Exhibit 4.24                                                   22 February 2005

                                 FUTUREMEDIA PLC
                                   Nile House
                                   Nile Street
                                Brighton BN1 1HW



[  ] February 2005

[Name and address of Director]



Dear [               ],

This is to confirm the terms of your appointment as a non-executive  director of
Futuremedia  PLC (the  "Company")  with  effect  from [ ] 2005  (the  "Effective
Date").

As the  Company's  ADRs are traded on the Nasdaq  Stock Market  ("Nasdaq"),  the
Company is bound by the  Nasdaq  rules (the  "Nasdaq  Rules")  and the rules and
regulations  of the US  Securities  and Exchange  Commission  (the "SEC Rules").
Further,  all  directors of the Company are  required to comply with  applicable
rules and policies of the Company in effect from time to time  including (i) the
Company's Code of Business  Conduct (the "Code"),  and (ii) the Company's Policy
Statement On Securities Trades by Company Officers,  Directors And Certain Other
Significant Employees (the "Trading Policy"), copies of which have been provided
to you.

In  addition,  as used  herein,  the  following  terms  shall  have the  meaning
indicated:

"Board" means the Board of Directors of Futuremedia PLC from time to time.

"Group" means  Futuremedia PLC and its subsidiary and associated  companies from
time to time.

1.    Appointment

1.1   You will provide your services as a  non-executive  director on such dates
      as are reasonably  agreed between the Company and yourself  (excluding for
      the avoidance of doubt any day on which you are, through ill-health, unfit
      to provide such services).

2.    Remuneration and Expenses

2.1   During your  appointment as a non-executive  director,  you will be paid a
      director's fee of GBP2,500 per month  (exclusive of VAT),  payable monthly
      in  advance,  as well as an  additional  monthly  fee of  GBP250  for each
      committee of the Board on which you serve.

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2.2   You will be granted  options to  purchase  ____________  ordinary  shares,
      1-1/9 pence nominal  value,  of the Company on the  Effective  Date (or as
      soon  thereafter  as  practicable)  pursuant to the  Company's  Unapproved
      Executive Share Option Scheme,  as amended (the  "Scheme"),  which options
      shall  become  exercisable  in full  commencing  one year from the date of
      grant.  Further,  so long as you remain a director  of the Company and for
      each year commencing with the Company's fiscal year beginning May 1, 2005,
      you will be granted  options to purchase  an  additional  50,000  ordinary
      shares pursuant to the Scheme  immediately  following the  announcement by
      the Company of its annual  results,  which  options  shall be  exercisable
      commencing one year from the date of grant.  The Company may be prohibited
      from issuing shares to you upon exercise of options in accordance with the
      provisions of the Trading  Policy or while you are otherwise in possession
      of material,  non-public information and the issuance of shares to you may
      be delayed accordingly at the Company's discretion.

2.3   Other than as set forth in Section  2.1 and 2.2,  you will not be entitled
      to  participate  in any share,  bonus or pension  schemes or other  fringe
      benefit  arrangements,  nor will you be entitled to any  compensation  for
      loss of office.

2.4   The remuneration  set out in this letter relates  exclusively to Board and
      Board  committee  service.  Any  arrangement  involving   remuneration  or
      payments  for other  services  must be  separately  agreed in  writing  in
      advance by the Company.

2.5   The Company  undertakes to pay to you all  reasonable  expenses for travel
      and maintenance  that may have been incurred by you in furtherance of your
      duties,  upon  production  of receipts or, at the sole  discretion  of the
      Company where these are unavailable,  following a detailed  explanation of
      such expenses.  At all times the most  reasonable  cost  effective  method
      should be used.

3.    Duties

3.1   You will  undertake  such  duties and powers  being  compatible  with your
      appointment as a non-executive  director of the Company in relation to the
      Company and any Group companies and their  respective  businesses,  as the
      Board may from time to time reasonably request,  including but not limited
      to attending  meetings of the Board, the Annual General Meeting,  meetings
      of committees to which you have been appointed and, if so requested by the
      Board,  attending  meetings  with third  parties.  You will be expected to
      attend all such meetings unless you are absent due to sickness or for some
      other valid reason that has been notified to the Board.

3.2   You will be expected to serve on one or more of the Board  committees  and
      such other offices in Group related  matters as the Board may require from
      time to time.

4.    Confidential Information

4.1   You  undertake to the Company that you shall not,  except as authorised or
      required by the Company or as  compelled  by law or  competent  regulatory
      authority,  reveal or use,  directly or indirectly,  and whether before or
      after the  termination  of this  appointment,  any of the trade secrets or
      confidential information concerning the organisation,  business, finances,
      transactions or affairs of the Company or any Group company which may come
      or has come to your knowledge  during the continuance of this  appointment
      and shall keep all such trade  secrets and  information  confidential  and
      shall  not  use or  attempt  to  use  any  such  secrets  or  confidential
      information in any manner which injures or causes loss or which may injure
      or cause loss,  whether directly or indirectly,  to the Company and/or any
      Group companies or to their  respective  businesses or may be likely to do
      so.

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5.    Termination

5.1   Your  appointment will terminate  automatically  with immediate effect and
      without  payment  of  compensation  upon  the  occurrence  of  any  of the
      following events:

      5.1.1 if you resign as a director of the Company for any reason;

      5.1.2 in the event that you are  removed as a director  of the  Company at
            any general  meeting of the  Company;

      5.1.3 if you shall be removed from office by notice in writing served upon
            you by all your  co-directors  or if your  office  shall be  vacated
            pursuant to any  provision  of the  Articles of  Association  of the
            Company from time to time (save that your office shall not be deemed
            to have been  vacated if you retire as a director by rotation at any
            Annual  General  Meeting  and are  re-elected  as a director at that
            meeting); or

      5.1.4 if you are not re-elected as a director when you submit yourself for
            re-election.

5.2   Your appointment may also be terminated by 90 days notice in writing given
      at any time either by you or the Company.

5.3   A termination  pursuant to Section 5.2 shall be without payment of damages
      or  compensation  (save that you shall be entitled to any accrued  fees or
      expenses under the terms of this letter of appointment to the date of such
      termination).

5.4   The Board reserves the right to terminate your  appointment with immediate
      effect without  payment of  compensation by written notice if you accept a
      position with or acquire interests in another company, without prior Board
      approval,  which in the Board's  reasonable opinion is likely to give rise
      to a material  conflict of interest in your  position as a director of the
      Company.  If any conflict with your duties as a director  does arise,  you
      should consult the Board immediately.

5.5   For the  avoidance  of doubt,  you  accept  and agree  that you are not an
      employee  of the  Company  and will have no claims  against the Company on
      termination of your appointment.

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6.    Company Property

      All confidential material and information and all other documents,  papers
      and property (on whatever media and wherever  located) which may have been
      made or  prepared  by you,  or at your  request  or have  come  into  your
      possession  or under your  control in the  course of your  appointment  or
      which  relate  in  any  way  to  the  Company,   the  business  (including
      prospective  business)  or  affairs  of the  Company  or of any  customer,
      supplier,  agent,  distributor or  sub-contractor  of the Company shall as
      between the Company and you be deemed to be the  property of the  Company.
      You shall deliver up all such documents and other property,  including all
      copies,   to  the  Company   immediately  upon  the  termination  of  your
      appointment or at any earlier time on demand.

7.    Other Appointments

      Subject to Section 5.4 above,  the Company agrees that you will be free to
      accept  other   appointments   and   directorships   provided   that  such
      appointments and directorships and any duties which you may be required to
      perform in respect of such  appointments or directorships are disclosed to
      the Board and the Board is of the reasonable opinion that they will not in
      any way conflict with the interests of the Company or of its  subsidiaries
      or their respective businesses.

8.    Warranties and Undertakings

      The Company

8.1   warrants to you that:

      8.1.1 as  at  the  date  of  this  letter  of  appointment   all  filings,
            notifications   and  returns  under  the  Companies   Acts  and  all
            applicable  fiscal and other laws and regulations  have been or will
            be duly made; and

      8.1.2 all necessary Board resolutions and formalities  required by law for
            your  appointment  and the entry of the Company  into this letter of
            appointment, have been or will be passed or otherwise complied with.

8.2   undertakes to you that:

      8.2.1 the appropriate  filings and  notifications  in connection with your
            appointment  will be  made  at the  Companies  Registry  within  the
            relevant time limits:

9.    Memorandum and Articles of Association

      A copy of the Company's Memorandum and Articles of Association is enclosed
      for your information.

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10.   Insurance

      The  Company  currently   maintains   directors  and  officers   liability
      insurance,  details of which are available upon request.  The Company will
      arrange for you to be included in such cover.

                           [Signature Page to Follow]

Please sign the  enclosed  duplicate of this letter and return it to the Company
to signify your acceptance of the terms set out above.

Signed by:


----------------------------------------------------
For and on behalf of Futuremedia PLC




I hereby agree to the terms set out above.


----------------------------------------------------
[Director]



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