Exhibit 4.20

GERNANDT & DANIELSSON
     ADVOKATBYRA KB

                                                                  EXECUTION COPY
                                                                  --------------

                            SHARE PURCHASE AGREEMENT

                         regarding the sale and purchase

                      of shares in Open Training Sweden AB

                                 5 November 2004

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This Share Purchase Agreement (the "Agreement") is entered into this 5th day of
November 2004, by and between Hans-Erik Eriksson, 611216-7819, Odengatan 24 6
tr, 113 51 Stockholm, Magnus Penker, 680325-5212, Rattarvagen 2, 187 69 Taby and
Investment AB Oresund (publ), registration number 556063-9147, a public limited
liability company organised and existing under the laws of the kingdom of Sweden
with its registered office at Box 7621, 103 94 Stockholm, on the one hand,
jointly referred to as the "Sellers", and Futuremedia Plc, a public limited
liability company organised and existing under the laws of England with its
registered office at Nile House, Nile Street, Brighton, BN1 1HW Brighton, United
Kingdom (the "Purchaser" or "Futuremedia"), on the other hand.

BACKGROUND

A.    Open Training Sweden AB, registration number 556560-6885 (the "Company"),
      is a limited liability company organised and existing under the laws of
      Sweden. The Company has an issued share capital of SEK 714,300 divided
      into 7,143,000 shares, each with a nominal value of SEK 0.10.

B.    The Sellers own 89% of the outstanding shares in the Company in accordance
      with what is set out below (the "Shares"):

       Investment AB Oresund                         2,143,000 shares
       Hans-Erik Eriksson                            2,109,000 shares
       Magnus Penker                                 2,109,000 shares

      The remaining shares in the Company are directly and indirectly owned by
      current and former employees of the Company as set out in Exhibit B (the
      "Minority Shareholders").

C.    The Company was founded in 1999 by Hans-Erik Eriksson and Magnus Penker
      (the "Founders") and provides e-learning solutions consisting of products
      and services such as (i) custom made e-learning courses, (ii) LMS platform
      Learngate, (iii) consulting and (iv) other tools.

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D.    The Sellers desire to sell and the Purchaser desires to purchase all the
      Shares on the terms and conditions set out in this Agreement.

1.    Definitions

      When used in this Agreement, the following terms shall have the meanings
      set out below (such meanings to be equally applicable to the singular and
      plural forms of such terms):

      "Accounts Date" means 31 December 2003;

      "Additional Purchase Price" shall have the meaning set out in Clause 3.2.

      "Agreement" means this share transfer agreement and the Schedules attached
      to it;

      "Annual Report" shall have the meaning set out in Clause 6.4.1;

      "APP Calculations" shall have the meaning set out in Clause 3.4;

      "Arrangements" shall have the meaning set out in Clause 6.8.2;

      "Business Day" means a day when banks are open for general banking
      business in Sweden, in the United Kingdom and in the United States of
      America;

      "Claim" means a claim made by the Purchaser against the Sellers in respect
      of a breach of any of the Sellers' representations and warranties,
      obligations or agreements in this Agreement;

      "Closing" means the completion of the sale and purchase of the Shares
      pursuant to this Agreement and as set out in Clause 5.1;

      "Closing Date" means the date on which Closing takes place in accordance
      with Clause 5.1;

      "Company" has the meaning given in the Background Clause;

      "Confidentiality Agreement" means the confidentiality agreement between
      the Parties, dated 4 June 2004;

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      "EBIT" means earnings before interest and taxes (Sw: rorelseresultatet)
      which for the financial year 2003 was SEK -3,754,449, not taking into
      consideration transactions and payments between the Purchaser and the
      Company which are not in the ordinary course of business, e.g. management
      and marketing fees.

      "Encumbrance" means any claim, charge, mortgage, lien, option,
      hypothecation, usufruct, retention of title, right of pre-emption, right
      of first refusal or other third party rights or security interest of any
      kind or an agreement to create any of the foregoing;

      "Escrow Agreement" shall have the meaning set out in Clause 4.1.(d);

      "Founders" shall have the meaning set out in the Background Clause;

      "Intellectual Property" means patents, copyrights (including but not
      limited to rights in software), trademarks, logos, inventions, trade
      secrets, know-how or any other intellectual property rights, including but
      not limited to, where such rights are obtained or enhanced by
      registration, any registration of such rights and applications and rights
      to apply for such registrations;

      "Interim Date" means 30 June 2004;

      "Interim Report" shall have the meaning set out in Clause 6.4.1;

      "Key Employee" means any of Ulf Annerberg, Ingrid Andersson, Charlotta
      Jelkeby, Stefan Sjo and Anders Falk;

      "Losses" means losses, liabilities, damages, claims and expenses, whether
      direct or indirect;

      "Material Arrangements" shall have the meaning set out in Clause 6.9.1;

      "Minority Shareholders" shall have the meaning given in the Background
      Clause.

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      "Party" means a Seller or the Purchaser, and "Parties" means the Sellers
      and the Purchaser, collectively;

      "Purchaser" shall have the meaning set out in the introductory paragraph
      and for a specific purpose in Clause 9.1.(a);

      "Purchase Price" shall have the meaning set out in Clause 3.1;

      "Receivables" shall have the meaning set out in Clause 6.5.1;

      "Retirement Benefit Arrangements" shall have the meaning set out in Clause
      6.17.7;

      "SEK" means Swedish Kronor;

      "Sellers" shall have the meaning set out in the introductory paragraph;

      "Shares" shall have the meaning given in the Background Clause;

      "Signing Date" means the date of this Agreement, 5 November 2004;

      "Transaction" means the sale and purchase of the Shares pursuant to this
      Agreement.

2.    Sale and Purchase

2.1   Subject to the terms and conditions of this Agreement, on the Closing
      Date, as defined in Clause 5.1 below, the Sellers agree to sell and
      transfer the Shares to the Purchaser and the Purchaser agrees to purchase
      the Shares from the Sellers.

2.2   The Shares shall be sold free and clear from all Encumbrances and together
      with all accrued benefits and rights pertaining thereto.

3.    Purchase Price

3.1   The purchase price for the Shares (the "Purchase Price") shall be
      allocated between the Sellers as follows:

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      (i)   Investment AB Oresund shall receive SEK 4,800,000 in cash, and

      (ii)  each of the Founders shall receive SEK 4,372,000 in the form of
            shares in Futuremedia (ADRs).

3.2   The Founders shall furthermore have a conditional right to additional
      purchase price based on the Company's EBIT (the "Additional Purchase
      Price") for the period starting on the 1 November 2004 and ending on 31
      October 2005, in accordance with the following:

      (i)   In the event EBIT for said period is less than SEK 1,400,000 the
            Founders shall not be entitled to the Additional Purchase Price;

      (ii)  In the event EBIT for said period is between SEK 1,400,000 and
            1,599,000 the total Additional Purchase Price to be received by the
            Founders shall be SEK 2,000,000;

      (iii) In the event EBIT for said period is between SEK 1,600,000 and
            1,999,000 the total Additional Purchase Price to be received by the
            Founders shall be SEK 3,500,000; and

      (iv)  In the event EBIT for said period is not less than SEK 2,000,000,
            the total Additional Purchase Price to be received by the Founders
            shall be SEK 5,000,000.

3.3   In order to determine the Additional Purchase Price, the Purchaser shall
      procure that the Company, as soon as practicable after 31 October 2005,
      however not later than 15 Business Days after such date, delivers to the
      Founders a profit and loss account of the Company, for the period 1
      November 2004 - 31 October 2005, and balance sheet of the Company as at 31
      October 2005, reviewed by an auditor, together with a presentation of EBIT
      and the corresponding Additional Purchase Price (together the "APP
      Calculations"). The profit and loss account and the balance sheet shall be
      prepared in accordance with Swedish GAAP (Sw: god redovisningssed) and the
      accounting principles applied in the Annual Report (as defined below) and
      the Interim Report. The Founders shall have the right at their own expense
      to review and have auditors review the delivered APP Calculations,
      including reviewing all books, records and information on which the APP
      Calculations are based.

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3.4   Within ten Business Days after receipt of the APP Calculations, the
      Founders shall in writing either inform the Purchaser that the APP
      Calculations are acceptable or object to the APP Calculations setting out
      a specific description of the Founders' objections. The failure of the
      Founders to deliver objections to the Purchaser within ten Business Days
      after receipt of the APP Calculations shall be deemed acceptance by the
      Founders of the APP Calculations. Within ten Business Days after receipt
      of the Founders' objections, if any, the Purchaser shall in writing either
      inform the Founders that the Founders' objections are acceptable or object
      to the Founders' objections setting out a specific description of the
      Purchaser's objections. The failure of the Purchaser to deliver objections
      to the Founders within ten Business Days after receipt of the Founders'
      objections shall be deemed acceptance by the Purchaser of the APP
      Calculations in accordance with the Founder's objections. If the Founders
      and the Purchaser have not accepted or agreed on the APP Calculations the
      Parties shall meet to attempt to resolve and agree on such issues in good
      faith.

3.5   Not later than 15 Business Days after the APP Calculations have been
      accepted or agreed between the Parties, the Additional Purchase Price, if
      any, shall be paid in shares in Futuremedia and in accordance with the
      written instructions from the Founders. Any Additional Purchase Price
      payable shall be allocated between the Founders so that Hans-Erik Eriksson
      shall be entitled to 77.5% thereof and Magnus Penker to the remaining
      part, provided however that another allocation shall be applied if the
      Founders have jointly informed Futuremedia thereof in the written payment
      instruction referred to above.

3.6   Notwithstanding what is set out in Clause 3.5 as regards payment date for
      the Additional Purchase Price, the Purchaser shall not be obliged to pay
      the Additional Purchase Price until Claims have been settled between the
      Purchaser and the Founders, e.g. by set-off.

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3.7   The number of shares in Futuremedia that shall be issued as part of the
      Purchase Price shall be decided based on the 15 days average of the daily
      low/high average price of Futuremedia's ADRs traded on NASDAQ under the
      ticker symbol FMDAY prior to the Signing Date and on the average SEK/USD
      exchange rate, as set out daily on the website of the Central Bank of
      Sweden (Sw: Riksbanken; www.riksbanken.se/templates/ItemList.aspx?
      id=10876), for the same period. Consequently, the above calculations as
      regards the determination of the number of shares in Futuremedia that
      shall be issued as part of the Additional Purchase Price, shall be based
      on the 15 days period prior to 31 October 2005.

4.    Conditions Precedent

4.1   The obligation of the Parties to complete the purchase of the Shares under
      this Agreement is conditional upon the following:

      (a)   the Minority Shareholders shall have executed share purchase
            agreements in the form attached hereto as Exhibit 4.1.(a);

      (b)   the Founders and the Key Employees shall have executed agreements
            with the Company or the Purchaser (including an agreement under
            which Hans-Erik Eriksson and Objekt Teknik AB transfer certain
            Intellectual Property set out in Exhibit 6.12.1, e.g. the domain
            name www.opentraining.com, to the Company), in form and substance
            reasonably satisfactory to the Purchaser;

      (c)   since the Signing Date, no event shall have caused, and no event
            shall have occurred that may reasonably be expected to cause a
            material adverse effect relating to the business or financial
            position of the Company;

      (d)   the Founders and the Purchaser shall have entered into an escrow
            agreement substantially in the form set out in Exhibit 4.1.(d) (the
            "Escrow Agreement");
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      (e)   a plan, setting out the joint business plan of the Company and the
            Purchaser for the next 12 - 18 months, shall have been approved by
            the Founders and the board of directors of the Purchaser;

      (f)   all representations and warranties in Clause 6 shall in all respects
            be true and correct at and as of the Signing Date and the Closing
            Date;

      (g)   the Sellers shall in all material respects have complied with the
            covenants of this Agreement; and

      (h)   Bank of New York shall have confirmed that it is ready to transfer
            the ADRs that will be part of the Purchase Price in accordance with
            Clause 3.1(ii).

4.2   The Sellers and the Purchaser will each use all reasonable endeavours to
      fulfil or procure the fulfilment of the applicable conditions set out in
      Clause 4.1 above and will notify the other Parties immediately of the
      satisfaction of any of such conditions.

5.    The Closing

5.1   The Closing shall take place at the offices of Gemandt & Danielsson
      Advokatbyra KB five Business Days after the fulfilment or relevant Party's
      waiver of the conditions precedent set out in Clause 4.1 above, or, such
      other date the Parties may agree on, however in no event later than 15
      December 2004 (the "Closing"; the "Closing Date"). The Parties expect
      Closing to take place within four weeks of the Signing Date but are aware
      that it may take place later.

      If Closing has not taken place on 15 December 2004, this Agreement shall
      be declared null and void and no Party shall have any claims on the other
      Parties for such declaration.
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5.2   At the Closing the Sellers shall:

      (a)   in exchange for the payment of the Purchase Price, deliver to the
            Purchaser the share certificates representing the Shares, duly
            endorsed in blank;

      (b)   cause all directors of the Company nominated by the Sellers to
            retire from their respective office without claim for remuneration,
            save for what is set out in Exhibit 5.2(b), to the extent this is
            requested by the Purchaser;

      (c)   procure that the board of directors of the Company issues a general
            power of attorney for the Purchaser to represent the Company, until
            new authorised signatories in the Company have been appointed and
            registered with the Swedish Companies Register; and

      (d)   deliver share purchase agreements in the form attached hereto as
            Exhibit 4.1.(a) executed by all Minority Shareholders, together with
            share certificates representing the Minority Shareholders' shares in
            the Company, duly endorsed in blank.

5.3   At the Closing the Purchaser shall, subject to the Sellers fulfilling all
      its obligations under Clause 5.2 above and in accordance with the Sellers'
      transfer instructions to be provided to the Purchaser not later than five
      days prior to the Closing Date, pay to Investment AB Oresund the purchase
      price set out in Clause 3.1(i) and deliver to the Founders such number of
      shares in Futuremedia that is the result of the application of Clauses
      3.1(ii) and 3.7 above. Furthermore, the Purchaser shall pay the Minority
      Shareholders for their shares in the Company.

5.4   At the Closing, an extraordinary shareholders' meeting in the Company
      shall be held, at which among other things a new board of directors and
      auditors shall be elected and a board meeting in the Company shall be
      held, at which among other things new authorised signatories shall be
      appointed. The Purchaser shall prepare the minutes of said meeting as well
      as the necessary ancillary documents and ensure that the changes are
      registered with the Swedish Companies Register (Sw: Bolagsverket) as soon
      as possible.
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6.    Representation and Warranties of the Sellers

      The Sellers hereby severally, and not jointly, each Seller for himself
      only, make the following representations and warranties to and for the
      benefit of the Purchaser, each of which is made as of the Signing Date and
      shall be deemed to be repeated on and as of the Closing Date.

      Each representation and warranty given by Investment AB Oresund, save for
      the representations and warranties in Clauses 6.1, 6.2, 6.3, 6.4.1, 6.7,
      6.17.8 and 6.18, is given to the best of Investment AB Oresund's knowledge
      only, meaning the actual knowledge of either of Messrs. Mikael Nachemson,
      Erik Tornberg and Anders Elsell.

      To the extent the representations and warranties given by the Founders are
      qualified by the expression "so far as the Sellers are aware" or any
      similar expression shall, unless otherwise stated, be deemed to refer to
      the knowledge of any of the Founders who shall be deemed to have knowledge
      of such matters as they would have discovered, had they made reasonable
      and customary enquiries.

      The Purchaser agrees that the Sellers have made no, and the Purchaser has
      not relied on any, express or implied representation or warranty regarding
      the Shares or the Company other than the Warranties contained in this
      Agreement and no action or omission by the Sellers or the Company shall be
      construed as implying any representation or warranty. The Parties agree
      that the Sellers' liability in relation to the Shares is exclusively
      governed by the warranties in this Clause 6. The Sellers shall thus have
      no liability for defects under the Sale of Goods Act (Sw. Koplagen
      (1990:931)).

6.1   Organisation; Authorisation
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6.1.1 The Company is a duly organised and validly existing limited liability
      company under the laws of Sweden;

6.1.2 The Company is registered with the Swedish Companies Register and the
      certificate of registration and articles of association which appear from
      Exhibit 6.1.2 are correct-and complete and no resolution has been passed
      to alter any provision thereof;

6.1.3 The Company is in compliance with its articles of association;

6.1.4 The Company has all requisite corporate power and authority under its
      articles of association to carry out its business, and holds all licenses,
      permits and other required authorisations from governmental or regulatory
      authorities, necessary to conduct its business as it is now being
      conducted and is proposed to be conducted, and to own its assets;

6.1.5 The Company does not own or control, whether directly or indirectly, any
      share capital or other equity or ownership interest in any business,
      company, joint venture, partnership or other entity except for those set
      out in Exhibit 6.1.5;

6.1.6 This Agreement, when executed, constitutes legal, valid and binding
      obligations of the Sellers, enforceable against them in accordance with
      its terms. The Sellers are neither prohibited nor restrained by their
      articles of association, where applicable, or by any agreements to which
      the Sellers are a party, from entering into this Agreement and from
      consummating the Transaction, and this Agreement has been duly authorised
      by all necessary corporate actions;

6.2   Share Capital

6.2.1 The Company has an issued share capital of SEK 714,300 divided into
      7,143,000 shares, each with a nominal value of SEK 0. 10, validly issued
      and fully paid for. The Shares constitute 89 per cent of the issued share
      capital of the Company;
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6.2.2 The Sellers lawfully own the Shares. The Shares in the Company are free
      and clear of all Encumbrances and no right of first refusal or similar
      third party right exists, other than the pre-emption right (Sw:
      hembudsratt) set out in the Company's articles of association which is
      hereby waived by the Sellers and will consequently not be exercised in
      relation to the completion of the Transaction. Neither the Sellers nor the
      Company has issued, granted or entered into any outstanding options,
      warrants or other rights of any kind to acquire or obligations to issue
      securities in the Company or other equity interests including convertible
      debentures or options to issue new shares;

6.3   Documentation

6.3.1 All documentation concerning the Company (including, without limitation,
      the share ledger, minutes from board meetings and shareholders' meetings
      and books of account) has been properly kept and contain in all material
      respects an accurate and complete record of the matters dealt with in
      those documents. Such documentation is in all material respects complete,
      save for the share ledger which in all respects is complete, and in the
      possession of the Company;

6.4   Financial Statements

6.4.1 The audited balance sheet and profit and loss account for the Company for
      the financial year 2003 (Exhibit 6.4.1.1; the "Annual Report") and the
      balance sheet and profit and loss account for the Company for the first 6
      months of the financial year 2004, as reviewed by the Company's auditor
      (Exhibit 6.4.1.2; the "Interim Report") have been prepared in accordance
      with Swedish GAAP (Sw: god redovisningssed), consistently applied for the
      last two financial years, and are true and correct in all material
      respects and correctly present the financial position of the Company as of
      the Accounts Date and Interim Date respectively and the result of the
      Company and its operations for the relevant period;

6.4.2 Since the Accounts Date, there has been no material adverse change in the
      assets, liabilities, business or condition, financial or otherwise, of the
      Company and the Sellers do not foresee any such change. There has not
      occurred or arisen, since the Interim Date, with respect to the Company,
      (i) any obligation, commitment or liability, liquidated or unliquidated,
      contingent or otherwise, whether for taxes or otherwise, arising out of
      events occurring after the Interim Date, except obligations, commitments
      and liabilities arising in the ordinary course of business or (ii) any
      amendment or termination of any Material Arrangement as defined in Clause
      6.9.1 below;
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6.5   Accounts Receivable, Unbilled Receivables and Accounts Payable

6.5.1 All accounts receivable and other rights to payment, including, without
      limitation, unbilled receivables and credits extended to third parties
      ("Receivables"), and accounts payable that are reflected in the Annual
      Report and the Interim Report have arisen from bona fide transactions of
      the Company and represent valid obligations due to or by the Company which
      have been accounted for in a manner consistent with past practice. All
      Receivables that are reflected in the books as of the Closing Date will be
      collected according to their respective terms by the Company (assuming
      collection efforts will be made after the Closing Date in a manner
      consistent with past practice);

6.6   No Undisclosed Liabilities

      Except for the debts, liabilities or obligations (i) that are reflected in
      the Annual Report and the Interim Report or (ii) that were incurred since
      the Interim Date in the ordinary course of business and consistent with
      past practise, there are no debts, liabilities or obligations of any
      nature (whether or not accrued, contingent or otherwise) of the Company;

6.7   Dividends

6.7.1 No dividends or other distribution of payment (whether in shares, cash or
      other property) in respect of the shares in the Company have been paid or
      authorised since the Accounts Date.

6.8   Business

6.8.1 The Company is and has in all material respects at all times been in
      compliance with all applicable laws, regulations and administrative orders
      of every jurisdiction in which it transacts business or to which it is
      subject;
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6.8.2 The Company has entered into all agreements, contracts and commitments
      ("Arrangements") necessary for the conduct of its business as currently
      conducted and the Arrangements have been entered into in the ordinary and
      usual course of business and at prices, terms and conditions that were
      commercially sound in the Company's opinion. The Company has not received
      any notice of breach by it and it has not since the Accounts Date been and
      it is not currently in breach of any Arrangements to which it is party or
      by which it is bound;

6.8.3 Except as set out in Exhibit 6.8.3, the Company is not bound by or subject
      to any Arrangement of the following kind: (i) any guarantee or
      indemnification by it for the benefit of any person or entity, (ii) any
      credit or financing Arrangement and related collateral arrangement for the
      borrowing of funds or obtaining credit by it from any individual or
      entity, (iii) any Arrangement containing any covenant or provision
      limiting the freedom of it to engage in any line of business or compete
      with any individual or entity in any geographic area, (iv) any Arrangement
      for the provision of services or products on an exclusive basis
      (including, without limitation, distributorship, licensing, supplier and
      franchising agreements), (v) any Arrangement containing provisions for
      price redetermination or price revisions relating to the period up to the
      date hereof or, as concerns the future other than Arrangements entered
      into in the ordinary course of business and customary in the relevant
      trade, (vi) any Arrangement with the Sellers, Key Employees or their
      affiliates other than in the ordinary course of business and on arm's
      length terms, (vii) any other Arrangement not made in the ordinary course
      of business or (viii) any Arrangement made on non-commercial terms;

6.8.4 The Company has not granted or offered any warranties for goods or
      services sold which are still valid except as set out in Exhibit 6.8.4;

6.8.5 The price and payment terms of all outstanding material Arrangements,
      bids, sales orders and purchase orders of the Company contain terms
      consistent with the past practice of the Company;
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6.8.6  Save for what is set out in Exhibit 6.8.6, the Company is not party to
       any Arrangement which will be affected by reason of change of ownership
       of the shares in the Company;

6.9    Material Arrangements

6.9.1  All Arrangements material to the business of the Company and with a
       contract value (being the total amount to be paid or received by the
       Company)- in excess of SEK 100,000 are listed in Exhibit 6.9.1,
       ("Material Arrangements"). All copies of the Material Arrangements are
       complete, accurately reflect the Material Arrangements and have been
       provided to the Purchaser;

6.9.2  The Company has not received or given notice of termination of any
       Material Arrangement, nor do the Sellers expect any such notice;

6.9.3  The Company is not in default under any Material Arrangement, nor has any
       Material Arrangement been breached by any counterparty to such Material
       Arrangement;

6.9.4  All Material Arrangements and binding offers by the Company have been
       entered into/given in the ordinary and usual course of business and at
       prices, terms and conditions that were commercially sound in the
       Company's opinion, other than what is set out in Exhibit 6.9.4. So far as
       the Sellers are aware, no Material Arrangement contains provisions that
       due to their content or application can be deemed wholly or partly
       illegal or invalid;

6.10   Ownership to Real and Personal Property

6.10.1 The Company does not own any real property;

6.10.2 The Company owns, leases or has a license to use all real and personal
       property necessary to conduct its business as it is currently conducted.
       The Company has full ownership of or right to use, free and clear of all
       Encumbrances, all real and personal property used in the business and no
       such asset or right is subject to retention of title of pledged or
       otherwise the subject of any Encumbrance. The Company's continued use of
       such assets and rights is not subject to any restrictions other than such
       as may follow from laws and regulations generally applicable to the
       Company or to the type of operations carried out by the Company;

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6.10.3 No deed regarding floating charges (Sw: foretagshypoteksbrev) nor any
       mortgage deed on real property (Sw: pantbrev), with respect to the
       Company, is pledged, save for floating charges of SEK 2,400,000 pledged
       to Ostgota Enskilda Banken;

6.11   Condition of Real and Personal Property

6.11.1 The real and personal property owned or leased by the Company and used in
       its business is in good operating condition with consideration of normal
       wear and tear and suitable in all material respects for its intended
       purpose and adequate for the conduct of the Company's business as it is
       currently being conducted;

6.12   Intellectual Property

6.12.1 The Company owns, or has valid licenses or other right to use, all
       Intellectual Property used or required by the Company in its business as
       currently conducted. Such Intellectual Property, together with
       information on whether owned or licensed, are listed in Exhibit 6.12.1;

6.12.2 Neither the Company's conduct of business nor any Intellectual Property
       owned by the Company infringes or violates the proprietary rights of any
       third party;

6.12.3 To the best of the Sellers' knowledge, there are no infringements or
       violations by a third party to the Intellectual Property listed in
       Exhibit 6.12.1;

6.13   Information Technology

6.13.1 In the 12 months prior to the Signing Date, there have been no failures
       or breakdowns of any computer systems, communication systems, software
       and hardware used in the business of the Company which have caused any
       disruption or interruption in or to the business of the Company or which
       has had adverse effect on the Company's business.

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6.14   Licenses and Permits

6.14.1 The Company has all the necessary licences, permits and authorisations,
       including environmental licences, to carry on its business as conducted
       at the date hereof and has at all times been and is in compliance with
       all licences, permits and authorisations, and there is no pending action
       or other proceeding, nor is there any reason to expect any such action or
       proceeding, which seeks the revocation or suspension or alteration of any
       such existing licences, permits or authorisations;

6.15   Compliance

6.15.1 The Company has at all times complied with all laws and regulations where
       it, directly or through intermediaries, carry out business. Without
       limiting the generality of the foregoing, the Company neither is nor has
       been engaged in any activity which could violate prohibitions against
       restrictive agreements or abuse of dominant position in the European
       Economic Area or Swedish competition law.

6.16   Insurances

6.16.1 The Company has maintained and maintains insurances that are adequate
       with respect to its assets and business and in relation to liability
       towards third parties and such insurances are in force and in effect and
       are not void or voidable and will be maintained up to thirty (30) days
       after the Closing Date;

6.17   Employee Matters and Pension Arrangements

6.17.1 True, complete and current copies of the employment contracts of the Key
       Employees and the Founders are attached as Exhibit 6.17.1 and no Key
       Employee has announced his or her termination of his or her position or
       employment with the Company, nor is there to the Sellers' knowledge
       reason to expect such termination, and the Company is not in default
       under any such employment contracts. No collective bargaining agreement
       is applicable to the Company or any of the Key Employees;

<PAGE>
                                                                              19


6.17.2 Neither the Key Employees nor the Founders are entitled to any severance
       pay due to a change of ownership of the Shares;

6.17.3 No employment contract, nor any arrangement with any former employee of
       the Company, contains any provisions that deviate from what is normal in
       the field of business where the Company is active;

6.17.4 Exhibit 6.17.4 sets out a complete and correct list of all employee
       benefit, pension, retirement, bonus, incentive, profit sharing, severance
       and life and medical insurance plans or programs adopted by the Company
       or by which the Company is bound, other than those required by applicable
       law;

6.17.5 There is no pending nor threatened claim by any current or former
       director or employee of the Company or strike by the employees of the
       Company. Neither the Company nor the Sellers have received notice of any
       claim that it has not complied with any employment agreement or labour
       related laws in respect of the such employees;

6.17.6 No former employees are entitled to re-employment by the Company:

6.17.7 The arrangements listed in Exhibit 6.17.7 are the only arrangements under
       which the Company make or could become liable to make payments for
       providing retirement, death, disability or life assurance benefits (the
       "Retirement Benefit Arrangements"), except for arrangements to which the
       Company contributes in compliance with any law or regulation. Exhibit
       6.17.7 also include copies of documents governing such Retirement Benefit
       Arrangements as will transfer to the Purchaser at Closing and membership
       data to establish the members' entitlements to benefits under such
       Retirement Benefit Arrangements. To the Sellers' knowledge, the
       Retirement Benefit Arrangements are in compliance with their terms and
       with all applicable laws, regulations and government taxation or funding
       requirements in all material respects.


<PAGE>
                                                                              20


6.17.8 Provisions have been made in the Annual Report and the Interim Report for
       the full amount of all present and accrued liabilities in respect of
       pension undertakings to be paid to current or former directors, officers
       or other employees of the Company;

6.18   Insolvency; Etc

6.18.1 No order has been made and no resolution has been passed for the
       liquidation of the Company or for a liquidator to be appointed in respect
       of the Company;

6.18.2 No reconstruction under the Company Reorganisation Act or bankruptcy
       proceedings has been commenced in respect of the Company;

6.18.3 The Company is not insolvent, or unable to pay its debts, or has stopped
       paying its debts as they fall due;

6.19   Legal Proceedings

6.19.1 There is no claim, legal action, counterclaim, suit, arbitration,
       governmental investigation or other legal, administrative or tax
       proceedings nor any order, decree or judgment in progress, pending or
       threatened against the Company, nor is there any reason to expect such
       proceedings, and there are, as far as the Sellers are aware, no facts or
       circumstances that may lead to the aforesaid;

6.19.2 There is no outstanding order, injunction, judgment or decree or any
       court, governmental agency or arbitration tribunal affecting the Company
       or its respective assets;

6.20   Taxes

6.20.1 All tax and other returns, reports and forms required to be filed on or
       prior to the Closing Date by or with respect to any activities of the
       Company have been timely filed in accordance with all applicable laws and
       regulations. There are no tax audits or tax disputes pending with respect
       to the Company;

<PAGE>
                                                                              21


6.20.2 The Company has duly and punctually paid all taxes and fees required to
       be paid by it on or prior to the Closing Date;

6.20.3 The Company has in the Annual Report and the Interim Report made proper
       reservations for accrued but unpaid taxes;

6.20.4 The Company will not be the subject of additional assessment of taxes,
       fees or fines or other punitive charges attributable to the conduct of
       business or transactions or other tax related events prior to Closing;

6.21   No Conflict; Consents, Filings; Etc.

       The execution of this Agreement by the Sellers does not,

       (a)  violate any law, regulation, order or judgment applicable to the
            Sellers or the Company,

       (b)  violate or conflict with or constitute a default (or event which,
            with notice or lapse of time, or both would constitute a default)
            under, or give rise to a right of termination or modification, or
            acceleration of the performance by (i) any licence, permit, approval
            or other authorisation of the Company issued by any governmental or
            regulatory authority, (ii) any Arrangements to which the Company is
            a party or may be bound or to which the Company's assets are
            subject,

       (c)  result in the creation of any mortgage, pledge, lien, security
            interest, option or other encumbrance of any kind upon any of the
            assets of the Company, or,

<PAGE>
                                                                              22


       (d)  require any registration of filing with or consent, approval,
            permit, authorisation or action by any governmental or regulatory
            authority;

6.22  True Statements

      No warranty, nor any written statement delivered by the Sellers pursuant
      hereto or in connection with the Transaction, contains or shall contain
      any untrue statement, nor shall such warranty or statement taken as a
      whole omit any statement necessary in order to make any statement therein
      not misleading; and

6.23  Full Disclosure

      There will on the Closing Date be no facts or circumstances known by the
      Sellers and not disclosed to Purchaser that would have affected materially
      and adversely a reasonable general purchaser's decision to enter into this
      Agreement on the terms set out herein.

7.    Representation and Warranties of the Purchaser

      The Purchaser hereby makes the following representations and warranties to
      and for the benefit of the Sellers, each of which is made as of the
      Signing Date and shall be deemed to be repeated on and as of the Closing
      Date;

7.1   The Purchaser is a limited liability company duly organised and validly
      existing under the laws of England; and

7.2   The Purchaser has full requisite corporate power and authority to enter
      into this Agreement and to purchase the Shares pursuant to this Agreement.
      This Agreement, when executed, constitutes a legal valid and binding
      obligation of the Purchaser enforceable against the Purchaser in
      accordance with its terms.

8.    Covenants

8.1   Interim Covenants

      The Sellers covenants and agrees that they shall cause the Company from
      the Signing Date through the Closing Date, to:


<PAGE>
                                                                              23


      (a)   conduct its business only in the ordinary course and consistent with
            past practice and in all material respects compliance with all
            applicable laws, rules and regulations, and use all reasonable
            efforts to maintain and preserve its business organisation, assets,
            business relationships and the service of the Key Employees and
            consultants presently performing services for the Company;

      (b)   maintain or obtain in the usual, regular and ordinary manner all
            licences, permits and other required authorisations as are necessary
            in order to enable it to own and conduct its business as presently
            conducted; and

      (c)   maintain its books, accounts and records in the usual, regular and
            ordinary manner and to cause its books, accounts and records to be
            true and complete in all respects.

8.2   Notice of Events

      From time to time prior to the Closing Date, each of the Parties shall
      give prompt notice to the other of (a) any occurrence or non-occurrence of
      an event which would be likely to cause any representation or warranty
      contained herein to be untrue or inaccurate at or prior to the Closing
      Date or (b) any failure on its part to perform, comply with or satisfy any
      covenant to be performed, complied with or satisfied by it hereunder;
      provided, however, that the delivery of any such notice shall not limit or
      otherwise affect the remedies available hereunder to any party.

8.3   Pending or Threatened Litigation

      Between the date hereof and the Closing Date, the Sellers and the
      Purchaser shall inform each other, promptly upon any of the Sellers' or
      the Purchaser's obtaining knowledge thereof, of any pending or threatened
      litigation which could reasonable be anticipated to prohibit or restrain
      or materially and adversely affect the consummation of the Transaction or
      the performance by the Purchaser or the Sellers of their respective
      obligations hereunder.

<PAGE>
                                                                              24


8.4   Discharge from liability

      The Purchaser shall vote for that the present board members and the
      present managing director of the Company, respectively, shall be
      discharged from liability for their administration until the Closing Date
      (or the earlier date of their retirement), at the first annual
      shareholders' meeting held after the Closing, provided that the auditor of
      the Company recommends such discharge nor is there any reason to expect
      such proceedings, and there are, as far as the Sellers are aware, no facts
      or circumstances that may lead to the aforesaid; in the auditors' report
      for the relevant period.

8.5   Lock-up

8.5.1 The shares in Futuremedia that are received in accordance with Clause
      3.1(ii) above shall be subject to lock-up undertakings. The Founders shall
      not be entitled to sell or otherwise dispose of the shares in Futuremedia
      that they received at Closing for a period of twelve months from Closing.
      However, on the 41st calendar day following Closing, 35% of the each
      Founder's holdings of shares in Futuremedia that were received at Closing
      shall be released from such undertaking, provided that the daily number of
      shares sold does not exceed 5% of the previous five days average traded
      volume and, if applicable, that each sale has been made in consideration
      of Futuremedia's insider trading policies. Furthermore, on the last day of
      each subsequent three months period following the Closing Date, 16,25% of
      the each Founder's holdings of shares in Futuremedia that were received at
      Closing shall be released from such undertaking, provided that the daily
      number of shares sold does not exceed 5% of the previous five days average
      traded volume and, if applicable, that each sale has been made in
      consideration of Futuremedia's insider trading policies. Hence, on the
      last day of the twelfth month subsequent to Closing, the Founders shall be
      free to sell or dispose of all shares in Futuremedia that they received at
      Closing. Shares in Futuremedia, received in accordance with the,
      Additional Purchase Price provision in Clause 3.6 above, shall be subject
      to a corresponding lock-up undertaking based on the time when such shares
      were received.


<PAGE>
                                                                              25


8.5.2 The lock-up undertakings set out in Clause 8.5.1 will be enforced by an
      escrow arrangement provided for in the Escrow Agreement.

8.6   Drag-along

      The Sellers shall procure that the Minority Shareholders sell their shares
      in the Company to the Purchaser on the terms and conditions set out in
      Exhibit 4. L(a).

9.    Indemnification by the Sellers

9.1   Indemnification

      (a)   The Sellers shall severally and not jointly, each Seller for himself
            only, indemnify, and hold harmless the Purchaser and its successors
            and assigns (the Purchaser, the Company and such successors and
            assigns being referred to in this Clause as the "Purchaser") from
            and against any Losses which may be suffered by the Purchaser as a
            result or on account of any breach of representations and
            warranties, obligations or covenants made or given by the Sellers in
            this Agreement. The Sellers' liability to indemnify the Purchaser
            shall be limited as set out in this Clause 9.1. Subject to the
            limitations set out in this Clause 9, in the event of a breach of
            any of the warranties, covenants or agreements made or to be
            performed by the Sellers pursuant to this Agreement, the Purchaser
            shall, as its sole and exclusive remedy, be entitled to a reduction
            of the Purchase Price or the Additional Purchase Price, as the case
            may be, with an amount corresponding to the Loss.


<PAGE>
                                                                              26


      (b)   The Sellers' obligation to indemnify the Purchaser pursuant to this
            Clause 9.1 for a breach of a representation or warranty shall
            terminate, (i) with respect to Claims that are not based on a breach
            of a representation or warranty contained in Clauses 6.20 hereof, on
            15 August 2005, and (ii) with respect to Claims which are based on a
            breach of a representation or warranty contained in Clause 6.20
            (Taxes), three months (a) after the expiry of the period provided by
            the statute of limitations applicable to such tax liability or (b)
            after a final decision by the competent tax authority or court,
            whichever is later; provided, however, that the Sellers' obligations
            pursuant to Clause 9.1 shall not terminate with respect to any Claim
            for which the Purchaser has given notice on or prior to the date
            specified above for the termination of the liability with respect
            thereto, irrespective of whether or not the amount of liability is
            determined or determinable on such date.

      (c)   The Sellers shall not be liable for breach of any covenants,
            representations or warranties in respect of any Claim unless the
            individual amount of each Claim exceeds SEK 25,000 and the aggregate
            amount of all such Claims for which the Seller would otherwise be
            liable for breach of any covenant, representation or warranty
            exceeds SEK 500,000. Where the aggregate amount of all Claims
            exceeds the threshold, the full amount of the Claims shall be
            recoverable from the Sellers.

      (d)   Each Seller's liability to indemnify the Purchaser in respect of
            breach of any covenant, representation or warranty shall be several
            and not joint, each Seller for himself only, on a pro rata basis in
            relation to the number of shares sold by such Seller under this
            Agreement in relation to the total number of shares in the Company
            on the Closing Date. The maximum liability of each Seller shall be
            limited to the part of the Purchase Price and the Additional
            Purchase Price received by such Seller and, where applicable, with
            deduction of such tax that has actually been incurred by such Seller
            due to reception of the Purchase Price and the Additional Purchase
            Price or due to sale of shares in Futuremedia received as Purchase
            Price or Additional Purchase Price.


<PAGE>
                                                                              27


      (e)   The Sellers shall not be liable for breach of any covenant,
            representation or warranty in respect of any liability which is
            contingent unless and until such contingent liability becomes an
            actual liability and is due and payable but this section shall not
            operate to avoid a claim notified in respect of a contingent
            liability within the time limits specified in Clause 9.1 (b) above.
            Such contingent liabilities shall be included when assessing whether
            or not the thresholds in Clause 9.1 (c) above have been exceeded
            even if the liability is contingent at the time of assessment.

      (f)   The Sellers shall not be liable for breach of any representations or
            warranties in respect of losses suffered by the Purchaser or the
            Company to the extent of any corresponding savings by or net benefit
            to the Purchaser or the Company arising directly and immediately
            from such losses (for example, without limitation, where the amount
            (if any) by which any taxation for which the Purchaser or the
            Company would otherwise have been accountable or liable to be
            assessed is actually reduced or extinguished as a result of the
            matter giving rise to such liability);

      (g)   The Purchaser shall procure that reasonable steps are taken,
            including by the Company, and that the Sellers are given reasonable
            opportunity to assist in order to avoid or mitigate any losses which
            in the absence of mitigation might give rise to a liability in
            respect of any claim under this Agreement; .

      (h)   If any Loss is a tax deductible item the recoverable Loss shall be
            reduced by an amount equivalent to the Loss multiplied by the actual
            corporate tax rate applicable in the relevant jurisdiction of the
            Company (or, as the case may be, the Purchaser) during the relevant
            fiscal year;


<PAGE>
                                                                              28


      (i)   Save for Claims for breaches of representations and warranties set
            out in Clauses 6.1.1-2, 6.1.6, 6.2.2 and 6.12.1-3, the Purchaser
            shall not be entitled to present any Claims where such claim is
            based on a fact, circumstance or information known to the Purchaser
            prior to the signing of this Agreement; and

      (j)   No liability shall arise if and to the extent that any Claim

            (i)   occurs as a result of the passing of any legislation not in
                  force at the Signing Date, or which takes effect
                  retrospectively, or occurs as a result of any increase in the
                  tax rate in force on the Signing Date or any change in the
                  generally established practise of the relevant tax
                  authorities;

            (ii)  which is recoverable under an insurance policy or which would
                  have been recoverable had the insurance protection level,
                  which existed at the Closing Date, been continued; and

            (iii) would not have arisen but for an act, omission or transaction
                  carried out by the Purchaser, or persons deriving title from
                  the Purchaser or the Company after the Closing Date.

9.2   Procedure for Indemnification

      The Purchaser shall within reasonable time, however no later than 60 days
      from discovery thereof, give notice to the Sellers of any claim or event
      known to it which does or may give rise to a Claim for indemnification
      hereunder by the Purchaser against the Sellers describing in reasonable
      detail the nature of the Claim and a good faith estimate of the amount
      claimed in damages.


<PAGE>
                                                                              29


9.3   The remedy provided for in this Clause 9 in case of a breach of any
      warranty, covenant or agreement made or to be performed by the Sellers
      pursuant to this Agreement shall be exclusive and hence it is specifically
      agreed that no remedy whatsoever under the Sale of Goods Act (Sw. Koplagen
      (1990:931)) or under any other statute, law or legal principle, including
      (but not limited to) the right to rescind this Agreement, shall be
      available to the Purchaser.

10.   Non-compete

10.1  Each Founder confirms and undertakes that he shall not, directly or
      indirectly, for a period of two (2) years from the Closing Date or the
      date when the Founder no longer is employed or otherwise engaged in the
      Company or Futuremedia, whichever is later:

            (i)   be engaged in the e-learning business as presently conducted
                  by the Company, or planned to be conducted in accordance with
                  what is set out in the plan referred to in Clause 4.1(d);

            (ii)  have any ownership interests in or influence over, by
                  affiliation, agreement or otherwise, any companies or business
                  enterprises engaged in any such activities; or

            (iii) endeavor to employ or entice away from any of the Purchaser,
                  the Company, or any other affiliate of the Purchaser or the
                  Company, any key personnel.

10.2  Notwithstanding what is set out in Clause 9, in the event of a breach of
      the covenant in this Clause 10, then the Founders, jointly and severally,
      shall for each such breach pay to the Purchaser a penalty of SEK
      1,000,000, provided that the Purchaser may claim higher damages upon proof
      that the actual damage incurred is higher than the agreed penalty.

10.3  Notwithstanding what is set forth in this Clause 10, Hans-Erik Eriksson
      shall be allowed to be active in the operations set forth in Exhibit 10.3.


<PAGE>
                                                                              30


11.   Miscellaneous

11.1  Publicity and confidentiality

      The Parties agree to co-ordinate all announcement of the Transaction. The
      Parties shall continue to be bound by the Confidentiality Agreement until
      the Closing and shall further continue to be bound by the Confidentiality
      Agreement if the Transaction is not completed. Notwithstanding this,
      Investment AB Oresund shall continue to be bound by the Confidentiality
      Agreement for the term thereof.

11.2  Entire Agreement

      This Agreement supersedes any and all prior agreements, oral or written,
      between the parties hereto with respect to the subject matter hereof, and
      contains the entire agreement between the parties with respect to the
      transactions contemplated hereby. However, this Agreement shall not
      supersede the Confidentiality Agreement.

11.3  Costs and expenses

      Each Party shall pay all of its costs and expenses, including but not
      limited to fees to advisors, incurred in connection with negotiations,
      execution and performance of the Agreement and it is specifically agreed
      that the Company shall not bear any such costs and expenses.

11.4  Assignment

      The Purchaser shall have the right to assign its rights and obligations
      hereunder to a wholly-owned subsidiary provided that the Purchaser
      notifies the other Parties thereof and issues a guarantee as regards such
      subsidiary's fulfilment of the Purchaser's obligations.

11.5  Amendments

      This Agreement may be amended only pursuant to a written instrument signed
      by the parties hereto.


<PAGE>
                                                                              31


11.6  Headings

      The headings of this Agreement are inserted for convenience only and shall
      not affect the construction or interpretation of this Agreement.

12.   Notices

12.1  All notices, requests, demands and other communication under this
      agreement shall be in the English language and in writing (mail or fax)
      and addressed as follows:

       If to the Sellers: I


       Investment AB Oresund

       Att.  Erik Tomberg

       Norrlandsgatan 15 D

       Box 7621

       103 94 Stockholm

       Telephone +46 8 402 33 00

       Fax +46 8 402 33 03


       Hans-Erik Eriksson

       Odengatan 24, 6 tr

       113 51 Stockholm

       Telephone: +46 8 15 30 80

       Fax: Currently no fax.


       Magnus Penker

       Rattarvagen 2

       187 69 Taby

       Telephone: +46 8 656 10 39

       Fax: Currently no fax.


<PAGE>
                                                                              32


       If to the Purchaser:


       Futuremedia Plc

       Att.  CFO

       Nile House, Nile Street

       Brighton

       BN1 MW Brighton UK

       Telephone: +44 1273 829 700

       Fax: +44 1273 829 702


12.2  Each communication shall be deemed to have been effectively given:

      (a)   If by fax, upon receipt by the sender of the confirmation receipt at
            the end of transmission;

      (b)   If by mail, five days after such communication was deposited in the
            mail (postage prepaid); and

      (c)   If by any other means, when delivered.

      If any party to this Agreement should change its address, or fax number,
      it shall promptly give written notice to the other parties.

13.   Governing Law and Arbitration

13.1  This Agreement shall be governed by and construed in accordance with the
      laws of the kingdom of Sweden.

13.2  Any dispute, controversy or claim arising out of or in connection with
      this Agreement, or the breach, termination or invalidity thereof, shall be
      settled by arbitration in accordance with the Rules for Expedited
      Arbitrations of the Arbitration Institute of the Stockholm Chamber of
      Commerce.

<PAGE>
                                                                              33


The arbitral proceedings shall take place in Stockholm and be conducted in the
English language.


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

This Agreement has been executed in four original counterparts of which the
Parties have taken one each.

Stockholm on 5 November 2004


                                            FUTUREMEDIA PLC


 /s/ Hans-Erik Eriksson                     /s/ Carl Kleman
 -------------------------------------      ------------------------------------
 Hans-Erik Eriksson



 /s/ Magnus Penker
-------------------------------------
 Magnus Penker



 INVESTMENT AB ORESUND (publ)


 /s/ Sven Hagstromer
 -------------------------------------