Exhibit 15.3


                                 FUTUREMEDIA PLC

                         COMPENSATION COMMITTEE CHARTER

                             Adopted On May 19, 2005

I.    PURPOSE

1.1 The purpose of the Compensation  Committee (the  "Committee") of Futuremedia
PLC (the  "Company")  shall be to assist the Board of Directors in the discharge
of its  responsibilities  with respect to executive  compensation  in accordance
with the terms set forth herein.

1.2 The goals of the  Compensation  Committee  are to ensure that the  Company's
compensation programs:

      (a)   are fair and  appropriate  to enable the Company to attract,  retain
            and motivate superior individuals as executives and managers;

      (b)   are reasonable in view of the Company's overall economic situation;

      (c)   support and reinforce the Company's  long-term  strategic  goals and
            align the compensation of executives of the Company with stockholder
            interests; and

      (d)   comply with all applicable  laws and regulations  including  without
            limitation  the rules of the The Nasdaq  Stock  Market (the  "Nasdaq
            Rules").

II. COMPOSITION AND INDEPENDENCE

2.1 Number. The Committee shall consist of at least three directors. The members
of the  Committee  shall be appointed by resolution of the Board of Directors of
the Company (the "Board"),  and each member of the Committee  shall serve at the
discretion of the Board.

2.2  Qualifications.  All directors on the  Committee  shall satisfy the general
requirements of the Nasdaq Rules for "independent" directors.

III. FUNCTIONS AND AUTHORITY

3.1 General  Limitation.  The operation of the Committee  will be subject to the
provisions of the Company's  Articles of Association,  as in effect from time to
time, and to the applicable provisions of English law.

3.2  General  Responsibilities.  The  Committee  will  have the full  power  and
authority to carry on the following responsibilities shall:

      (a)   periodically  review and approve the  Company's  overall  philosophy
            regarding executive compensation;

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      (b)   review and approve compensation of Senior Officers of the Company as
            more fully described in Section 3.3 hereof;

      (c)   propose,  or review  and make  recommendations  of  management  with
            respect to, and adopt or amend executive compensation plans, subject
            to the approval of stockholders to the extent required by law or the
            listing  requirements  of any  market  on which its  securities  are
            traded;

(d)           administer the Company's  equity-based  compensation plans as more
      fully described in Section 3.4 hereof;

      (e)   annually issue a report on executive compensation in accordance with
            the applicable provisions of English law;

      (f)   recommend compensation for the Company's Board of Directors and each
            committee  thereof  for  review  and  approval  by the full Board of
            Directors; and

      (g)   provide   continuous   oversight   over  all  matters  of  executive
            compensation.

3.3 Compensation of Senior Officers.

      (a)   The Committee shall:

            (i)   evaluate the  performance of the Chief  Executive  Officer and
                  other Senior Officers;

            (ii)  receive  and  review   evaluations  by  the  Company's   Chief
                  Executive Officer of the other Senior Officers; and

            (iii) receive and review the  recommendations of the Chief Executive
                  Officer for the compensation of the other Senior Officers.

      (b)   The Committee shall review and approve the compensation of the Chief
            Executive Office and each other Senior Officer, including:

            (i)   the annual base salary level;

            (ii)  bonus and other annual incentives;

            (iii) any  grants of  equity  compensation  or any  other  long-term
                  incentives;

            (iv)  employment agreements,  severance arrangements,  and change in
                  control  provisions/agreements,  in each  case  to the  extent
                  applicable;

            (v)   any   arrangements   between   the  Senior   Officer  and  any
                  subsidiary,  affiliate or special  purpose  entity which might
                  provide to the Senior Officer any economic benefit; and

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            (vi)  any other perquisites or supplemental benefits.

      (c)   For purposes of this Charter, the term Senior Officer shall mean the
            Chief  Executive  Officer and each other  individual who is a direct
            report to the Chief Executive  Officer and has an annual base salary
            of (pound)50,000 or more.

3.4 Equity Compensation Plans.

      (a)   The  Committee   shall   administer   the   Company's   equity-based
            compensation plans,  including without limitation stock restriction,
            stock option,  stock bonus plans.  Subject to the express provisions
            of any particular plan, this shall include determining the rules and
            regulations  related  to  the  plan,   determining   eligibility  to
            participate,  establishing  guidelines  for  the  grant  of  awards,
            granting of awards,  modifying or  canceling  existing  grants,  and
            establishing the terms, conditions,  limitations and restrictions of
            awards.

      (b)   The Committee  may delegate  authority to one or more of its members
            as a subcommittee,  or to the Company's Chief Executive Officer,  to
            grant equity  awards to persons  other than Senior  Officers  within
            such  general  parameters  as may be  established  under any  equity
            compensation plan or by resolution of the Committee.

3.5 Other.

      (a)   The Committee  shall have the  authority to hire at Company  expense
            independent  compensation  consultants  to advise it with respect to
            matters related to executive compensation.

      (b)   The Committee  shall,  at such times as it  determines  appropriate,
            review market data from third party consultants,  trade associations
            and  others to assess the  Company's  competitive  position  for the
            various  components  of  compensation  (base  compensation,   annual
            incentives, long term incentives).

IV. ADMINISTRATION

4.1 The  Committee's  chairperson  shall  be  designated  by the  full  Board of
Directors  or,  if it  does  not do so,  the  Committee  members  shall  elect a
chairperson by vote of a majority of the full Committee.

4.2 The  Committee  will hold  meetings  whenever and for whatever  purposes the
Committee  deems  appropriate.  The  Committee  may meet by  telephone  or video
conference and may take action by written consent.  A majority of the members of
the Committee shall  constitute a quorum.  The Committee shall meet in executive
session when appropriate (such as when considering the executive compensation of
the Chief Executive Officer).

4.3  Minutes of each  Committee  meeting  will be kept and  distributed  to each
member  of the  Committee,  members  of the  Board  who are not  members  of the
Committee  and the Secretary of the Company.  The  Committee  will report to the
Board whenever so requested by the Board.

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4.4 The  Committee  shall  annually  review and assess  the  performance  of the
Committee and, if appropriate, make recommendations to the Board for any changes
in its role or this Charter.



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