Exhibit 4.8


                                      RULES


                                     of the


                                 FUTUREMEDIA PLC


                    ENTERPRISE MANAGEMENT INCENTIVE PLAN 2005


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

          Adopted by shareholders at the Extraordinary General Meeting
                              held on 28 July 2005

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


                                 MM & K Limited
                                 1 Bengal Court
                                  Birchin Lane
                                     London
                                    EC3V 9DD

                               Tel: 020 7283 7200
                               Fax: 020 7283 4119

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                                TABLE OF CONTENTS





Clause        Heading                                                   Page No.


1             DEFINITIONS AND INTERPRETATION................................1

2             GRANT OF OPTIONS..............................................2

3             INVESTOR PROTECTION - COMPANY LIMITS ON OPTIONS...............3

4             LIMITS ON INDIVIDUAL OPTION GRANTS............................3

5             VARIATION OF SHARE CAPITAL....................................4

6             ALTERATION....................................................4

7             ADMINISTRATION................................................5

<PAGE>

                                      RULES

                                       OF

          THE FUTUREMEDIA PLC ENTERPRISE MANAGEMENT INCENTIVE PLAN 2005


1     DEFINITIONS AND INTERPRETATION

1.1   In the  Rules,  including  these  definitions,  the  following  words  and
      expressions shall, except insofar as the context otherwise requires,  have
      the meanings set opposite them respectively:-


      "2005  Unapproved  Plan" means the Futuremedia  PLC 2005 Unapproved  Share
      Option Plan


      "Auditors" means the auditors of the Company (acting as experts and not as
      arbiters)


      "Board"  means the board of directors of the Company or a duly  authorised
      committee thereof


      "Committed Time" has the meaning given in paragraph 29 of Schedule 14


      "Company" means Futuremedia PLC (registered in England No 01616681)


      "Date of Grant"  means in  respect  of any  Option the date on which it is
      granted


      "Eligible Employee" means a Group Employee whose Committed Time amounts to
      at least 25 hours per week


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


      "Group"  means the  Company  and its  Subsidiaries  and the phrase  "Group
      Company" shall be construed accordingly


      "Group Employee" means a director or employee of any Group Company

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

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      "Option" means a right to acquire Shares granted pursuant to the Rules and
      documented in an Option Agreement


      "Option  Agreement"  means the agreement in the form (or  substantially in
      the form) set out in  Schedule 1  documenting  an Option  which is entered
      into by an Option  Holder  and the  Company  and which  complies  with the
      requirements of Rule 2.3


      "Option Holder" means an individual to whom an Option has been granted or,
      if that individual has died, his executors or personal representatives

      "Option Price means the price at which an Option is granted and as set out
      in the Option Agreement

      "Rules" means these rules as altered or varied from time to time


      "Plan" means the Futuremedia PLC Enterprise Management Incentive Plan 2005
      constituted and governed by the Rules


      "Schedule 14" means schedule 14 to the Finance Act 2000


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


      "Share"  means fully paid  ordinary  shares in the capital of the Company,
      provided  that as the context  requires the term  "Shares"  shall  include
      ADSs, as evidenced by ADRs, representing the Shares


      "SIP" mean the Futuremedia PLC Share Incentive Plan 2005


      "Subsidiary"  means  a  qualifying   subsidiary  (within  the  meaning  of
      paragraph 15 of Schedule 14) of the Company


      "Working Time" has the meaning given in paragraph 29 of Schedule 14

1.2   In these Rules, except insofar as the context otherwise requires:-

1.2.1 words denoting the singular shall include the plural and vice versa;

1.2.2 words denoting the masculine gender shall include the feminine gender; and

1.2.3 any reference to any  enactment  shall be construed as a reference to that
      enactment as from time to time amended, extended or re-enacted.

2     GRANT OF OPTIONS

2.1   The Board may at any time and from time to time select Eligible  Employees
      to whom Options will be granted.

2.2   The Board shall procure that the Company  enters into an Option  Agreement
      with each Eligible Employee selected pursuant to Rule 2.1.

2.3   Each Option Agreement shall constitute an Option to acquire Shares granted
      by the Company in favour of the Eligible Employee and shall:-

                                      -2-
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2.3.1 be signed on behalf of the Company and by the Eligible Employee;

2.3.2 specify the  maximum  number of Shares that can be acquired on exercise of
      the Option, as determined by the Board;

2.3.3 specify the Option Price  payable  under the Option,  as determined by the
      Board;

2.3.4 contain  the terms and  conditions  upon which the Option is  granted,  as
      determined by the Board; and

2.3.5 unless the Board  determines  otherwise,  comply with the  requirements of
      paragraphs 40 and 41 of Schedule 14.

3     INVESTOR PROTECTION - COMPANY LIMITS ON OPTIONS

3.1   No Option shall be granted  pursuant to the Plan if the grant would result
      in the limit specified in Rule 3.2 being contravened.

3.2   The number of Shares  that may be the  subject of Options  under the Plan,
      when  aggregated  with the number of Shares  that may be issued  under the
      2005  Unapproved  Plan and the SIP,  shall  not  exceed  an  aggregate  of
      10,000,000  Shares.  Shares  subject to any  Option  that may no longer be
      exercised,   expires  unexercised,   or  is  reacquired,   surrendered  or
      terminated  in  accordance  with its terms or  otherwise,  shall no longer
      count towards the  aggregate  number of Shares which have been the subject
      of Options issued hereunder, and such number of Shares shall be subject to
      further Option grants under the Plan.

3.3   In  determining  at any time  whether the limit  specified in Rule 3.2 has
      been  complied  with no  account  shall  be taken  of and  there  shall be
      disregarded in calculating the nominal value of the Shares issued or which
      require  to be issued  upon the  exercise  of any Option or  options,  all
      Shares which would have been required to be issued  pursuant to any Option
      or option which has lapsed or been surrendered or disclaimed.

3.4   Any reference in this Rule 3 to any or any other share option scheme shall
      be construed as a reference to such schemes as have been or may be adopted
      by the Company or any Subsidiary and to which Shares are subject.

4     LIMITS ON INDIVIDUAL OPTION GRANTS


4.1   No Option shall be granted  pursuant to the Plan if the grant would result
      in the limit specified in Rule 4.2 being contravened.


4.2   The maximum Market Value of Shares over which Options may be granted to an
      Eligible  Employee at any time when  aggregated  with the Market Value (at
      their date of grant) of Shares  over which  Options  have been  granted to
      that Eligible Employee previously and which remain exercisable (under this
      Plan and any other share  option  scheme  approved  by the Inland  Revenue
      pursuant  to  Schedule  9 of the Income  Corporation  and Taxes Act 1988),
      shall not exceed the  higher of  (pound)100,000  and four times his or her
      annual rate of salary at the date of grant of such Options.

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5     VARIATION OF SHARE CAPITAL

5.1   In the  event of any  capitalisation  issue,  rights  issue,  open  offer,
      consolidation,  sub-division  or  reduction  or other  variation  of share
      capital by the Company,  the number of Shares over which  Options  subsist
      and the Option Price for each of those Shares may, if the Board  considers
      it  appropriate,  be adjusted in such  manner as the  Auditors  confirm in
      writing to be fair and  reasonable,  provided  that at any time when it is
      intended that Options shall  continue to qualify as enterprise  management
      incentives under Schedule 14:-

5.1.1 no  adjustment  shall take effect until receipt of approval from the Board
      of Inland Revenue; and

5.1.2 following the  adjustment  the Shares  continue to satisfy the  conditions
      specified in paragraph 38 of Schedule 14.

5.2   The Company shall  promptly after any adjustment has been made pursuant to
      this Rule give notice of the adjustment to the Option Holders.

6     ALTERATION

      The Board may from time to time alter or add to all or any of the Rules or
      any Option  Agreement in such manner and to such extent as the Board shall
      think fit, provided that:-

6.1   no  alteration  or addition to the Rules shall  materially  and  adversely
      affect the rights of an Option  Holder as regards an Option  granted prior
      to the alteration or addition being made; and

6.2   no  alteration or addition to any Option  Agreement  shall be made without
      the written agreement of the Option Holder; and

6.3   no alteration or addition to the advantage of Option  Holders or employees
      shall be made to the definition of Eligible  Employees,  the limits on the
      Shares  subject to the Plan,  the  maximum  entitlement  for any  Eligible
      Employee  or the  provisions  of Rule 5,  without  the prior  approval  by
      ordinary  resolution  of the  members of the  Company in general  meeting,
      unless such  alteration or addition is minor and is necessary or desirable
      to benefit the  administration of the Plan, to take account of a change in
      legislation or to obtain or maintain  favourable tax,  exchange control or
      regulatory  treatment for Option Holders or for the Company or for members
      of the  Group;  and

6.4   any  such  alteration  shall  be  subject  to  the  shareholder   approval
      requirements  under the rules of the  Nasdaq  Stock  Market  (or any other
      national  or  international  securities  exchange  on which the  Company's
      securities are traded), as applicable.

                                      -4-
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7     ADMINISTRATION

7.1   The Plan shall be administered by the Board whose decision on all disputes
      and matters concerning the interpretation of the Rules shall be final.

7.2   The cost of  establishing  and  operating  the Plan  shall be borne by the
      Group Companies in such proportions as the Board shall determine.

7.3   Any notice or other communication under or in connection with the Plan may
      be given by the Company  either  personally  or by post and to the Company
      either personally or by post to the secretary; items sent by post shall be
      pre-paid and shall be deemed to have been received 72 hours after posting.

7.4   The Company shall at all times either keep available sufficient authorised
      and unissued  Shares to satisfy all Options which have neither  lapsed nor
      been  fully  exercised,  or  shall  procure  that  sufficient  Shares  are
      available for transfer to satisfy all such Options.

7.5   The Plan, the Rules and all other documents  relating to the Plan shall be
      governed by and construed in accordance with the English Law.

7.6   No Option shall be granted under this Plan after the tenth  anniversary of
      its date of adoption by shareholders in general meeting

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


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

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