Exhibit 15.2                                                       22 June 2005


                                 FUTUREMEDIA PLC

                             AUDIT COMMITTEE CHARTER

I.    PURPOSE

      The primary  functions of the Audit  Committee  (the  "Committee")  are to
assist  the  Board  of  Directors  in  monitoring  (i) the  Company's  financial
reporting  process,  accounting  functions  and  internal  controls and (ii) the
qualifications,   independence,   appointment,   retention,   compensation   and
performance of the Company's registered public accounting firm.

      The term "registered  public accounting firm" as used herein (i) initially
shall mean the independent accounting firm serving as the Company's auditors and
(ii)  after the  applicable  mandatory  date for  registration  with the  Public
Company Accounting Oversight Board (the "Accounting Board") under Section 102 of
the Sarbanes-Oxley Act of 2002, shall mean the public accounting firm registered
with the Accounting Board which performs the auditing function for the Company.

      Although the  Committee has the powers and  responsibilities  set forth in
this Charter, the role of the Committee is oversight.  It is not the duty of the
Committee  to  conduct  audits  or to  determine  that the  Company's  financial
statements and  disclosures are complete and accurate and are in accordance with
generally accepted  accounting  principles and applicable rules and regulations.
These are the  responsibilities of Company  management,  and subject to audit by
the Company's registered public accounting firm.

II.   COMPOSITION AND INDEPENDENCE

      The Committee shall consist of three or more directors of the Company. The
members on the Committee  shall meet the  independence  and other  qualification
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  the rules and  regulations  thereunder and the  applicable  rules of the
stock  exchange or stock market on which the Company's  securities are traded or
quoted,  subject to any  permitted  exceptions  thereunder.  At least one of the
Committee members must satisfy the financial sophistication  requirements of the
Nasdaq listing standards, and the Committee shall use diligent efforts to assure
that at least one member qualifies as an "audit committee  financial expert", as
defined by rules of the Securities and Exchange Commission ("SEC").

      Committee  members,  including  the  chairperson,  shall be elected by the
Board at the annual meeting of the Board of Directors on the recommendation of a
majority of the  independent  directors  (and/or  otherwise in  accordance  with
applicable  SEC and Nasdaq  rules).  Members shall serve until their  successors
shall be duly elected and qualified.

III.  MEETINGS AND PROCEDURES

      The Audit  Committee  shall  meet at least  six  times  per year,  or more
frequently as circumstances  require.  The Committee may request that members of
management,  representatives of the registered public accounting firm and others
attend meetings and provide  pertinent  information,  as necessary.  In order to
foster open  communications,  the Committee shall meet at such times as it deems
appropriate or as otherwise  required by applicable law, rules or regulations in
separate  executive  sessions to discuss any matters that the Committee believes
should be discussed privately.(1)

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(1) Nasdaq Rule 4350(c) requires regularly  scheduled  executive sessions of the
independent  directors,  recommended  to be at least twice per year, and perhaps
more frequently, in conjunction with regularly scheduled board meetings.

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      Committee  meetings  will be governed  by the quorum and other  procedures
generally  applicable  to  meetings of the Board  under the  Company's  By-laws,
unless otherwise stated by resolution of the Board of Directors.

IV.   RESPONSIBILITIES AND DUTIES

      A.    General Matters

      1.    The  Committee,  in its  capacity  as a  committee  of the  Board of
            Directors,  shall  be  directly  responsible  for  the  appointment,
            compensation, retention (including termination) and oversight of the
            work of the registered public accounting firm (including  resolution
            of  disagreements  between  management  and  the  registered  public
            accounting  firm  regarding  financial  reporting)  engaged  for the
            purpose of preparing  or issuing its audit  report or related  work.
            The registered  public  accounting firm shall report directly to and
            be accountable to the Committee.(2)

      2.    To the extent required by applicable law, rules and regulations, the
            Committee  shall  pre-approve  all auditing  services and  non-audit
            services  (including  the fees and terms  thereof)  permitted  to be
            provided  by  the  Company's   registered   public  accounting  firm
            contemporaneously  with the  audit,  subject  to  certain de minimus
            exceptions  for permitted  non-audit  services  described in Section
            10A(i)(1)(B)  of the  Exchange  Act,  which shall be approved by the
            Committee prior to the completion of the audit.(3)

      3.    The Committee shall have the authority to engage independent counsel
            and other  advisers,  as it  determines  necessary  to carry out its
            duties.   The  Committee  shall  determine  the  extent  of  funding
            necessary for payment of (i)  compensation to the registered  public
            accounting  firm for the  purpose of  preparing  or issuing an audit
            report or performing other audit,  review or attest services for the
            Company,  (ii)  compensation  to any  independent  counsel and other
            advisers  retained  to advise  the  Committee,  and  (iii)  ordinary
            administrative  expenses  of the  Committee  that are  necessary  or
            appropriate in carrying out its duties.(4)

      4.    The  Committee  may  form  subcommittees  consisting  of one or more
            members and  delegate  to such  subcommittees  authority  to perform
            specific  functions,  including without  limitation  pre-approval of
            audit and non-audit services,  to the extent permitted by applicable
            law, rules and regulations.

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(2) Section 301 of  Sarbanes-Oxley,  Rule  10A-3(b)(2)  of the  Exchange Act and
Nasdaq Rule 4350(d).
(3)  Sections  10A(h) and (i) of the Exchange Act (added by Sections 201 and 202
of  Sarbanes-Oxley)  require  preapproval  with respect to services  provided by
registered public  accounting firms to its audit clients.  The registered public
accounting firm may not provide the following  services  contemporaneously  with
the audit: (1) bookkeeping or other services relating to the accounting  records
or financial statements of the issuer; (2) financial  information systems design
and implementation;  (3) appraisal or valuation  services,  fairness opinions or
contribution  in-kind  reports;  (4)  actuarial  services;  (5)  internal  audit
outsourcing services; (6) management functions or human resources; (7) broker or
dealer,  investment adviser or investment  banking services;  (8) legal services
and expert  services  related to the audit;  and (9) any other  service that the
Accounting  Board  determines is  impermissible.  See Section 10A(g).  All other
non-audit services,  including tax services, may be performed if pre-approved in
advance. The pre-approval requirement is waived for permitted non-audit services
if: (1) the  aggregate  amount of all such  non-audit  services  provided to the
issuer  is not  more  than  5% of the  total  amount  of  revenues  paid  to the
registered  public accounting firm by the issuer during the fiscal year in which
the non-audit  services are provided;  (2) such services were not  recognized by
the issuer at the time of  engagement  to be  non-audit  services;  and (3) such
services are promptly  brought to the attention of the Committee and approved by
the completion of the audit. .
(4) Section 301 of  Sarbanes-Oxley,  Rules  10A-3(b)(4)  and  10A-3(b)(5) of the
Exchange Act and Nasdaq Rule 4350(d).

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      B.    Oversight of the Company's Relationship with the Auditors

            With respect to any registered  public accounting firm that proposes
      to perform audit services for the Company, the Committee shall:

      1.    On an  annual  basis,  review  and  discuss  all  relationships  the
            registered  public  accounting firm has with the Company in order to
            consider  and  evaluate  the  registered  public  accounting  firm's
            continued   independence.   In   connection   with  its  review  and
            discussions,  the Committee  shall:  (i) ensure that the  registered
            public  accounting  firm submits to the  Committee a formal  written
            statement   (consistent  with  the  Accounting  Board   independence
            standards  as then in  effect)  delineating  all  relationships  and
            services that may impact the  objectivity  and  independence  of the
            registered  public accounting firm; (ii) discuss with the registered
            public accounting firm any disclosed relationship,  services or fees
            (audit and non-audit  related) that may impact the  objectivity  and
            independence of the registered  public accounting firm; (iii) review
            the registered public accounting firm's statement of the fees billed
            for audit and non-audit  related  services,  which  statement  shall
            specifically  identify  those fees  required to be  disclosed in the
            Company's annual proxy statement;  and (iv) satisfy itself as to the
            registered public accounting firm's independence.

      2.    Ensure the rotation of the lead (or coordinating)  audit partner and
            other  significant  audit  partners as required by  applicable  law,
            rules and regulations.(5)

      3.    On an annual basis,  confirm that the registered  public  accounting
            firm is not  disqualified  from performing any audit service for the
            Company  by  virtue  of the  fact  that any of the  Company's  chief
            executive  officer,  chief  financial  officer,   controller,  chief
            accounting  officer (or a person serving in an equivalent  position)
            was  employed  by  that  registered   public   accounting  firm  and
            participated  in any capacity in the audit of the Company during the
            one-year period preceding the date of the initiation of the audit of
            the current year's financial statements.(6)

      4.    Establish with the registered  public accounting firm, the scope and
            plan of the work to be performed by the registered public accounting
            firm as part of the audit for the fiscal year.

      C.    Financial Statements and Disclosure Matters

            With  respect  to  the  Company's  financial  statements  and  other
     disclosure matters, the Committee shall:

      1.    Review  and  discuss  with  management  and  the  registered  public
            accounting firm the Company's quarterly financial statements.

      2.    Review  and  discuss  with  management  and  the  registered  public
            accounting firm, the Company's annual audited  financial  statements
            and the report of the registered public accounting firm thereon.

      3.    Review and discuss with management the policies and practices of the
            Company with respect to (i) the use of non-GAAP  financial  measures
            (as defined in SEC rules)  included in any periodic or other reports
            filed with the SEC, (ii) the use of non-GAAP  financial  measures in
            any  public  release  of  material  information,  whether  by  press
            release,  analysts' call or otherwise,  and (iii) the reconciliation
            of non-GAAP  financial  measures with the most  directly  comparable
            GAAP financial  measures and other disclosures  relating to non-GAAP
            financial measures required under SEC rules.(7)

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(5) Section 203 of  Sarbanes-Oxley,  Section 10A(j) of the Exchange Act and Item
2-01(c) of Reg. S-X.
(6) Section 206 of  Sarbanes-Oxley,  Section 10A(l) of the Exchange Act and Item
2-01(c) of Reg. S-X.

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4.    Review and discuss all material correcting  adjustments  identified by the
      registered  public  accounting firm in accordance with generally  accepted
      accounting principles and SEC rules and regulations which are reflected in
      each annual (and quarterly report, as applicable) that contains  financial
      statements,  and that are required to be prepared in  accordance  with (or
      reconciled  to) generally  accepted  accounting  principles  under Section
      13(a) of the Exchange Act and filed with the SEC.(8)

5.    Review  and  discuss  all   material   off-balance   sheet   transactions,
      arrangements,  obligations  (including  contingent  obligations) and other
      relationships  of  the  Company  with  unconsolidated  entities  or  other
      persons,  that have or are  reasonably  likely to have a current or future
      effect  on  financial   condition,   revenues  or  expenses,   results  of
      operations,  liquidity, capital expenditures,  or capital resources, which
      are required to be disclosed in response to Item 5 of Form 20-F(9)

6.    Discuss  with  management  and  the  registered   public  accounting  firm
      significant  financial  reporting  issues and judgments made in connection
      with the preparation of the Company's financial statements,  including any
      judgments  about the quality,  appropriateness  and  acceptability  of the
      Company's  accounting  principles,  significant  changes in the  Company's
      selection  or   application   of  accounting   principles  and  any  other
      significant changes to the Company's  accounting  principles and financial
      disclosure   practices  which  are  suggested  by  the  registered  public
      accounting firm or management [or the Corporate Audit Department].

7.    Review with  management,  the  registered  public  accounting  firm,  [the
      Corporate Audit Department] and the Company's counsel, as appropriate, any
      legal,  regulatory  or  compliance  matters that could have a  significant
      impact  on  the  Company's  financial  statements,  including  significant
      changes in accounting  standards or rules as  promulgated by the Financial
      Accounting  Standards Board, the SEC or other regulatory  authorities with
      relevant jurisdiction.

8.    The review and discussions  hereunder with respect to audits  performed by
      the registered  public  accounting firm shall include the matters required
      to be discussed by the Accounting Board auditing standards then in effect.
      These matters would include the auditor's  responsibility  under generally
      accepted  auditing  standards,   the  Company's   significant   accounting
      policies,  management's  judgments and accounting  estimates,  significant
      audit  adjustments,   the  auditor's  responsibility  for  information  in
      documents   containing   audited  financial   statements   (e.g.,   MD&A),
      disagreements  with  management,  consultation  by  management  with other
      accountants,  major issues discussed with management prior to retention of
      the auditor and any  difficulties  encountered  in the course of the audit
      work.

9.    Receive and review all other reports required under the Exchange Act to be
      provided  to  the  Committee  by the  registered  public  accounting  firm
      including, without limitation, reports on (i) critical accounting policies
      and  practices  used by the Company,  (ii) all  alternative  treatments of
      financial information within generally accepted accounting principles that
      have been  discussed  with  management,  ramifications  of the use of such
      alternative disclosures and treatments, and the treatment preferred by the
      registered  public  accounting  firm, and (iii) all other material written
      communications   between  the  registered   public   accounting  firm  and
      management,  such as any  management  letter  or  schedule  of  unadjusted
      differences.(10)
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(7) Section 401 of Sarbanes-Oxley and Regulation G.
(8)Section 401 of Sarbanes-Oxley (Section 13(i) of the Exchange Act).
(9) Section 401 of Sarbanes-Oxley and Item 5 of Form 20-F.

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10.   Following  completion  of its  review  of  the  annual  audited  financial
      statements,  recommend to the Board of Directors, if appropriate, that the
      Company's  annual  audited  financial  statements  and the  report  of the
      registered  public  accounting  firm thereon be included in the  Company's
      annual report on Form 20-F filed with the SEC

11.   Prepare any  Committee  reports  required by  applicable  laws,  rules and
      regulations

D.    Internal Audit Function, Disclosure Controls and Internal Controls

      With respect to the Company's internal audit function, disclosure controls
and internal controls and procedures for financial reporting:

1.    In consultation with management and the registered public accounting firm,
      (i) review and assess the adequacy of the Company's  internal controls and
      procedures for financial  reporting and the procedures  designed to ensure
      compliance  with applicable  laws,  rules and regulations and (ii) discuss
      the  responsibilities,  budget and staffing  needs in connection  with the
      Company's internal audit-related functions.

2.    If and when applicable,  review  management's  report on internal controls
      and procedures for financial reporting purposes required to be included in
      the Company's Annual Report of Form 20-F.(11)

3.    If and when applicable,  review the registered  public  accounting  firm's
      attestation to  management's  report included in the Annual Report on Form
      20-F  evaluating  the  Company's  internal  controls  and  procedures  for
      financial reporting.(12)

4.    Review and discuss any  disclosures  made by the  Company's CEO and CFO to
      the  Committee  (as a  result  of their  evaluation  as of the end of each
      fiscal quarter of the Company's  effectiveness of the disclosure  controls
      and  procedures  and its internal  controls and  procedures  for financial
      reporting)  related to (i) any  significant  deficiencies in the design or
      operation  of  internal  controls  and  any  material  weaknesses  in  the
      Company's internal controls,  and (ii) any fraud, whether or not material,
      involving management or other employees who have a significant role in the
      Company's internal controls and procedures for financial reporting.(13)

5.    Establish  and  review  procedures  within  the time  period  required  by
      applicable law, rules and  regulations for (i) the receipt,  retention and
      treatment  of  complaints  received by the Company  regarding  accounting,
      internal   accounting   controls  or  auditing   matters,   and  (ii)  the
      confidential, anonymous submission by employees of the Company of concerns
      regarding questionable accounting or auditing matters.(14)

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(10) Section 204 of Sarbanes-Oxley (Section 10A(k) of the Exchange Act) and Item
2-07 of Reg. S-X.
(11) For fiscal years ending after July 15, 2005,  Item 15 of Form 20-F requires
inclusion  of  management's   internal  control  report,   stating  management's
responsibilities for establishing and maintaining adequate internal control over
financial reporting.
(12) For fiscal years ending after July 15, 2005, Item 15 of Form 20-F inclusion
in the  annual  report to the SEC (Form  10-K,  etc.) of the  registered  public
accounting  firm's report on  management's  assessment of internal  control over
financial reporting.
(13) Rule 13a-14 of the Exchange  Act  requires  that the CEO and CFO certify in
each 20-F that they have disclosed such information to the Company's  registered
public accounting firm and the Audit Committee.

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      E.    Other Miscellaneous Matters



            The Committee shall also have responsibility to:

1.    Review  and  approve  all  related-party  transactions,  unless  otherwise
      delegated to another committee of the Board of Directors consisting solely
      of independent directors.(15)

2.    If required by applicable  law, rules or  regulations,  review and approve
      (i) the  adoption  of and any  change or waiver in the  Company's  code of
      business  conduct  and ethics for  directors,  senior  financial  officers
      (including  the  principal  executive  officer,  the  principal  financial
      officer,  principal accounting officer,  controller, or persons performing
      similar  functions)  or  employees,  and (ii) any  disclosure  made in the
      manner  permitted by SEC rules which is required to be made regarding such
      change or waiver,  unless these duties are otherwise  delegated to another
      committee  of the Board of  Directors  consisting  solely  of  independent
      directors.(16)

3.    Review and discuss with  management and the registered  public  accounting
      firm the Company's major financial risk exposures and the steps management
      has taken to monitor and control such  exposures  (including  management's
      risk assessment and risk management policies).

4.    Review with  management  and the  registered  public  accounting  firm the
      sufficiency in number and the quality of [the Corporate  Audit  Department
      staff and other] financial and accounting personnel of the Company.

5.    Review and reassess the adequacy of this Charter annually and recommend to
      the Board any changes or amendments the Committee deems appropriate.

6.    Perform any other activities  consistent with this Charter,  the Company's
      By-laws and governing law as the Committee or the Board deems necessary or
      appropriate.

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(14) Section 301 of Sarbanes-Oxley, Rule 10A(b)(3) and Nasdaq Rule 4350(d).
(15) Nasdaq Rule 4350(h).
(16)  Section  406 of  Sarbanes-Oxley,  Item 16B of Form  20-F and  Nasdaq  Rule
4350(m)  require  waivers to the code of ethics to be approved  by the  issuer's
board.


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