Exhibit 4.11

                               DATED 25 July, 2003

                                (1) IQDOS LIMITED

                                       and

                               (2) FUTUREMEDIA PLC

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                                    AGREEMENT
                             RELATING TO THE SALE OF
                      THE WHOLE OF THE ISSUED SHARE CAPITAL
                                 OF TEMP LIMITED

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                                  Thomas Eggar

                                   Solicitors

                                The Corn Exchange
                                  Baffins Lane
                                   Chichester
                                   West Sussex
                                    P019 IGE
                                Tel: 01243 786111
                                Fax: 01243 536787
                                  Ref: NJR/JRC
                               www.thomaseggar.com

<PAGE>


THIS AGREEMENT is made the is 25th day of July, 2003

BETWEEN:

(1) IQDOS LIMITED (registered in England no. 03844344) whose registered office
is at 45 West Street, Marlow, Buckinghamshire SL7 2LS (the "Vendor"); and

(2) FUTUREMEDIA PLC (registered in England no. 01616681) whose registered office
is at Nile House, Nile Street, Brighton BN1 1HW (the "Purchaser")

WHEREAS:

(A)      The Company (as defined below) has at the date of this Agreement an
         authorised share capital of GBP151,000 divided into Ordinary Shares of
         GBP1 each, of which 150,001 is in issue and is fully paid.

(B)      The Vendor has agreed to sell and the Purchaser has agreed to Purchase
         the Shares (as defined below) on the terms of this Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1   In this Agreement the following words and expressions have the following
      meanings, unless they are inconsistent with the context:

<TABLE>
<CAPTION>
<S>                                     <C>

         "Agreement"                     means this  Agreement  (including  the  Recital  and any
                                         schedule or annexure to it);,

         "Business"                      the business of the  provision of  interactive  learning
                                         via  the  internet  as  carried  on by  the  Company  at
                                         Completion

         "Business Day"                  a day (other than a Saturday  or Sunday)  when banks are
                                         open for business in London;

         "Claim"                         means a claim by the Purchaser  against the Vendor under
                                         the Warranties;

         "Company"                       means Temp Limited, a
                                         private company limited by
                                         shares and registered in
                                         England and Wales under
                                         company number 4844149
                                         whose registered office is
                                         at 45 West Street, Marlow,
                                         Buckinghamshire SL7 2LS;

         "Completion"                    means completion of the sale and purchase of the Shares;
</TABLE>


                                       1
<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>
         "Confidential Information"      all information received or
                                         obtained as a result of
                                         entering into or
                                         performing, or supplied by
                                         or on behalf of a party in
                                         the negotiations leading
                                         to, this Agreement and
                                         which relates to:

                                         (i) the Company;

                                         (ii) the provisions of
                                         this Agreement;

                                         (iii) the negotiations
                                         relating to this Agreement;

                                         (iv) the subject matter of
                                         this Agreement;

                                         (v) the Purchaser; or

                                         (vi) the Vendor

         "Consideration"                 means the total  purchase price payable by the Purchaser
                                         to the  Vendor in  respect  of the  Shares  pursuant  to
                                         Clause 3;

         "Consideration Shares"          means  1,125,000  ordinary shares of 1 1/9 pence each in
                                         the capital of the Purchaser credited as fully paid;

         "Depositary"                    BNY (Nominees) Limited;

         "Disclosed"                     means fairly disclosed to
                                         the Purchaser expressly
                                         for the purposes of this
                                         Agreement in the
                                         Disclosure Letter and
                                         "fairly" means disclosed
                                         with sufficient
                                         particularity to enable
                                         the Purchaser to assess
                                         the full impact on the
                                         Company of the matter
                                         disclosed;


         "Disclosure                     Letter" means the letter
                                         of the same date as this
                                         Agreement in the agreed
                                         form from the Vendor to
                                         the Purchaser, together
                                         with any attachments,
                                         disclosing matters that
                                         are exceptions to the
                                         Warranties;

         "Employees"                     means the  employees of the Company  further  details of
                                         whom are given in Schedule 2 to this Agreement;

         "Encumbrance"                   means any mortgage,  charge,  security,  interest, lien,
                                         pledge,  hypothecation,  assignment  by way of security,
                                         equity,  claims, right of pre-emption,  option,  charge,
                                         covenant,   restriction,   reservation,   lease,  trust,
                                         order,  decree,   judgment,   title  deficit  (including
                                         retention  of  title  clauses),   conflicting  claim  of
                                         ownership or any third party's  rights or encumbrance of
                                         any nature whatsoever (whether or not perfected);
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>
         "Hive-Down                      Agreement" an agreement
                                         between IQdos Limited and
                                         the Company for the sale
                                         and purchase of the
                                         business of IQdos Limited
                                         executed the date of this
                                         Agreement

         "Intellectual Property Rights"  means design  rights,  trade marks and service marks (in
                                         each  case   whether   registered   or  not),   patents,
                                         registered designs,  copyright,  moral rights, rights in
                                         databases,  utility  models  and  all  similar  property
                                         rights,  whether  registerable  or not,  including those
                                         subsisting  (in any part of the  world)  in  inventions,
                                         designs,  drawings,  performances,   computer  programs,
                                         semiconductor  topographies,  confidential  information,
                                         business  or  brand  names,   domain  names,   metatags,
                                         goodwill or style of  presentation  of goods or services
                                         including   applications  for  protection  of  any  such
                                         rights by registration;

         "Issue Price"                   34.9 US cents per Consideration Share

         "Market                         Value" means the average
                                         of the middle market value
                                         quotations for one issued
                                         share in the capital of
                                         the Purchaser as shown by
                                         the recognised investment
                                         exchange NASDAQ for the 5
                                         consecutive Business Days
                                         immediately prior to the
                                         end of the Restricted
                                         Period;

         "Relevant Price"                means  the  price of a  Consideration  Share  being  the
                                         average of the middle  market value  quotations  for one
                                         issued  share in the capital of the  Purchaser  as shown
                                         by the recognised  investment  exchange NASDAQ for the 5
                                         consecutive  Business  Days  immediately  prior  to  the
                                         Transfer;

         "Restricted Period"             forty (40) days following Completion;

         "Shares"                        means  the  150,001  ordinary  shares  of  GBP1  in  the
                                         Company to be sold fully paid and purchased  pursuant to
                                         Clause 2;

         "Software"                      means the software owned
                                         by Company and as more
                                         specifically identified by
                                         an assignment dated the
                                         date of this Agreement
                                         between the Vendors and
                                         the Company;

         "Transfer"                      as defined under Clause 7.2; and

         "Warranties"                    means the warranties by the Vendor set out in Clause 5.
</TABLE>


                                       3
<PAGE>

1.2   Any reference to an enactment or a statutory instrument is a reference to
      it or them as amended, re-enacted or replaced (before or after the date of
      this Agreement) and any subordinate legislation made under it.

1.3   The headings used in this Agreement are inserted for convenience only and
      shall not affect its construction or interpretation.

1.4   Words and expressions used herein importing the singular number shall
      include the plural number and vice versa and importing one gender shall
      include any other.

1.5   Any references to a Clause shall be to a clause of this Agreement.

1.6   Reference to persons includes individuals, firms, bodies corporate,
      unincorporated associations and partnerships.

1.7   The Recitals form part of this Agreement and shall have the same force and
      effect as if expressly set out in the body of this Agreement.

1.8   General words introduced by the word "other" shall not be given a
      restrictive meaning because they are preceded by words indicating a
      particular class of acts, matters or things and shall not be given a
      restrictive meaning because they are followed by particular examples
      intended to be embraced by the general words.

1.9   References to individual persons shall be deemed to include his or her
      respective heirs, estates, successors in title, personal representatives
      and assigns.

1.10  Any document being "in the agreed form" means in a form which has been
      agreed by the parties on or before the date of this Agreement and for
      identification purposes signed by them or on their behalf by their
      solicitors.

1.11  Where any statement is qualified by the expression "so far as the Vendor
      is aware" or any similar expression it shall be deemed to include an
      additional statement that it has been made after due and careful enquiry.


                                       4
<PAGE>

2.    SALE OF COMPANY

2.1   The Vendor as legal and beneficial owner of the Shares and with full title
      guarantee shall sell and the Purchaser shall purchase the Shares on and
      with effect from Completion.

2.2   The Shares shall be sold free from all Encumbrances and together with all
      rights which now are or at any time may become attached to them and all
      dividends and distributions declared, made or paid thereon after
      Completion.

3.    CONSIDERATION

3.1   The Shares shall be sold for the Consideration.

3.2   Any payment made by the Vendor in respect of a breach of any Warranties,
      or any other payment made pursuant to this Agreement, shall be and shall
      be deemed to be pro tanto a reduction in the price paid for the Shares
      under this Agreement.

3.3   The Consideration shall be satisfied by the issue on Completion of the
      Consideration Shares, credited as fully paid at the Issue Price, to the
      Depositary on behalf of the Vendor.

3.4   The Vendor shall grant and endeavour to procure that Excel
      Communications-Limited grants the Purchaser and the Company an e-learning
      partnership status. This will operate whereby the Vendor and, to the
      extent the Vendor is able to procure their compliance, Excel
      Communications (HRD) Limited will be under an obligation whereby if they
      become aware of any opportunities relevant to the Purchaser's business
      they will notify these to the Purchaser and in reciprocation, the
      Purchaser will be under an obligation to notify the Vendor or Excel
      Communications (HRD) Limited of any opportunities it becomes aware of that
      relate to their ongoing businesses.

4.    COMPLETION

4.1   Completion shall take place forthwith on execution of this Agreement at
      the offices of Thomas Eggar, The Com Exchange, Baffins Lane, Chichester,
      P019 1 GE.

4.2   At Completion:

      4.2.1 the Vendor shall deliver to the Purchaser each of the documents
            listed in Part 1 of Schedule 1; and

      4.2.2 the Vendor shall procure that all necessary steps are taken properly
            to effect the matters listed in Part 2 of Schedule I at board
            meetings of the Company and shall deliver to the Purchaser duly
            signed minutes of all such board meetings.


                                       5
<PAGE>

4.3   Subject to the Vendor complying with their obligations under Clause 4.2
      the Purchaser shall at Completion:

      4.3.2 issue the Consideration Shares to the Depositary on behalf of the
            Vendor, and procure the issue of American Depositary Receipts in
            respect of those shares by the Depositary as soon as reasonably
            practicable; and

      4.3.3 an executed agreement in the agreed form between the Purchaser and
            the Vendor whereby the Company is permitted to continue in
            occupation of its office space at 45 West Street, Marlow,
            Buckinghamshire for a period of 6 months following Completion:

4.3.4 an executed agreement in the agreed form between Sue Harley and the
      Purchaser to run from the date of Completion.

4.4   Forthwith following Completion the Vendor shall, and shall procure that
      for the time being, all records, correspondence, documents, files,
      memoranda and other papers relating to the Company remain at the Vendor's
      offices in Marlow.

4.5   Subject to Completion and compliance by the Purchaser with its obligations
      under Clause 3, the Vendor hereby appoint the Purchaser as their attorney
      in respect of the Shares registered in the Vendor's name pending
      registration thereof in the name of the Purchaser (or such name as it
      shall direct) to exercise all voting and other rights attaching to the
      Shares and to receive all dividends or other distributions in respect
      thereof.

5.    WARRANTIES BY THE VENDOR

5.1   The Vendor warrants to the Purchaser that:

      5.1.1 it has the right to sell and transfer the full legal and beneficial
            interest in the Shares to the Purchaser on the terms set out in this
            Agreement;

      5.1.2 the Company is the owner of the full equitable and legal title to
            the Software free from any Encumbrances;

      5.1.3 the Company has no assets other than the Software and 6 lap top
            computers and the other assets transferred pursuant to the Hive Down
            Agreement;

      5.1.4 so far as the Vendor is aware, the Intellectual Property Rights in
            the Software are valid and subsisting and the Vendor do not know of,
            or of any basis for, any claim for revocation, amendment, opposition
            or rectification or any challenge to ownership or entitlement in
            respect of the Software, or the Intellectual Property Rights in it;

      5.1.5 so far as the Vendor is aware, neither the Software nor its use or
            licensing infringes directly, or indirectly, the Intellectual
            Property Rights of any third party, and no third party has alleged
            any such infringement;

      5.1.6 the source code of, and all programmers' notes, documentation and
            drafts relating to, all the Software are in the possession of the
            Company or under its control, are kept in a secure environment and
            have not been disclosed to any third party;


                                       6
<PAGE>

      5.1.7 the Company has not entered into any agreement or arrangement in
            respect of the Software other than the assignment of the
            Intellectual Property Rights dated the date of this Agreement with
            the Vendor;

      5.1.8 the Company has no interest in any freehold or leasehold property
            and no liability of any nature whatsoever in respect of any such
            property;

      5.1.9 no person is employed or engaged in the Company (whether under a
            contract of service or contract for services) other than the
            Employees and Susan Harley and the Employees are all employed
            directly by the Company and each of the Employees is employed
            exclusively in the Company. There is no person who has accepted an
            offer of employment or engagement by the Company but whose
            employment has not yet started;

      5.1.10 full and accurate particulars of the identities and dates of
            commencement of employment or engagement or appointment to office
            and terms and conditions of employment (including all information
            required by law to be included in particulars of terms of
            employment) and engagement of all the persons employed or engaged in
            the Company (whether under a contract of service or contract for
            services) including (without limitation) all remuneration,
            incentives, bonuses, expenses, profit sharing or commission
            arrangements, and other payments, share option schemes, policies of
            insurance and other benefits whatsoever whether provided on a
            discretionary or contractual basis have been provided to the
            Purchaser;

      5.1.11 there is no written claim, demand or liability outstanding or
            threatened against the Company or the Vendor on the part of any
            person who has been or is its director or employee (or the dependant
            of any such person);

      5.1.12 so far as the Vendor is aware, the Company and the Vendor have in
            relation to each of the Employees (and, so far as relevant, to each
            of its former employees) complied with all obligations imposed on it
            by all enactments, regulations and acts in relation to its Employees
            and has maintained current adequate records regarding the service
            and terms of employment of each of the Employees;

      5.1.13 there is no outstanding or threatened claim, dispute, legal
            proceeding or grievance against the Company or the Vendor by any
            Employee or any person who has been employed or engaged in the
            Company and so far as the Vendor are aware there is no likelihood of
            any such dispute, claim or proceedings arising at any time;

      5.1.14 the Vendor and the Company to the extent they do now or have
            previously engaged the Employees have maintained full compliance
            with PAYE, national insurance contribution and tax collection
            obligations in relation to the Employees;


                                       7
<PAGE>

      5.1.15 there are no amounts of remuneration outstanding (including
            bonuses, and liabilities under section 13 Employment Rights Act 1996
            accrued to the date of Completion) to any existing or former
            employee or director of the Company (other than amounts representing
            salary accrued due for the current pay period or for reimbursement
            of legitimate business expenses); and

      5.1.16 none of the Employees of the Company has given notice to terminate,
            or is under notice of termination of, and there are no grounds on
            which any such employee or director may give, or may be given,
            notice to terminate, his employment with the company.

6.    WARRANTIES BY THE PURCHASER

6.1   The Purchaser warrants to the Vendor that:

      6.1.1 the Purchaser is a company duly incorporated, validly existing and
            in good standing as a private limited company under English Law;

      6.1.2 no resolution for the winding-up of the Purchaser has been passed,
            and no order for the winding-up of the Purchaser has been made and
            no petition for the winding-up of Purchaser has been presented, no
            order for the appointment of an administrator of the Purchaser has
            been made and no administrative receiver, receiver or liquidator for
            the Purchaser has been appointed;

      6.1.3 all necessary corporate actions and shareholder authorities required
            to authorise the execution, delivery and performance by the
            Purchaser of its obligations under this Agreement have been duly
            taken and validly obtained and the Purchaser has the corporate power
            and authority to execute, deliver and perform its obligations under
            this Agreement;

      6.1.4 this Agreement being duly authorised, executed and delivered by the
            Purchaser constitutes legal, valid, binding and enforceable
            obligations of the Purchaser;

      6.1.5 neither the execution and delivery nor this performance by the
            Purchaser of its obligations under this Agreement does or will
            conflict with or result in any breach of any of the provisions of,
            or constitute a default under, the Memorandum and Articles of
            Association of the Purchaser; and

      6.1.6 no consent, approval, authorisation or order of, and no notice to or
            filing with, any governmental agency or governmental body or any
            court is required to be obtained or made by the Purchaser for the
            transactions contemplated under this Agreement.

7.    LIMITATIONS ON LIABILITY

7.1   In the absence of fraud or dishonesty or wilful non-disclosure on the part
      of any of the Vendor, their agents or advisors:


                                       8
<PAGE>

      7.1.1 the Purchaser shall not have any claim under the Warranties in
            respect of any matter if, and to the extent that, it is Disclosed in
            the Disclosure Letter;

      7.1.2 the Vendor shall not be liable for any Claim unless:

            (a)   they have received written notice from the Purchaser giving
                  reasonable details of the Claim and, if practicable, the
                  Purchaser's estimate of the amount involved on or before the
                  expiration of twelve (12) months from Completion;

            (b)   the amount of any single Claim, exceeds GBP1,500 and, when
                  aggregated with all other single warranty Claims made on the
                  same occasion or previously, is equal to or exceeds GBP15,000
                  (in which case the Vendor shall be liable for the whole amount
                  of all of the Claims and not simply the excess);

      7.1.3 subject to sub-clause 7.2, the aggregate liability of the Vendor in
            respect of the Warranties shall not exceed GBP150,000;

      7.1.4 the Vendor shall not be liable for any Claim if and to the extent
            that a liability arises or is increased as a result of:

            (a)   any voluntary act or omission of the Purchaser (or any persons
                  deriving title from it) or the Company after Completion done
                  or suffered outside the ordinary course of business and other
                  than:

            (A)   pursuant to a legally binding obligation entered into by the
                  Company before Completion; or

            (B)   in order to comply with any law; or

            (C)   at the request of or with the consent of the Vendor; or

            (b)   a change in the law.

      7.1.5 the Vendor shall not be liable for any Claim if and to the extent
            that the Company is able to recover the loss giving rise to the
            Claim under any insurance policy maintained by the Company at the
            relevant time; and

      7.1.6 the Purchaser shall not be entitled to recover damages or other more
            than once in respect of the same loss.

7.2   The Vendor may elect to satisfy the liability of any Claim by transferring
      to the Purchaser at the relevant time such number or all of the
      Consideration Shares at the Relevant Price which have an aggregate value
      equal to the value of the Claim ("Transfer") provided that if the value of
      all the Consideration Shares at that time is less than the liability
      arising under the Claim the Vendor shall on completion of the Transfer be
      make an additional payment equivalent to the value of the Claim less the
      value of the Consideration Shares transferred at the Relevant Price
      pursuant to this Clause and in any event sall not be more than GBP150,000.


                                       9
<PAGE>

7.3   If the Vendor makes any payment to the Purchaser or the Company in
      relation to any Claim pursuant to Clause 7.2 and the Purchaser or the
      Company subsequently receives from a third party any amount referable to,
      or any benefit which would not have been received but for the
      circumstances giving rise to, the subject matter of that Claim, the
      Purchaser shall, once it or the Company has received such amount or
      benefit, immediately pay or procure the payment to the Vendor of:

      7.3.1 the amount of such receipt in cash; or at the option of the
            Purchaser,

      7.3.2 issue back to the Vendor that number of the Consideration Shares at
            the Relevant Price at the time of their Transfer as have the same
            value of the amount of such receipt,

      together with any interest or repayment supplement paid to the Purchaser
      or the Company in respect of it.

8.    CONDUCT OF CLAIMS

8.1   The Purchaser shall notify the Vendor in writing of:

      (a)   any claim made against it by a third party which may give rise to a
            Claim; and

      (b)   any claim the Company is entitled to bring against a third party
            which claim is based on circumstances which may give rise to a
            Claim.

8.2   The Purchaser shall procure that the conduct, negotiation, settlement or
      litigation of the claim by or against such third party is, so far as is
      reasonably practicable, carried out in accordance with the v6shes of the
      Vendor and at their cost subject to their giving timely instructions to
      the Purchaser and providing reasonable security for any costs and expenses
      which might be incurred by the Purchaser or the Company.

8.3   The Purchaser shall not be liable for any delay in giving any notice under
      sub-clause 8.1 and shall not by reason of such delay be precluded from
      bringing any Claim against the Vendor.

8.4   The Purchaser shall provide and shall procure that the Company provides to
      the Vendor and the Vendor's professional advisers reasonable access to
      premises and personnel and to any relevant assets, documents and records
      within their power, possession or control for the purpose of investigating
      any Claim and enabling the Vendor to take the action referred to in
      sub-clause 8.2 and shall allow the Vendor and their advisers to take
      copies of any relevant documents or records at their expense.


                                       10
<PAGE>

9.    ANNOUNCEMENTS

9.1   No press conference, announcement or other communication concerning
      Confidential Information or the transactions referred to in this
      Agreement, or in connection with the Company, shall be made or despatched
      by the Vendor or its agents, employees or advisers to any third party
      without the prior written consent of the Purchaser save as may be required
      by any:

      9.1.1 law; or

      9.1.2 any applicable regulatory authority to which the Vendor are subject
            where such requirement has the force of law, provided such
            communication shall be made only after consultation with the
            Purchaser.

9.2   The restrictions contained in this clause shall continue to apply after
      Completion without limit in time.

10.   CONFIDENTIALITY

10.1  The parties hereby undertake with each other that each shall both during
      and after the term of this Agreement preserve the confidentiality of, and
      not directly or indirectly reveal, report, publish, disclose or transfer
      or use for his own or any other purposes Confidential Information except:

      10.1.1 in the circumstances set out in Clause 8.2 below;

      10.1.2 to the extent otherwise expressly permitted by this Agreement; or

      10.1.3 with the prior consent in writing of the party to whose affairs
            such Confidential Information relates.

10.2  The circumstances referred to in Clause 8.1.1 above are:

      10.2.1 where the Confidential Information, before it is furnished to the
            other party, is in the public domain;

      10.2.2 where the Confidential Information, after it is furnished to the
            other party, enters the public domain otherwise than as a result of
            (i) a breach by .the relevant party of their obligations in this
            Clause 8 or (ii) a breach by the person who disclosed that
            Confidential Information of a confidentiality obligation and the
            relevant party is aware of such breach;

      10.2.3 if and to the extent a party makes disclosure of the Confidential
            Information to any person:

            (a)   in compliance with any requirement of law;

            (b)   in response to any applicable regulatory authority to which
                  the relevant party is subject where such requirement has the
                  force of law; or

            (c)   in order to obtain tax or other clearances or consents from
                  the Inland Revenue or other relevant taxing or regulatory
                  authorities; or

                  PROVIDED THAT any such information shall be disclosed only
                  after consultation with the other party and only to the extent
                  required.


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<PAGE>

10.3  The restrictions contained in this clause shall continue to apply after
      the Completion without limit in time.

11.   RESTRICTIONS

11.1  The Vendor shall not at any time during the period of twelvemonths from
      the date of this Agreement without the prior written consent of the
      Purchaser establish a company or carry on a business of the provision of
      training which is carried out in all material respects by interactive
      learning via the internet and which is directly in competition with the
      Business of the Company

11.2  Whilst the undertaking in Clause 11.1 is considered by the parties to be
      reasonable in all circumstances, if any one or more should for any reason
      be held to be invalid but would have been held to be valid if part of the
      wording thereof was deleted, the said undertakings shall apply with the
      minimum modifications necessary to make them valid and effective.

11.3  The Vendor, in accordance with NASDAQ exchange regulations shall not deal
      in the Consideration Shares for the Restricted Period.

12.   COSTS AND EXPENSES

12.1  Each party shall pay its own costs and expenses in relation to the
      negotiation, preparation, execution and carrying into effect of this
      Agreement and other agreements forming part of the transaction.

12.2  For the avoidance of doubt, the Company shall not pay any legal or other
      professional charges and expenses in connection with any investigation of
      the Company or its assets or the negotiation, preparation, execution and
      carrying into effect of this Agreement.

12.3  The Purchaser shall pay all stamp and other transfer duties and
      registration fees applicable to any document to which it is a party and
      which arise as a result of or in consequence of this Agreement.

13.   GENERAL

13.1  This Agreement may be executed in any number of counterparts all of which
      when taken together shall constitute one agreement.


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<PAGE>

13.2  Save for Clause 3.4 (which shall be enforceable by the Company), any
      person who is not a party to this Agreement may not enforce any of its
      terms under The Contracts (Rights of Third Parties) Act 1999.
      Notwithstanding that any term of this Agreement may be or become
      enforceable by a person who is not a party to it, the terms of this
      Agreement to any of them may be varied, amended or modified or this
      Agreement may be suspended, cancelled or terminated by agreement in
      writing between the parties or this Agreement may be rescinded (in each
      case), without the consent of any such third party.

13.3  The Vendor agree that they will do or procure the doing of all such acts
      and things and execute or procure the execution of all such documents as
      may be required on or subsequent to Completion to vest in the Purchaser
      legal and beneficial ownership of the Shares in accordance with this
      Agreement and otherwise to give effect to its terms.

13.4  This Agreement shall be governed by and construed in accordance with the
      law of England and Wales.

13.5  The parties irrevocably agree to submit to the exclusive jurisdiction of
      the courts of England and Wales over any claim or matter arising under or
      in connection with this Agreement.

13.6  Any demand, notice or other communication given or made under or in
      connection with this Agreement will be in writing. 13.7 Any such demand,
      notice or other communication will be addressed as provided `in clause
      13.8 and if so addressed will be deemed to have been duly given or made as
      follows:

      13.7.1 if sent by prepaid first class post, on the second business day
            after the date of posting; or

      13.7.2 if delivered by hand, upon delivery at the address provided for in
            this clause 6, unless such delivery occurs on a day which is not a
            business day or after 4 pm on a business day, in which case it will
            be deemed to have been given or made at 9 am on the next business
            day.

13.8  Any demand, notice or other communication will be addressed (subject as
      provided in this clause 13) to the recipient at the recipient's address
      stated in this Agreement or at such other address as may from time to time
      be notified in writing by the recipient to the sender as being the
      recipient's address for service, provided however that in the case of a
      company it may instead (at the option of the sender) be addressed to its
      registered office for the time being.

      IN WITNESS whereof this Agreement was signed on the date appearing on page
      1.


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<PAGE>

Signed for and behalf of                                     ) /s/ Lee Harley

IQDOS LIMITED                                                )

by                                                           )

                                                             Director

Signed for and behalf of                                     ) /s/ David Bailey

FUTUREMEDIA PLC                                              )

by                                                           )

                                                             Director


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<PAGE>

                                   SCHEDULE 1

                                   Completion

                                     Part 1

1.    Vendor's obligations

      On Completion, the Vendor shall deliver to the Purchaser:

1.1   transfers of the Shares duly executed by the registered holders thereof in
      favour of the Purchaser or its nominee(s) together with the relevant share
      certificates in the names of such registered holders;

1.2   the executed Hive Down Agreement;

1.3   an executed assignment of the Software and Intellectual Property Rights
      from the Vendor to the Company in the agreed form;

1.4   an executed agreement in the agreed form between the Purchaser and the
      Vendor whereby the Company is permitted to continue in occupation of its
      office space at 45 West Street, Marlow, Buckinghamshire for a period of 6
      months following Completion;

1.5   the written resignations in the agreed form of all the Directors and the
      secretary or secretaries of the Company from their respective offices,
      such resignations to take, effect from Completion;

1.6   an executed agreement in the agreed form between Sue Harley and the
      Purchaser to run from the date of Completion; and

1.7   a print out of the Company customer list database as at the date of
      Completion (to include current prospects, current contracts, targets and
      all associated contact information).

                                     Part 2

On Completion, the Vendor shall cause a board meeting of the Company to be held
at which:

1.    the transfers of the Shares shall be passed for registration and
      registered (subject to the same being duly stamped, which shall be at the
      cost of the Purchaser);

2.    persons nominated by the Purchaser (in the case of directors subject to
      any maximum number imposed by the relevant articles of association) shall
      be appointed additional directors and appointed secretaries

3.    the resignations referred to in 1.5 of Part 1 shall be tendered and
      accepted so as to take effect at the close of the meeting;

4.    the secretary shall resign and Peter Machin shall be appointed in its
      place.


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<PAGE>

                                   SCHEDULE 2

                                  The Employees

                               Emma Marie Pincott
                               Michelle McBarnett
                                   Paul Barass
                                 Russell Curzon
                                  Mark Warfield

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