Exhibit 4.5

                               Dated: 1 March 2005


                          RULES OF THE FUTUREMEDIA PLC
                       2005 UNAPPROVED SHARE OPTION SCHEME
                                FOR NEW EMPLOYEES

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                                    CONTENTS

Clause                                                              Page Number


1.       Interpretation........................................................1

2.       Purpose and Participation.............................................4

3.       Number of Shares Subject to Options...................................5

4.       Rights to Exercise Options............................................5

5.       Lapse of Options......................................................5

6.       Exercise of Options...................................................6

7.       Take-overs, Reconstructions and Amalgamations.........................7

8.       Exchange of Options...................................................8

9.       Winding-Up...........................................................10

10.      Adjustment of Options................................................10

11.      Expenses.............................................................10

12.      Administration.......................................................11

13.      General..............................................................11

14.      Modifications and Alterations to the Scheme..........................11

15.      Termination..........................................................12

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                          RULES OF THE FUTUREMEDIA PLC
                       2005 UNAPPROVED SHARE OPTION SCHEME
                                FOR NEW EMPLOYEES

1.    Interpretation

1.1   In this  Scheme  the words and  expressions  set out below  shall have the
      meanings specified against them unless otherwise specifically provided and
      any  reference to a provision of an Act of  Parliament  shall  include any
      modification, consolidation, re-enactment or extension of it:

      "Accounting Period"               means an accounting  reference period of
                                        the Company as defined by section 224 of
                                        the   Companies   Act   1985  or  a  new
                                        accounting   reference   period  of  the
                                        company as defined by section 225 of the
                                        Companies Act 1985;

      "Acquiring Company"               means a company which obtains control of
                                        the Company in accordance with Rule 8;

      the "Auditors"                    means the auditors for the time being of
                                        the  Company  or in the  event  of there
                                        being joint auditors such one of them as
                                        the Directors shall select;

      "Balance Option Certificate"      means  the  certificate   issued  to  an
                                        Option  Holder in  accordance  with Rule
                                        6.2;

      the "Company"                     means Futuremedia Public Limited Company
                                        (registered in England no. 1616681);

      "Control"                         bears   the   meaning   given   to  that
                                        expression  by section 187 of the Income
                                        and Corporation Taxes Act 1988;

      "Date of Adoption"                means the date of the  adoption  of this
                                        Scheme by the Company;

      "Date of Grant"                   means the date upon which the  Directors
                                        resolve to grant an Option in accordance
                                        with Rule 2.2;

      "Directors"                       means the  Directors  for the time being
                                        of the company or the Directors  present
                                        at  a  duly  convened   meeting  of  the
                                        Directors   or  of  a   duly   appointed
                                        committee  of the  Directors  at which a
                                        quorum is present;

                                       1
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      "Eligible Employee"               means  any  person  who,  at the Date of
                                        Grant, was not previously an employee or
                                        Director  of the  Company  (or,  in such
                                        case,  following  a bona fide  period of
                                        non-employment)   and  with  respect  to
                                        which any  grant  under  this  Scheme is
                                        made  as  an   inducement   material  to
                                        entering   into   Employment   with  the
                                        Company,  within  the  meaning of NASDAQ
                                        Marketplace Rule  4350(i)(1)(A)(iv)  (or
                                        any successor rules, as applicable);

      "Employment"                      means  employment by the Company  and/or
                                        any Subsidiary and/or for the purpose of
                                        Rule  8  any  Acquiring   Company  or  a
                                        company   under  the   Control   of  the
                                        Acquiring Company but for the purpose of
                                        this Scheme excludes  Employment  during
                                        any period of notice of dismissal;

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

      "Issue or Re-Organisation"        means  any  issue  of  shares  or  other
                                        securities  of the  Company  and/or  any
                                        consolidation    or    sub-division   or
                                        reduction   of  share   capital  of  the
                                        Company  and/or any other  variation  in
                                        the share  capital of the Company  which
                                        in the opinion of the Auditors justifies
                                        a  variation  in the  number  of  shares
                                        subject to an Option or the Option Price
                                        of that Option;

      "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 Directors or
                                        the Remuneration Committee;

                                       2
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      "Option"                          means a right  granted to subscribe  for
                                        Shares  pursuant to this Scheme which is
                                        for the time being subsisting;

      "Option Certificate"              means a certificate  issued to an Option
                                        Holder in accordance with Rule 2.4;

      "Option Holder"                   means a person holding an Option;

      "Option Price"                    means the subscription price for a Share
                                        comprised  in any Option  which shall be
                                        determined by the Directors and, subject
                                        to Rule 10,  shall be not less  than the
                                        higher of:

                                        (a) the nominal value of a Share; or

                                        (b) the Market Value of a Share;

      "Ordinary Share Capital"          has the same  meaning as in Section  832
                                        of the Income and Corporation  Taxes Act
                                        1988;

      "Publicly Traded"                 means that Shares are  regularly  traded
                                        in  a  public  market  or  a  recognised
                                        investment exchange,  or that a class of
                                        shares  is  required  to  be  registered
                                        under Section 12 of the Exchange Act, or
                                        that shares of that class have been sold
                                        within  the  preceding  12  months in an
                                        underwritten public offering;

      "Remuneration Committee"          means  a  committee   of  the  board  of
                                        directors of the Company  appointed  for
                                        (inter   alia)   the   purpose   of  the
                                        administration   of   the   Scheme   and
                                        comprised    solely   of   non-executive
                                        Directors;

      the "Scheme"                      means   the    Futuremedia    PLC   2005
                                        Unapproved  Share Option  Scheme for New
                                        Employees  established by these Rules in
                                        its present form or as from time to time
                                        amended   in    accordance    with   the
                                        provisions hereof;

                                       3
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      "Securities Act"                  means the United States  Securities  Act
                                        of 1933, as amended;

      "Shares"                          means  fully  paid  ordinary  shares  of
                                        1-1/9p   each  in  the  capital  of  the
                                        Company;

      "Subsidiary"                      means a company which is a subsidiary of
                                        the   Company   within  the  meaning  of
                                        section 736 of the Companies Act 1985.

1.2   In these Rules,  unless the context otherwise  requires words denoting the
      singular  number only shall include the plural  number and words  denoting
      the masculine gender shall include the feminine gender.

2.    Purpose and Participation

2.1   The Scheme is being established in accordance with Nasdaq Marketplace Rule
      4350(i)(1)(A)(iv)  for the  purpose of  granting  Options  exclusively  to
      persons not previously employees or directors of the Company (or following
      a bona  fide  period  of  non-employment)  as an  inducement  material  to
      entering  into  employment  with the Company,  and otherwise in accordance
      with the applicable Nasdaq rules.

2.2   The  Remuneration  Committee  shall in its absolute  discretion  determine
      which Eligible Employees shall be granted Options and the number of Shares
      which any Eligible Employee shall be granted Options upon.

2.3   The Directors  shall,  on such dates as they shall  determine,  grant such
      Options  to such  Eligible  Employees  as have been  selected  to  receive
      Options. No Eligible Employee shall be entitled as of right to participate
      in the Scheme.

2.4   The  Directors  shall  grant  Options  by  resolutions.  The  date of such
      resolution  shall be taken for all  purposes  of the Scheme as the Date of
      Grant in respect of the relevant Option unless otherwise determined by the
      Directors.  On the Date of Grant or as soon as practicable  thereafter the
      Directors   shall  issue  to  each  such   Eligible   Employee  an  Option
      Certificate.  No payment to the Company  shall be required on the grant of
      an Option.  The Option  Certificate shall be in such form as the Directors
      shall from time to time  determine  and shall specify the number of Shares
      comprised in the Option,  the Date of Grant, the Option Price, the date on
      which the Option will lapse and any exercise condition.

2.5   Any Eligible  Employee to whom an Option is granted may by notice given in
      writing  within  30 days  after  its Date of  Grant  renounce  his  rights
      thereto, in which event such Option shall be deemed for all purposes never
      to have been granted.

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2.6   Each Option  shall be personal to the Option  Holder to whom it is granted
      and other than a transfer to the Option Holder's personal  representatives
      on death shall not be  transferable,  assignable or chargeable.  Any other
      purported  transfer,  assignment,  charge,  disposal  or dealing  with the
      rights and  interests of the Option  Holder under this Scheme shall render
      the Option void.

3.    Number of Shares Subject to Options.

3.1   The number of Shares  that may be the  subject of awards  under the Scheme
      shall not exceed an aggregate of 1,200,000  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 Scheme.

4.    Rights to Exercise Options

4.1   In  recommending  the grant of Options,  the  Remuneration  Committee  may
      stipulate any  conditions  which shall apply to these Options and to their
      exercise, including, but not limited to:

      4.1.1 the date on which all or part of the Options all become exercisable;
            and

      4.1.2 the date on which an Option shall lapse,

      and the conditions stipulated by the Remuneration Committee shall apply to
      the Options granted in accordance with their recommendation.

4.2   Upon the death of an Option Holder any Option or Options held by him shall
      notwithstanding any exercise  conditions  specified at the date the Option
      is granted  become and shall  remain  capable of exercise by his  personal
      representative(s) but subject to the provisions of Rule 5.

5.    Lapse of Options

5.1   Insofar as it has not previously been exercised an Option shall lapse upon
      the earliest of the following:

      5.1.1 the date of lapse specified at the time that the Option is granted;

      5.1.2 the expiry of six months from the date of actual  termination of the
            Option Holder's  Employment (unless otherwise provided in the Option
            Certificate relating to the Option);

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      5.1.3 in the event of an Option Holder's death the expiry of twelve months
            from the date of the Option Holder's death; or

      5.1.4 the date on which an Option lapses pursuant to Rules 7 to 9.

6.    Exercise of Options

6.1   Options may be exercised in whole or in part.

6.2   In order to exercise an Option in whole or in part,  the Option Holder (or
      as the case may be, his  personal  representative(s))  must deliver to the
      Secretary  of the  Company a notice in  writing  specifying  the number of
      Shares in respect of which the Option is being  exercised  accompanied  by
      payment  in full for  those  Shares  in  respect  of which  the  Option is
      exercised.  Such notice shall take effect on the day it is  delivered  and
      such day shall constitute,  for all purposes, the date of exercise of such
      Option.  Such  notice  shall be given only in such form as the Company may
      from time to time prescribe.  In the event of an Option being exercised in
      part only, the balance of the Option not thereby  exercised shall continue
      to be  exercisable  in accordance  with Rule 4 and the  provisions of this
      Rule until such time as it shall lapse in accordance  with the  provisions
      of Rule 5 and the  Company  shall  issue to the  Option  Holder a  Balance
      Option  Certificate in respect of that part of his Option which the Option
      Holder had elected not to exercise.  A Balance  Option  Certificate  shall
      state the remaining number of Shares over which the Option remains capable
      of exercise and shall be in such form as the Directors  shall from time to
      time determine.  The Option  Certificate or any Balance Option Certificate
      previously  issued to the  Option  Holder  shall  also be lodged  with the
      Company on the exercise of any Option or any part thereof.

6.3   As soon as  practicable  and in any event not less than  thirty days after
      receipt  by the  Company of such  notice,  Option  Certificate  or Balance
      Option Certificate and payment,  the Shares in respect of which the Option
      has been exercised  shall be issued by the Company upon  definitive  Share
      Certificates.

6.4   If, under the terms of a resolution  passed or an announcement made by the
      Company  prior to the date of exercise  of an Option,  a dividend is to be
      paid or is proposed to be paid to the holders of Shares on the register of
      members in respect of a record  date prior to such date of  exercise,  the
      Shares to be allotted upon such exercise will not rank for such  dividend.
      Subject as aforesaid,  the Shares so to be allotted shall be identical and
      rank pari passu in all  respects  with the fully  paid  shares of the same
      class in issue on the date of such exercise.

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6.5   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 Scheme 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 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.

7.    Take-overs, Reconstructions and Amalgamations

7.1   Subject  to the  provisions  of  Rule  7.2,  if an  offer  is  made to all
      shareholders  to  acquire  the whole or a majority  of the issued  Shares,
      notice thereof shall be given by the Company to all Option Holders, and an
      Option  Holder  or (as the  case may be) his  personal  representatives(s)
      shall at any time  within six  months of the  offeror  (together  with any
      person  acting with him)  obtaining  Control of the Company be entitled to
      exercise  his  Option  in full  (whether  or not such  Option  would  have
      otherwise been fully vested at the time of such exercise but provided such
      exercise is before the expiry of the date upon which the Option  lapses in
      accordance  with  the  provisions  of  Rule  5).  All  Options   remaining
      unexercised at the expiry of the said period of six months shall lapse.

7.2   If,  during the period of six months  referred  to in Rule 7.1 the offeror
      becomes  entitled  to exercise  the rights of  compulsory  acquisition  of
      Shares  pursuant to  sections  428-430 of the  Companies  Act 1985 (or any
      statutory  modification  or  re-enactment  thereof)  and  gives  notice in
      writing to all Option  Holders of its intention to exercise such rights as
      regards  all  Shares  issued  pursuant  to  Options  exercised  prior to a
      specified  date (not being  earlier  than one month after the date of such
      notice),  Options shall remain  exercisable  in  accordance  with Rule 7.1
      until the specified  date subject  always to the  provisions of Rule 5 and
      subject to such  compulsory  rights of acquisition in fact being exercised
      in accordance with such notice.  Options shall lapse at the specified date
      to the extent that they have not then been exercised.

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<PAGE>

7.3   If under  section  425 of the  Companies  Act 1985 the Court  sanctions  a
      compromise  or  arrangement  proposed for the purpose of or in  connection
      with a scheme for the  reconstruction of the Company,  or its amalgamation
      with any other company or companies  notice  thereof shall be given by the
      Company to all Option Holders and an Option Holder or (as the case may be)
      his personal representative(s) shall at any time within six months of such
      compromise  or  arrangement  being  sanctioned by the Court be entitled to
      exercise  his  Option  in full  (whether  or not such  Option  would  have
      otherwise been fully vested at the time of such exercise but provided that
      it is before the date upon which the Option lapses in accordance  with the
      provisions of Rule 5). On expiry of the said period of six months  Options
      will lapse immediately.

8.    Exchange of Options

8.1   If an Acquiring Company:

      8.1.1 obtains Control of the Company as a result of making:

           8.1.1.1  a general  offer to acquire  the whole of the  issued  share
                    capital of the  Company  which is made on a  condition  such
                    that if it is  satisfied  the  person  making the offer will
                    have Control of the Company; or

            8.1.1.2 a general offer to acquire all the Shares; or

      8.1.2 obtains  Control of the  Company in  pursuance  of a  compromise  or
            arrangement  sanctioned  by  the  Court  under  section  425  of the
            Companies Act 1985; or

      8.1.3 becomes  bound or  entitled  to acquire the  Ordinary  Shares  under
            sections 428 to 430 of the Companies Act 1985

      any  Option  Holder  may at any time  within the  appropriate  period,  by
      agreement with the Acquiring  Company,  release each subsisting  Option he
      holds  which has not lapsed in  accordance  with any other  provisions  of
      these Rules ("the Old Option") in  consideration  of the grant to him of a
      new Option ("the New Option") which complies with Rule 8.3.

8.2   In Rule 8.1 above "the appropriate period" means:

      8.2.1 in a case  falling  within  sub-paragraph  8.1.1,  the period of six
            months  beginning with the time when the person making the offer has
            obtained  Control of the Company and any condition  subject to which
            the offer is made is satisfied;

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      8.2.2 in a case  falling  within  sub-paragraph  8.1.2,  the period of six
            months  beginning  with  the  time  when  the  court  sanctions  the
            compromise or arrangement; and

      8.2.3 in a case falling  within  sub-paragraph  8.1.3,  the period  during
            which the Acquiring  Company  remains bound or entitled as mentioned
            in that paragraph.

8.3   The New Option must:

      8.3.1 be over shares in the Acquiring  Company,  a company  having Control
            over the Acquiring Company or a Company which is or has Control of a
            Company  which  is  a  member  of a  consortium  owning  either  the
            Acquiring  Company  or a Company  having  Control  of the  Acquiring
            Company. Accordingly, with effect from the release of the Old Option
            and in  relation  to the  New  Option  in  Rules  4 to 12  inclusive
            references to "the Company"  (including  any such  references  which
            occur in  expressions  which are defined in Rule 1 and used in these
            Rules)  shall  be  construed  as if  they  were  references  to  the
            "Acquiring  Company" and  references in the Rules to "Shares"  (with
            the  exception  of Rule  2)  shall  be  construed  as if  they  were
            references  to shares in the  Acquiring  Company or, as the case may
            be, such other  company in respect of whose shares the New Option is
            granted;

      8.3.2 either  constitute the right to acquire such number of Shares as has
            on the acquisition of the new Option an aggregate market value equal
            to the  aggregate  market value of the Shares the subject of the Old
            Option  on  its  release   (market  value  for  this  purpose  being
            established  as provided in the definition of "Market Value" in Rule
            1.1 with substitution of a reference to "the date of acquisition and
            disposal" for the reference to "the three dealing days preceding the
            relevant Date of Grant");

      8.3.3 have an Option Price such that the aggregate Option Price payable on
            complete exercise equals the aggregate Option Price which would have
            been payable on complete exercise of the Old Option; and

      8.3.4 be otherwise identical in terms to the Old Option.

8.4   The New Option shall, for all other purposes of the Scheme,  be treated as
      having been  acquired at the same time as the Old Option in  consideration
      of the release of which it is granted.

8.5   Notwithstanding  any other provision of the Scheme,  the Directors may, at
      any time in their sole  discretion  and  without the consent of any Option
      Holder,  by  resolution  determine  that Options  granted under the Scheme
      shall be governed by the rules of another option scheme, in which case the
      Options shall thereafter be governed by the rules of such other scheme and
      the Scheme shall be deemed to be terminated; provided, however, that under
      no circumstances shall any actions pursuant to this Rule 8.5 result in any
      material  adverse  change in the  benefits to any Option  Holder under the
      Scheme or any Option.

                                       9
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9.    Winding-Up

9.1   If an  effective  resolution  of the  Company in general  meeting  for the
      voluntary  winding-up  of the Company is passed before the date upon which
      an Option lapses in accordance  with the  provisions of Rule 6 such Option
      shall thereupon become and shall remain capable of exercise for the period
      of twenty-eight  days after such resolution  becomes effective (at the end
      of which period all Options shall lapse  immediately),  provided that such
      Option is so exercised  before the date upon which it lapses in accordance
      with  the  provisions  of 5. If such  resolution  is duly  passed,  Option
      Holders who have  previously  exercised their Options (or who do so during
      the said  period of  twenty-eight  days)  having  duly  delivered  payment
      therefore and having delivered their Option  Certificate or Balance Option
      Certificate  shall be  entitled  to share in the assets of the Company but
      all other Options shall lapse.

9.2   An  Option  shall  lapse  immediately  in the event of the  Company  being
      wound-up otherwise than in the event of a voluntary winding-up.

10.   Adjustment of Options

10.1  Upon the occurrence of an Issue or Re-organisation, the maximum numbers of
      shares,  and/or the number or nominal  value of shares  comprised  in each
      Option and/or the Option Price  thereunder  may be adjusted in such manner
      as the Directors  (with the written  confirmation  of the Auditors that in
      their opinion the  adjustments  proposed are fair and reasonable) may deem
      appropriate.  Notice of any such adjustments  shall be given to the Option
      Holders  by the  Directors  who may at  their  discretion  call in  Option
      Certificates   or  Balance   Option   Certificates   for   endorsement  or
      replacement.

11.   Expenses

11.1  Any expenses of the Company involved in any issue of Shares in the name of
      any Option Holder or his personal representative(s) or nominee(s) shall be
      payable by the Company.

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<PAGE>

12.   Administration

12.1  Any  notification or other notice in writing which the Company is required
      to give, or may desire to give, to any Eligible  Employee or Option Holder
      (or his personal  representative(s))  in pursuance of this Scheme shall be
      sufficiently given if delivered to him by hand or sent through the post in
      prepaid cover addressed to the Eligible  Employee or Option Holder (or his
      personal  representative(s))  at the last address  known to the Company as
      being  his  address.  Any  certificate,  notification  or other  notice in
      writing  required  to be  given to the  Company  or the  Secretary  of the
      Company shall be properly  given if sent to or delivered to the Company at
      its registered office. Any notification, certificate or other notices sent
      by post shall be deemed  delivered on the second working day following the
      date of posting. All notices, documents, or certificates given by or to an
      Eligible  Employee or Option  holder (or his  personal  representative(s))
      shall be sent at his risk.

12.2  Option  Holders  (or their  personal  representative  (s)) shall have made
      available  to them copies of all notices and other  documents  sent by the
      Company to its holders of Shares generally.

13.   General

13.1  The Directors  shall at all times keep available for issue such authorised
      and unissued Shares as may be required to meet the subsisting subscription
      rights of Option Holders.

13.2  The decision of the  Directors in any dispute or question  relating to any
      Option shall be final and conclusive,  subject to the written confirmation
      of the Auditors whenever required under the provisions of this Scheme.

13.3  Participation  in this  Scheme  by an Option  Holder is a matter  entirely
      separate  from any pension right or  entitlement  he may have and from his
      terms or conditions of Employment and  participation  in this Scheme shall
      in no  respects  whatever  affect  in any way an Option  Holder's  pension
      rights or entitlement or terms or conditions of Employment.  In particular
      (but without  limiting the  generality of the foregoing  words) any Option
      Holder who leaves Employment shall not be entitled to any compensation for
      any loss of any right of benefit  or  prospective  right or benefit  under
      this  Scheme  which  he  might   otherwise   have  enjoyed   whether  such
      compensation is claimed by way of damages for wrongful dismissal or breach
      of  contract  or by way of  compensation  for loss of office or  otherwise
      howsoever.

14.   Modifications and Alterations to the Scheme

14.1  The Rules of this  Scheme may at any time and in any  respects be modified
      or altered by resolution of the Directors.

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<PAGE>

15.   Termination

15.1  The Company in general meeting or the Directors may at any time resolve to
      terminate  this Scheme in which event no further  Options shall be granted
      but the  provisions  of this  Scheme  shall in  relation  to Options  then
      subsisting continue in full force and effect.


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