Exhibit 4.10
                                 FUTUREMEDIA PLC
                             SUBSCRIPTION AGREEMENT
                             ----------------------

                                IMPORTANT NOTICE

The contents of this document  have not been  approved by an  authorised  person
(for the purposes of Section 21 of Financial  Services and Markets Act 2000 (the
"Act")).  Such approval is required by Section 21 of the Act unless an exemption
applies.  Consequently this document is being made available only to persons who
are deemed  sufficiently  experienced and  knowledgeable to understand the risks
involved in making an  investment  in the Company and as such fall within any of
Articles 19  (investment  professionals),  43 (Members and  creditors of certain
bodies corporate), 48 (certified high net worth individuals), 49 (high net worth
companies, unincorporated associations etc.), 50 (sophisticated investors) or 51
(associations  of high net worth or  sophisticated  investors)  of the Financial
Services and Markets Act 2000  (Financial  Promotion)  Order 2001 (SI 2001/1335)
(the  "Order") or such other  relevant  exemption  under which this Document may
lawfully be communicated as a financial promotion.

For the purposes of Articles 48 and 51 of the Order:

(i)   This document is exempt from the general restriction (in Section 21 of the
      Act) on the  communication  of  invitations  or  inducements  to engage in
      investment activity on the grounds that it is made to a certified high net
      worth individual, sophisticated investor or current shareholder.

(ii)  The  requirements  that  must  be met  for a  recipient  to  qualify  as a
      certified high net worth individual are that the recipient:
      (a)   has a current  certificate of high net worth in the form detailed in
            Article 48(3) of the Order; and
      (b)   has previously (within the last 12 months) signed a statement in the
            terms in Article 48(2)(b) of the Order.

(iii) The  requirements  that  must  be met  for a  recipient  to  qualify  as a
      sophisticated investor are that the recipient:
      (a)   has a current  certificate  from an authorised  person in accordance
            with Article 50(1)(a) of the Order; and
      (b)   has previously (within the last 12 months) signed a statement in the
            terms in Article 50(1)(b) of the Order.

(iv)  Reliance on this  document for the purpose of investing in the Company may
      expose the  recipient  to a  significant  risk of losing all of the monies
      invested.

(v)   Any person who is in any doubt about the investment to which this document
      relates should consult an authorised  person  specialising  in advising on
      investments of this kind.

This document does not  constitute a prospectus or an offer or invitation to the
public to acquire or subscribe for any shares or other securities in the Company
within  the  meaning  of  Regulation  6  of  the  Public  Offers  of  Securities
Regulations  1995 (SI  1995/1537)  and should not be reproduced  or  circulated.
Accordingly,  the  securities may not be offered or sold or re-offered or resold
to persons  in the  United  Kingdom  except to person of the kind  described  in
paragraphs 3 to 24 of Schedule 11 to the Act.

This document should not be considered as a recommendation  by the shareholders,
the   Company,   or   any  of   their   respective   subsidiaries,   affiliates,
representatives, partners, directors, officers, employees, advisers or agents to
invest in the Company,  and interested  recipients are recommended to seek their
own independent financial, legal and other advice.

Recipients  of this  document  in  jurisdictions  outside  the UK should  inform
themselves  about  and  observe  all  applicable  legal  requirements  in  their
jurisdictions.  In  particular,  the  distribution  of this  document in certain
jurisdictions may be restricted by law and,  accordingly,  recipients  represent
that  they  are able to  receive  this  document  without  contravention  of any
unfulfilled  registration  requirements  or  other  legal  restrictions  in  the
jurisdiction in which they reside or conduct business.

THE SECURITIES  OFFERED  PURSUANT TO THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"SECURITIES  ACT"),  AND MAY NOT BE OFFERED OR SOLD IN THE UNITED  STATES EXCEPT
PURSUANT TO AN APPLICABLE  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE
SECURITIES ACT OR IN A TRANSACTION NOT SUBJECT TO SUCH REQUIREMENTS.

                            CONFIDENTIALITY STATEMENT
                            -------------------------

By accepting a copy of this document, the recipient acknowledges and agrees that
it is receiving confidential information that has not been made available to the
public. It agrees that it will not disclose, reproduce,  circulate, or otherwise
make known to any other person the  information  contained  herein,  without the
prior written consent of the Company.

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<PAGE>

Futuremedia PLC
Nile House
Nile Street
Brighton BN1 1HW

Gentlemen:

      The  undersigned  understands  that the Company is hereby  making an offer
(the "Offer") of its Ordinary Shares, 1-1/9 pence per share, of the Company (the
"Shares") at a purchase price of $0.76 per Share.

      The Offer will expire on February 9, 2005 unless  extended by the Company,
in its sole discretion (the "Expiration Date").

      1.  Subscription.  Subject to the terms and conditions of this  Agreement,
the undersigned  hereby  subscribes for the aggregate number of Shares set forth
on the signature page of this Agreement. Payment of the aggregate purchase price
is required at the time of delivery of this Agreement to the Company (or at such
late time as the Company may agree). The undersigned acknowledges that, in order
to  subscribe,  the  undersigned  must  deliver,  to the  Company,  prior to the
Expiration Date, one executed copy of this Agreement.

      2.  Risk  Factors.  The  undersigned  acknowledges  and is  aware  that an
investment in the Company  involves a  substantial  degree of risk and should be
regarded as highly speculative.  As a result, the subscription for Shares should
be considered only if the undersigned can reasonably afford a loss of its entire
investment.  The undersigned should carefully consider,  among other things, the
risk factors set out in the  Company's  Annual  Report on Form 20-F (the "20-F")
for the  year-ended  April 30, 2004 filed with the U.S.  Securities and Exchange
Commission ("SEC") on September 30, 2004.

      3.  Acceptance  of  Subscription.  It is  understood  and agreed that this
Agreement is subject to the following terms and conditions:

            (a) Investments are not binding on the Company until accepted by the
Company.

            (b) The undersigned hereby intends that his/her/its signature hereon
shall  constitute an irrevocable  subscription  to the Company for the aggregate
amount of Shares described herein.

      4. American Depositary Receipts.  The Company's American Depositary Shares
("ADSs") trade on the Nasdaq  SmallCap  Market under the symbol FMDAY.  Each ADS
represents  the right to receive one  Ordinary  Share of the  Company.  ADSs are
evidenced by American Depositary  Receipts ("ADRs").  ADSs evidenced by ADRs are
issued by the Bank of New York as Depositary (the "Depositary") of the Company's
ADR facility in  accordance  with the terms of a deposit  agreement  between the
Company and the Depositary.  The Company shall amend the deposit  agreement with
the  Depositary  to  include  the Shares as ADSs  and/or to take all  reasonably
necessary  action to deliver to the  undersigned  ADRs evidencing such ADSs. The
Company  shall bear all costs and  expenses in  connection  with the issuance of
ADRs to the undersigned in connection with its investment in the Shares.

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<PAGE>

      5.  Representations  and Warranties of the  Undersigned.  The  undersigned
hereby represents and warrants to the Company as follows:

            (a) The  undersigned  (i) has adequate  means of  providing  for its
current  needs and possible  contingencies,  and it has no need for liquidity of
its  investment  in the  Company;  (ii) has such  knowledge  and  experience  in
financial  matters that the  undersigned  is capable of evaluating  the relative
risks and merits of this investment; and (iii) understands that an investment in
the Shares is highly  speculative  and is able  financially  to bear the risk of
losing its entire investment.

            (b) The address set forth on the signature page of this Agreement is
its true and  correct  business  address,  and it has no  present  intention  of
changing its business location to any other jurisdiction.

            (c) The  undersigned has received and read and represents that it is
familiar with this Agreement.

            (d) The undersigned, and its representatives,  if any, have received
and reviewed copies of the following documents:  (i) the Company's Annual Report
on Form 20-F for the  fiscal  year  ended  April 30 2004 and (ii) the  Company's
press releases  distributed  since April 30, 2004. The undersigned  acknowledges
that it has reviewed the information  contained therein. It further acknowledges
that it has had the opportunity to ask  representatives of the Company questions
about the Company's  business and  financial  condition and that it has obtained
such  information  as it has requested to the extent it has deemed  necessary to
permit  it to fully  evaluate  the  merits  and risks of its  investment  in the
Company.  Further,  the  undersigned  has  consulted  with  such  other  of  its
investment  and/or  accounting and/or legal and/or tax advisors as it has deemed
necessary and appropriate in making its decision to subscribe for the Shares.

            (e) If the  undersigned is a  corporation,  partnership,  trust,  or
other entity, (i) it is authorised and qualified to become a shareholder of, and
authorised to make its investment  in, the Company;  (ii) it has not been formed
for the purpose of making an  investment  in the  Company;  and (iii) the person
signing this Agreement on behalf of such entity has been duly authorised by such
entity to do so.

            (f)  The   undersigned   is  not  relying  on  the  Company  or  any
representation  contained  herein or in the  documents  referred  to herein with
respect to the tax and economic effect of its investment in the Company.

            (g) The undersigned  understands (i) that it is the Company's intent
that all communications and other activities  relating to this Agreement and the
transactions  contemplated  hereby are being carried out in compliance  with the
Financial   Services  and  Markets  Act  2000  ("FSMA")  and  related  secondary
legislation, including without limitation the Financial Services and Markets Act
2000 (Financial  Promotion) Order 2001, SI 2001 No. 1335 ("Statutory  Instrument
2001 No.  1335")  and (ii) that the  Company is relying  certain  exemptions  in
Statutory  Instrument  2001 No. 1335. The undersigned is either a Certified High
Net Worth Individual or a Certified  Sophisticated Investor, or a current member
of the Company, as such terms are defined in Statutory Instrument 2001 No. 1335.

                                       3
<PAGE>

            (h) The  undersigned  understands  that the Shares have not been and
not expected to be registered under the United States Securities Act of 1933, as
amended  (the  "Act") . The Shares are being  offered  and sold in an  "offshore
transaction" outside the United States in accordance with Rule 903 of Regulation
S ("Regulation S"), promulgated under the Act. The transferability of the Shares
is restricted as provided herein.

            (i) At the time the offer to subscribe for the Shares was made,  the
undersigned and all beneficial  owners or subscribers  for the Shares  hereunder
were outside of the United  States of America,  Canada,  Japan,  the Republic of
Ireland and Australia.  The undersigned  further represents that the undersigned
and all such  beneficial  owners did not receive any  offering  documents,  with
respect to the Shares,  in the United  States of  America,  Canada,  Japan,  the
Republic of Ireland or Australia.

            (j) The Shares for which the undersigned hereby subscribes are being
acquired solely for its own account or for the account of beneficial owners that
the  undersigned  represents,  and are not being purchased with a view to or for
distribution.  It  has no  present  plans  to  enter  into  any  such  contract,
undertaking,  agreement or arrangement.  In order to induce the Company to issue
the Shares  subscribed  for  hereby to the  undersigned,  it is agreed  that the
Company  will have no  obligation  to recognise  the  ownership,  beneficial  or
otherwise,  of such  Shares by anyone  but the  undersigned  and the  beneficial
owners that the undersigned represents.

            (k) The undersigned  understands that Shares may be not transferred,
sold, assigned,  hypothecated or otherwise disposed of, except:  (a)(i) pursuant
to a registration statement,  filed with and declared effective by the SEC, (ii)
in an offshore  transaction in compliance with Regulation S or (iii) pursuant to
another  available  exemption from the registration  requirements  under the Act
upon  the  delivery  of  an  opinion  of  counsel,  certification  and/or  other
information  satisfactory  to the Company and (b) in  compliance  with all other
applicable laws.

            (l) The undersigned  agrees that, in order to ensure compliance with
applicable  securities laws, the certificates or ADRs evidencing any Shares will
be held in escrow by the Company for a period of 40 days  following  the date of
receipt by the  Company of  payment in full for all Shares  purchased  hereunder
(the  "Restricted  Period").  The undersigned  agrees not to sell, grant options
over, transfer,  charge, pledge,  hypothecate or otherwise dispose of the Shares
during the Restricted  Period.  The undersigned  further agrees not to engage in
any hedging  transactions  or short sales with respect to the Shares  during the
Restricted Period.

            The foregoing  representations  and warranties are true and accurate
as of the date of delivery of this  Agreement  to the Company and shall  survive
such delivery.  If in any respect such  representations and warranties shall not
be true and accurate  prior to acceptance of this  subscription  by the Company,
the  undersigned  shall  give  written  notice  of  such  fact  to the  Company,
specifying  which  representations  and warranties are not true and accurate and
the reasons therefor.

                                       4
<PAGE>

      6. Delivery of Certificates; Transfer Agent Instructions. The Company will
hold in escrow, as described herein,  either certificates or ADRs evidencing the
Shares without any  restrictive  legends  affixed  thereon (except to the extent
that any such restrictive legends may be required by The Bank of New York or any
successor  depositary of the Company's ADR facility).  The  certificates or ADRs
will be issued in the name of the  undersigned and will be held in escrow by the
Company  during the  Restricted  Period.  Upon the  expiration of the Restricted
Period, the Company will deliver the certificates representing the Shares or the
ADRs to the undersigned.

      7. Costs and expenses Incident to the Purchase. The Company shall bear all
costs and expenses  incident to the  issuance,  sale and delivery of the Shares,
including,  but not limited to, all legal fees;  the  preparation,  printing and
delivery of shares certificates; and any cost and expense in connection with the
conversion of any of the Shares into ADRs. The Company shall not be obligated to
pay any  commissions to any third parties or the  undersigned in connection with
the  issuance  of the Shares  pursuant  to this  Agreement  except as  otherwise
expressly agreed in writing by the Company.

      8. Indemnification.  The undersigned  acknowledges that it understands the
meaning and legal consequences of the representations  and warranties  contained
herein,  and hereby  agrees to indemnify  and hold  harmless  the  Company,  the
Company's  officers and directors,  and their respective  agents,  employees and
affiliates, from and against any and all losses, claims, damages or liabilities,
including reasonable  solicitors' or attorneys' fees, due to or arising out of a
breach of any representation (s) or warranty(s) of the undersigned  contained in
this Agreement.

      9. Further  Assurances.  The undersigned  hereby agrees to execute or sign
any and all other documents  and/or take any and all such further actions as the
Company may reasonably  request or require in connection  with the  transactions
contemplated by this Agreement.

      10. No Waiver.  Notwithstanding  any of the  representations,  warranties,
acknowledgments  or agreements made herein by the  undersigned,  the undersigned
does not  thereby or in any other  manner  waive any rights  granted to it under
U.S.  federal or state  securities  laws,  the laws of England  and Wales or any
other jurisdiction.

      11.  Revocation.   The  undersigned   acknowledges  and  agrees  that  its
subscription for the Shares made by the execution and delivery of this Agreement
by the undersigned is irrevocable.

      12. Miscellaneous.

            (a) All  notices  or other  communications  given or made  hereunder
shall be in writing and shall be delivered or mailed by  registered or certified
mail,  return receipt  requested,  postage  prepaid,  to the  undersigned at its
address set forth below and to Futuremedia Public Limited Company at Nile House,
Nile Street, Brighton BN1 1HW, Attention: Peter Machin.

            (b)  Notwithstanding  the place where this Agreement may be executed
by any of the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and shall be governed by
the laws of England and Wales.

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<PAGE>

            (c) This  Agreement  constitutes  the  entire  agreement  among  the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties.

            (d) This Agreement shall be binding upon the legal  representatives,
successors and assigns of all parties hereto.

            (e) All terms used herein  shall be deemed to include the  masculine
and the Feminine and the singular and the plural as the context requires.

                           [Signature Page to Follow]

                                       6
<PAGE>

                                 SIGNATURE PAGE

EXECUTED this 9th day of February, 2005


Number of Shares subscribed for: 65,789 Shares


Aggregate Purchase Price:        $50,000



----------------------------               ----------------------------
 (Signature of Subscriber)                 (Signature of Spouse, or
                                           other joint tenant, if any)


 ----------------------------              ----------------------------
 (Printed Name of Subscriber)              (Printed Name of Spouse, or
                                           other joint tenant, if any)


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


----------------------------               -----------------------------
      (Address)                                      (Address)


 Check Appropriate Space:
              Individual Ownership
-------------
              Joint Tenants with Right of Survivorship
------------- Tenants in Common
              Other:
-------------        -----------------------------
                                   ACCEPTANCE

APPROVED AND ACCEPTED in accordance with the terms of this
Agreement on                       , 2005.


FUTUREMEDIA PLC


By:
     ---------------------------------------------------------
Name:
Title:


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