;
                    or is guilty of any fraud,  dishonesty or conduct tending to
                    bring  himself,  the  Company  or  any  group  company  into
                    disrepute;

            13.1.2  is convicted of criminal  offence other than a motor offence
                    not including a custodial sentence;

            13.1.3  the   Executive  is   adjudicated   bankrupt  or  makes  any
                    arrangement or composition with his creditors;

            13.1.4  becomes of unsound  mind or a patient  within the meaning of
                    Part VII of the Mental Health Act 1983; or

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            13.1.5  the Executive becomes prohibited by law from being or acting
                    as  a  director  of  the  Company  or  taking  part  in  the
                    management  of  the  Company,   whether  under  the  Company
                    Directors Disqualification Act 1986 or otherwise.

      13.2  If the  Board  has  reason  to  suspect  that any one or more of the
            events set out in sub-clauses  13.1.1 to 13.1.5  (inclusive)  has or
            have occurred,  the Board may suspend the Executive on such terms as
            to payment of salary and other  benefits or  otherwise  as the Board
            may think fit up to a maximum  period of one month  pending  further
            investigations  PROVIDED  THAT in the  event of any such  suspension
            being  made the  Executive  shall  have the right to  terminate  his
            employment forthwith by notice in writing to the Company but without
            any claim for compensation.

      13.3  The  Appointment  may be  terminated  with  immediate  effect by the
            Executive  without  notice if at any time the Company has  committed
            any  serious  or  persistent  breach  of any of the  terms  of  this
            agreement,  including  (after  written  notice  from the  Executive)
            wilful  neglect  in the  discharge  of its  obligations  under  this
            agreement ( in such cases, a termination for "Good Reason"). In such
            event, the Executive's  termination shall be deemed, for purposes of
            compensation,  a termination  by the Company  without notice and the
            Executive shall be entitled to a lump sum payment in an amount equal
            to the compensation (as set forth in clause 13.8) due to him for the
            notice  period.  In  addition,   if  the  Executive  terminates  the
            agreement for Good Reason,  the restrictive  covenants  contained in
            Schedule 2 shall be inapplicable.

      13.4  Upon a Change of Control (as defined in clause 13.5  below),  either
            the  Company  or  the  Executive   may  terminate  the   Appointment
            immediately  upon notice to the other.  In the event the Appointment
            is so terminated by either the Company or the Executive,  all of the
            obligations  of the  Company  and  Executive  in clauses 2 through 9
            shall cease  except that the  Executive  shall be entitled to a lump
            sum payment in an amount  equal to 6 months Base Salary and the fair
            value of all contractual  benefits  (including  Holiday  Entitlement
            that would have accrued during such period) without further recourse
            or liability to the Company.

      13.5  For purposes of this agreement, a "Change of Control" of the Company
            shall be deemed to have  occurred  upon (i) any  sale,  transfer  or
            other  conveyance,   whether  directly  or  indirectly,  of  all  or
            substantially  all of the assets or the Company,  on a  consolidated
            basis, in one transaction or a series of related transactions,  (ii)
            any  sale,  transfer  or  other  conveyance,   whether  directly  or
            indirectly,  of more than  fifty  percent  (50%) of the  outstanding
            shares  of  the   Company  in  one   transaction   or  a  series  of
            transactions,   (iii)  any   transaction   or   series  of   related
            transactions  as a result of which any  "Person" or "group" (as such
            terms  are used for  purposes  of  Sections  13(d)  and 14(d) or the
            United  States  Securities  Exchange  Act of  1934,  whether  or not
            applicable)  that is not in control of the Company,  either directly
            or indirectly through its affiliates,  on the date of this agreement
            gains control of the Company,  either directly or indirectly through
            its affiliates,  or (iv) a  reorganization  or merger  following the
            consummation of which the holders of the  outstanding  shares of the
            Company,  immediately  prior  thereto  cease to hold at least  fifty
            percent  (50%) of the voting  power of the  resulting  or  surviving
            company in such  reorganization  or merger.  By way of clarification
            with respect to subsection (i) above, the shares of capital stock or
            other  securities  of any  corporation  or business  entity that are
            held, directly or indirectly, by the Company shall constitute assets
            in  connection  with any  determination  or whether a sale of all or
            substantially all of the assets of the Company has occurred.

      13.6  Upon termination of the Appointment:

            13.6.1  the  Company   shall  pay  to  the  Executive  any  and  all
                    outstanding  sums accrued up to the date of termination  and
                    the Executive  shall  receive  (subject to the terms of this
                    Agreement)  all  contractual  benefits  up to  the  date  of
                    termination.

            13.6.2  the Executive  shall upon the request of the Company  resign
                    from all (if any)  offices held by him in the Company or any
                    Group  company  and in the event of his failure to do so the
                    Company is hereby  irrevocably  authorised  to appoint  some
                    person in his name and on his behalf to sign and execute all
                    documents and do all things necessary to constitute and give
                    effect to such resignation;

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            13.6.3  the Executive  shall  immediately  (i) return to the Company
                    all correspondence,  documents,  papers,  memoranda,  notes,
                    records such as may be contained in magnetic  media or other
                    forms of computer  storage,  videos,  tapes  (whether or not
                    prepared or produced by him) and any copies  thereof  charge
                    and credit cards and all other property  (including any car)
                    belonging  to the  Company  which may be in the  Executive's
                    possession or under his control,  (ii) inform the Company of
                    all access codes and passwords  relating to his  employment,
                    and  (iii)  provide  a signed  statement  that he has  fully
                    complied with the terms of this sub-clause; and

            13.6.4  the Executive  shall  irretrievably  delete any  information
                    relating  to the  business  of  the  Company  stored  on any
                    magnetic  or optical  disc or memory and all matter  derived
                    therefrom  which  is in his  possession,  custody,  care  or
                    control  outside  the  premises  of the  Company  and  shall
                    produce such evidence of compliance  with this sub-clause as
                    the Company may reasonably require.

      13.7  The  Executive  shall not at any time after the  termination  of the
            Appointment  represent himself as being in any way connected with or
            interested in the Business of the Company or the Group.

      13.8  The Company may in its absolute  discretion at any time after notice
            of  termination  shall  have  been  given by either  party  lawfully
            terminate this agreement by notice in writing with immediate  effect
            by  making  a  payment  of Base  Salary  and the  fair  value of all
            contractual  benefits (including Holiday Entitlement that would have
            accrued during such period) in a sum equal to the amount payable for
            the  unexpired  period  of  notice  to the  Executive  less  tax and
            national  insurance.  In such event, for purposes of the restrictive
            covenants  set forth in Schedule 2, the date of  termination  of the
            Appointment  shall be  deemed  to be the date of any such  notice of
            immediate termination.

14.   DISCIPLINARY AND GRIEVANCE PROCEDURES

      14.1  The  Executive  should  refer any  grievance  he may have  about his
            employment or about any disciplinary decision relating to him to the
            Board of Directors in writing.

      14.2  There are no special disciplinary rules affecting the Executive. Any
            disciplinary  matters  will be dealt with by the Board or a director
            or committee nominated by the Board.

15.   DATA PROTECTION

      15.1  The  Executive's  personal  data will be held by the  Company in its
            manual  and  automated  filing  systems  and  the  Executive  hereby
            consents to the same. Subject to the Executive's right to review the
            content and accuracy of the  personal  data held by the Company from
            time  to  time,  the  Executive   consents  to  the  processing  and
            disclosure of such data both inside and,  where  necessary,  outside
            the  European  Economic  Area in  order  for the  Appointment  to be
            performed and this agreement to be fulfilled,  and further,  without
            limitation,  for  decisions  to be made  regarding  the  Executive's
            employment  or continued  employment,  for obtaining or carrying out
            work  from  or for  customers  or  potential  customers,  or for the
            purpose  of any  potential  sale of over  50% of the  shares  of the
            Company or any  Holding  Company of the  Company or other  change of
            control or any  potential  transfer  of the  Executive's  employment
            under  the  Transfer  of  Undertaking   (Protection  of  Employment)
            Regulations  1981.  Disclosure  may  include,  in the  case of sale,
            change of control or transfer, disclosure to the potential purchaser
            or investor  and their  advisors  and, in the case of  obtaining  or
            carrying out work, disclosure to customers or potential customers.

                                       9
<PAGE>

      15.2  The Executive  consents to  reasonable  processing by the Company of
            sensitive data including medical  information for the purpose of the
            performance of the  Appointment and fulfilment of this agreement and
            determining the Executive's fitness to carry out duties on behalf of
            the Group. The Executive further consents to the Company  processing
            data regarding sex,  status,  race,  ethnic origin or disability for
            the purpose of monitoring to ensure  equality of opportunity  within
            the Group.

16.   MISCELLANEOUS

      16.1  Notices  may be given by either  party by  personal  delivery  or by
            letter or e-mail or fax message  addressed to the other party at (in
            the case of the  Company) its  registered  office for the time being
            and (in the case of the Executive) his last known address.  Any such
            notice  given by letter  shall be deemed to have been given 48 hours
            after  posting and any such  notice  given by fax shall be deemed to
            have been given at the time on the confirmation  report.  Any notice
            given to the  Company by e-mail  may be sent to the normal  business
            e-mail address of the Company  Secretary and any notice given to the
            Executive  by e-mail  may be sent to such  e-mail  address as may be
            agreed  between the  Executive and the Company from time to time and
            any  notice  given by e-mail  shall be deemed to have been given one
            hour  after it was sent and a hard copy shall be sent by post or fax
            by way of confirmation .

            Copies of all notices given to the Executive shall also be sent to:

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

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

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

      16.2  There are no  collective  agreements  in force that affect the terms
            and conditions of the Appointment.

      16.3  This  agreement is in  substitution  for all  previous  contracts of
            service  between the Company  and/or Group Company and the Executive
            (if any) and any  such  agreements  shall  be  deemed  to have  been
            terminated  by  mutual  consent  as  from  the  date  on  which  the
            Appointment commenced.

      16.4  In the event of the expiry of this  agreement at the end of the Term
            without it being  renewed the Executive  agrees in  accordance  with
            section 197 of the Employment  Rights Act 1996 to exclude his rights
            to make any claim in relation to the  termination of the Appointment
            in respect of a redundancy payment.

      16.5  This  agreement  shall be construed  and governed by English Law and
            the parties submit to the non-exclusive  jurisdiction of the English
            Courts.

      16.6  If at any time any term or provision in this agreement shall be held
            to be illegal, invalid or unenforceable,  in whole or in part, under
            any rule of law or  enactment,  such term or provision or part shall
            to that extent be deemed not to form part of this agreement, but the
            enforceability  of the  remainder  of this  agreement  shall  not be
            affected.

      16.7  The  provisions  of clauses  10, 11, 12,  13.3 and 16 shall  survive
            termination of this agreement.

17.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

            A person  who is not  party to this  agreement  shall  have no right
            under the  Contracts  (Rights of Third  Parties) Act 1999 to enforce
            any term of this agreement. This clause does not affect any right or
            remedy of any person  which exists or is  available  otherwise  than
            pursuant to that Act.


                                       10
<PAGE>

IN WITNESS  whereof the parties have  executed  this  agreement as a deed on the
date of this agreement


SIGNED as a DEED by                            )
FUTUREMEDIA PLC acting by:                     )
                                               )
                                               )

Director

Director/Secretary



SIGNED as a DEED by                            )
MARK WILSHER in the presence of:               )
                                               )

Witness Signature:

Full Name:

Address:

                                       11
<PAGE>

                                   SCHEDULE 1

                            Confidential information

For the purposes of clause 10, confidential information shall include, but shall
not be limited to:

1.    the business  methods and information of the Company and any Group company
      (including  prices charged,  discounts given to customers or obtained from
      suppliers,  product  development,  marketing and  advertising  programmes,
      costings,   budgets,   turnover,   sales   targets   or  other   financial
      information);

2.    lists and particulars of the Company's and any Group  company's  suppliers
      and customers and the individual contacts at such suppliers and customers;

3.    details and terms of the Company's and any Group company's agreements with
      suppliers and customers;

4.    secret  manufacturing or production processes and know-how employed by the
      Company and any Group company or its/their suppliers;

5.    confidential  details  as to the  design  of the  Company's  and any Group
      company's  or its and/or  their  suppliers'  products  and  inventions  or
      developments relating to future products;

6.    information  belonging to customers or suppliers of the Company, or to any
      third party, which the Company is obligated to keep confidential;

7.    details of any  promotions or future  promotions or marketing or publicity
      exercises planned by the Company or any Group Company;

8.    details of any business plans of the Company or any group company; and

9.    any  information  which may affect the value of the Business or the shares
      of the Company or any Group company.

                                       12
<PAGE>

                                   SCHEDULE 2

                              Restrictive Covenants

1.    The Executive shall not without the prior written consent of the Board for
      a period of six months after the termination of the Appointment,  directly
      or  indirectly,  on his own  behalf,  or on behalf of any  person  firm or
      company in connection  with any business  which is or is intended or about
      to be competitive with the Restricted Business (as defined below):

      1.1   solicit or canvass the custom of any Customer (as defined below);

      1.2   solicit or canvass the custom of any Potential  Customer (as defined
            below);

      1.3   deal with any Customer;

      1.4   deal with any Potential Customer;

      1.5   solicit or entice  away,  or attempt to entice away from the Company
            or any  Group  company  any  employee  of the  Company  or any Group
            company who is  employed by the Company or any Group  company at the
            date  of the  termination  of the  Appointment  provided  that  this
            restriction  shall  only  apply to persons  whom the  Executive  has
            managed or with whom he has  worked at any time  during the 6 months
            immediately preceding the date of termination of the Appointment and
            who on the date of  termination of the  Appointment  was employed by
            the Company or Group  Company in the  capacity of  director,  senior
            sales, technical,  business development or any other managerial role
            and provided that this restriction shall not apply to non-managerial
            (clerical or administration or manual) staff;

2.    The Executive shall not without the prior written consent of the Board for
      a period of six months after the termination of the Appointment,  directly
      or  indirectly,  on his own behalf,  or on behalf of any  person,  firm or
      company:

      2.1   within the Restricted Territory (as defined below) set up, carry on,
            be employed in,  provide  services  to, be  associated  with,  or be
            engaged or interested in, whether as director, employee,  principal,
            agent or otherwise any business  which is or is intended or about to
            be competitive with the Restricted Business save as a shareholder of
            not more than 3% of any public  company  whose  shares are quoted on
            any recognised stock exchange or the Alternative Investment Market;

      2.2   endeavour to cause any person, firm or company who is at the date of
            termination of the  Appointment or at any time during the six months
            immediately  prior to such  termination  a supplier  to the  Company
            and/or  any Group  company  to either  cause to cease to supply  the
            Company or any Group company or  materially  alter the terms of such
            supply in a manner  detrimental  to the Company or any Group company
            provided  that  references  to  suppliers  shall only refer to those
            persons, firms or companies with whom the Executive has had material
            personal  contact  during the course of the  Appointment or for whom
            the Executive has had  managerial  responsibility  in either case at
            any time  during  the six  months  immediately  prior to the date of
            termination of the Appointment.

3.    In this  Schedule  2 the  following  words  and  phrases  shall  have  the
      following meanings:

      3.1   "Restricted  Business"  shall mean the  Business  or any part of the
            Business which in either case:

            3.1.1 is carried on by the Company or any member of the Group at the
                  date of termination of the Appointment; or

                                       13
<PAGE>

            3.1.2 was  carried  on by the  Company or any member of the Group at
                  any time during the six months  immediately  prior to the date
                  of termination of the Appointment; or

            3.1.3 is to the  knowledge of the Executive to be carried out by the
                  Company or any  member of the Group at anytime  during the six
                  months  immediately  following the date of  termination of the
                  Appointment;

            and  which,  as a  result  of the  Appointment,  the  Executive  was
            materially  concerned with or had management  responsibility for (or
            had substantial  confidential  information regarding) in either case
            at any time during the period of six months immediately prior to the
            date of termination of the Appointment;

      3.2   "Restricted  Territory"  shall mean any country in which the Company
            or any other Group company:

            3.2.1 carried on any  Restricted  Business or provided  any goods or
                  services in  connection  with any  Restricted  Business at the
                  date of termination of the Executive's employment; or

            3.2.2 carried on any  Restricted  Business or provided  any goods or
                  services in  connection  with any  Restricted  Business at any
                  time during the period of six months  immediately prior to the
                  date of termination of the Executive's employment;

                  and regarding which country the Executive:

                  (a) was materially concerned or worked in;

                  (b) had management responsibility for; and/or

                  (c) obtained confidential information,

      during the course  of,  and as a result  of, the  Appointment  at any time
      during  the  period  of  six  months  immediately  prior  to the  date  of
      termination of the Appointment;

      3.3   "Customer" shall mean any person, firm or company who at the date of
            termination of the  Appointment or at any time during the six months
            immediately  prior to such termination was a customer of the Company
            or any member of the Group and from whom the  Executive had obtained
            business  on behalf of the  Company or any Group  company or to whom
            the  Executive  had provided or arranged  the  provision of goods or
            services on behalf of the  Company or any Group  company or for whom
            the Executive had management  responsibility in any case at any time
            during  the period of six  months  immediately  prior to the date of
            termination of the Appointment;

      3.4   "Potential  Customer"  shall mean any person,  firm or company  with
            whom either the  Executive  or any other  employee of the Company or
            any  Group  company  who  the  Executive  had,  at the  date  of the
            negotiations,    management    responsibility   for,   carried   out
            negotiations  on behalf of the  Company or any Group  company at any
            time  during  the  three  months  immediately  prior  to the date of
            termination of the Appointment  with a view to such person,  firm or
            company becoming a customer of the Company or any Group company.

4.    In the event that the Executive receives an offer of employment or request
      to provide  services  either during the Appointment or during the currency
      of the restrictive  periods set out in clauses 1 and 2 of this schedule 2,
      the Executive shall provide  immediately to such person,  company or other
      entity  making such an offer or request a full and  accurate  copy of this
      agreement signed by both parties.

5.    The restrictions contained in this clause are considered by the parties to
      be reasonable in all the  circumstances.  Each sub clause  constitutes  an
      entirely separate and independent restriction and the duration, extent and
      application of each of the  restrictions  are no greater than is necessary
      for the protection of the interests of the Company and any Group company.



                                       14
<PAGE>

                                   SCHEDULE 3

                                     Options


The  Executive  shall be  awarded by the  Company  options in respect of 225,000
shares in the capital of the Company subject to the terms of the Futuremedia PLC
2005 Unapproved Share Option Scheme for New Employees (or such other plan as the
Board of Directors may specify):

(a)   exercise price of the options shall be the Market Value (as defined in the
      scheme) on the Commencement Date; and

(b)   options shall vest in equal annual  instalments over the three year period
      commencing  on the  first  anniversary  of the  Appointment  and  shall be
      exercisable for a period of ten years from the Commencement Date.

                                       15