Exhibit 4.22

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                               (1) FUTUREMEDIA PLC

                                     - and -

                              (2) LEONARD M FERTIG


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                                SERVICE AGREEMENT

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THIS AGREEMENT is made on 14 February 2005 BETWEEN:

(1)   FUTUREMEDIA PLC,  incorporated in England and Wales with registered number
      1616681 and whose registered office is situate at Nile House, Nile Street,
      Brighton BN1 1HW (the "Company");

(2)   LEONARD M FERTIG of 56 Elm Park Road, London SW3 6AU ("Executive").

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

      1.1   In this  agreement and the schedules to this agreement the following
            words shall have the meanings ascribed below:

            "Appointment"  means the employment of the Executive under the terms
            of this Agreement;

            "Associated  Company"  means in  relation  to a  company  any  other
            company  in  which  the  company  or any  Holding  Company  of it is
            directly or  indirectly  beneficially  interested  in 20% or more of
            that other company's issued ordinary share capital;

            "Board" or "Board of  Directors"  means  board of  directors  of the
            Company from time to time;

            "Business" means providing  e-learning  solutions to both the public
            and private sector and any other business  carried on by the Company
            and any Group company from time to time;

            "Group" means the Company and all  companies  which are for the time
            being  either a Holding  Company of the Company or a  Subsidiary  or
            Associated  Company  of  either  the  Company  or any  such  Holding
            Company;

            "Base Salary" means the salary  payable to the Executive  under this
            Agreement from time to time;

            "Subsidiary  Company" and "Holding  Company" shall have the meanings
            ascribed to them by the Companies Act 1985.

      1.2   A clause or schedule is a reference  to a clause or schedule to this
            agreement.

2.    APPOINTMENT

      2.1   The Company shall employ the  Executive  and the Executive  shall be
            employed by the Company in the capacity of Chief  Executive  Officer
            or in such other  capacity as the Company  and the  Executive  shall
            agree from time to time (the "Appointment").

3.    TERM

      3.1   The  Appointment  under this Agreement  shall commence on 24 January
            2005 (the  "Commencement  Date") and,  unless earlier  terminated in
            accordance  with the terms of this  agreement,  shall be for a fixed
            term of one year ("Term")  expiring on the first anniversary of this
            Agreement  ("Term  Date").  Except as  otherwise  provided in clause
            13.1,  either party may terminate this agreement by giving the other
            party at least six months' notice.

      3.2   If either  party  desires  to extend the  agreement  beyond the Term
            Date,  such party shall give  written  notice to the other party not
            less than 3 months  prior to the Term Date and,  if the other  party
            agrees, Executive and the Company shall negotiate a new agreement in
            good faith.

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      3.3   The  Executive's  continuous  period of employment will begin on the
            Commencement Date.

4.    DUTIES

      4.1   During the Appointment  the Executive shall be responsible  directly
            to the Board and shall  perform such duties and exercise such powers
            and functions as may from time to time be reasonably  assigned to or
            vested in him by the  Board  consistent  with the usual  duties of a
            Chief  Executive  Officer (or such other capacity as the Company and
            the Executive  shall agree from time to time).  The Executive  shall
            unless  prevented  by ill health,  devote the whole of his  business
            time and attention  (subject to clause 4.2.3 below),  endeavours and
            abilities  to promoting  the  interests of the Company and shall not
            engage in any  activity  which may be or may  become  harmful  to or
            contrary  to the  interests  of the  Company.  The  Executive  shall
            promote  the  interests  of the  Company  and shall obey all and any
            lawful and reasonable directions of the Board.

      4.2   During the  Appointment  the Executive shall not without the written
            consent of the Board (such consent not to be unreasonably withheld):

            4.2.1 be engaged or interested  either directly or indirectly in any
                  capacity in any trade business or occupation  whatsoever other
                  than the  Business of the Company or the Group  provided  that
                  the Executive shall not be prohibited from (a) holding whether
                  directly or  indirectly up to 3% of the shares or stock of any
                  class of any company listed on a recognised  stock exchange or
                  the  Alternative   Investment  Market  or  (b)  serving  in  a
                  non-executive  capacity  on the board of  directors  of one or
                  more other  companies  (provided  that such  activity does not
                  interfere with the performance of the Executive's  obligations
                  under this Agreement); or

            4.2.2 pledge the credit of the  Company or any Group  company  other
                  than in the day to day  running of the  Business or enter into
                  any  contracts  or  obligations  involving  the Company or any
                  Group company in major or substantial commitments.

            4.2.3 Notwithstanding  the foregoing,  the Executive may continue to
                  provide  services to existing  clients of The Acorn Consulting
                  Group Inc., of which the  Executive is  President,  so long as
                  such activities do not interfere with the Executive's  ability
                  to devote the whole of his business  time and attention to the
                  performance of his duties pursuant to this agreement.

      4.3   The  Executive  shall,  during  the  Appointment,  comply  with  the
            Company's/Group's guidelines in dealings in securities, the rules of
            any Model Code for  transactions  in  securities  applicable  to the
            Company or the Group as a result of listing on any recognised  stock
            exchange  from  time  to  time  and  any  other  applicable  law  or
            regulations  applying  to  dealings  in shares of the Company or any
            Group Company.

      4.4   During the  Appointment  the Company shall not be obliged to provide
            the Executive with work. The Company shall be entitled,  at any time
            during which the Executive is absent due to incapacity or suspension
            or during  all or any part of any  period of time  constituting  the
            notice period with respect to a termination of the  Appointment,  to
            appoint  another  person to act jointly  with the  Executive  in any
            capacity in which the Executive may be employed.

      4.5   The  Company  may  at  any  time  suspend  the  Executive  from  the
            performance  of all or some of his  duties,  exclude  him  from  any
            premises of the Company,  exclude him from  contact with  customers,
            suppliers or employees  upon written  notice to the  Executive  (the
            "Suspension  Notice") and may not give any reason for so doing, such
            suspension  or exclusion  being limited to all or part of any period
            of notice given by either party to terminate  the  Appointment.  The
            Executive's  salary and benefits will continue to be payable  during
            such  suspension or exclusion  until the expiration of the period of
            notice given by either party to terminate  the  Appointment.  Except
            for the  requirement  to work, the  Executive's  express and implied
            duties  owed to the  Company  (whether  in this  agreement  or under
            common law or otherwise)  shall  continue  during any such period of
            suspension  or exclusion  on the basis as they  applied  immediately
            prior to the suspension or exclusion including,  without limitation,
            clause 4.2.1 above,  provided  that for purposes of the  restrictive
            covenants  set forth in Schedule 2, the date of  termination  of the
            Appointment shall be deemed to be the date of the Suspension Notice.

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      4.6   The Executive  hereby  warrants to the Company that by entering into
            this Agreement and  performing the duties  hereunder he shall not be
            in breach of any express or implied  terms of any other  contract or
            obligation binding on him.

5.    PLACE AND HOURS OF WORK

      5.1   The  Executive  shall  normally  work at Nile  House,  Nile  Street,
            Brighton,  East  Sussex  BN1  1HW or any  such  other  place  within
            Brighton or London as the Company  shall  require from time to time,
            or any other  location  throughout  the world as the Company and the
            Executive shall mutually  agree,  and shall travel as may reasonably
            be  required  for the proper  performance  of his duties  under this
            Agreement.

      5.2   The Executive  shall work during  customary  business  hours (9am to
            6pm) each week day,  excluding  public and bank  holidays,  together
            with such additional hours on any day as may be necessary to perform
            his duties.  Any such additional  hours shall be unmeasured  working
            time  and  Executive   shall  not  be  entitled  to  any  additional
            remuneration in respect thereof.

      5.3   It is agreed  that the average  maximum  weekly  working  time of 48
            hours in Regulation 4 (1) of the Working Time Regulations 1998 shall
            not apply to the  Executive  nor will  Regulation 6  (nightworking),
            Regulation  10  (daily  rest),  Regulation  11  (weekly  rest),  and
            Regulation 12 (rest breaks)  apply to the  Executive.  The Executive
            may at any time  terminate  the opt out  agreement in this clause by
            giving the Company  three months  notice in writing of his wish that
            Regulation 4 (1) should apply to him.

6.    REMUNERATION AND EXPENSES

      6.1   During the Appointment:

            6.1.1 The Company  shall pay to the  Executive a salary at a rate of
                  GBP150,000 ("Base Salary") per annum accruing on a daily basis
                  and  payable  in arrears by equal  monthly  instalments  which
                  shall be  inclusive of any fees and/or  remuneration  to which
                  the Executive may be entitled as a Director of the Company;

            6.1.2 The Executive  shall be entitled to a bonus at the  discretion
                  of the Board.

            6.1.3 The Executive shall be entitled to a one-time signing bonus of
                  GBP10,000  payable  within  thirty days of  execution  of this
                  agreement; and

            6.1.4 The  Executive  shall be awarded  options to purchase  500,000
                  shares in the  capital of the Company on such terms as set out
                  in Schedule 3.

      6.2   The Company shall  reimburse the  Executive for all  reasonable  and
            authorised out of pocket  expenses,  including  hotel and travelling
            expenses  and  Transition  Expenses (as defined  below),  wholly and
            exclusively incurred by the Executive in the discharge of his duties
            subject to the  production  of  appropriate  receipts or vouchers or
            such other evidence as the Company may  reasonably  require as proof
            of such expenses. "Transition Expenses" shall include all reasonable
            expenses,  including  hotel and  travelling  expenses from London to
            Brighton,  incurred  by  Executive  for a period of three  months in
            advance  of his  relocation  from  London  to  Brighton  as  well as
            expenses incurred as a result of such relocation up to GBP5,000.

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7.    INSURANCE BENEFITS AND PENSION

      7.1   From the Commencement  Date,  Executive will immediately be enrolled
            in the  Company's  Group Life Plan,  Private  Healthcare  Plan Group
            Critical Illness scheme and Permanent Health  insurance,  subject to
            the  rules  of  such  schemes.  Details  of all  these  schemes  are
            available from the Company's HR department.

      7.2   Executive  will be  eligible  to join the  Company  Sponsored  Group
            Personal  Pension Scheme after three months  continuous  employment.
            Full details of the scheme are available from HR. A contracting  out
            certificate   is  not  in  force  in  respect  of  the   Executive's
            employment.

8.    HOLIDAYS AND HOLIDAY PAY

      8.1   In  addition to the normal bank and public  holidays  the  Executive
            shall be  entitled  to 25 working  days' paid  holiday  during  each
            calendar year ("Holiday Entitlement") (which shall accrue on a daily
            basis). Any block of over five consecutive working days paid holiday
            shall be taken at such time as the Board of Directors  may from time
            to time approve, such approval not to be unreasonably withheld .

      8.2   Untaken  Holiday  Entitlement  in any calendar year (as the case may
            be) may not be carried  forward to any  following  calendar year and
            such holiday will be forfeited without any right to payment in lieu.

      8.3   Each  year  Executive  may be  required  to  retain  up to 4 days of
            holiday  entitlement  to cover the  Christmas  closure  period.  The
            Company's HR  department  will notify  Executive of how much holiday
            entitlement  will be so  required  each year prior to the end of the
            first calendar quarter of each calendar year.

      8.4   Upon  termination of the  Appointment  the Executive shall either be
            entitled to salary in lieu of any outstanding holiday entitlement or
            be required  to repay to the Company any salary  received in respect
            of Holiday Entitlement taken in excess of his proportionate  Holiday
            Entitlement.

      8.5   The Company  reserves the right to require the Executive to take any
            accrued but unused holiday  entitlement  during any period of notice
            given to terminate the Appointment.

9.    SICKNESS AND ABSENCE

      9.1   If the  Executive is at any time  prevented by illness,  accident or
            other  incapacity  from properly  carrying out his duties under this
            agreement,  he shall immediately  notify the Board of Directors.  If
            such  incapacity  continues  for a period of seven days, he shall be
            required to provide a medical practitioners'  certificate in respect
            of the cause of  incapacity  for  statutory  sick pay  purposes  and
            covering the whole period of the absence.

      9.2   Subject to  compliance  with the  provisions of clause 9.1 above and
            subject to the Company's  right to terminate the Appointment for any
            reason (subject to the terms of this Agreement)  including,  without
            limitation, incapacity, if the Executive is at any time prevented by
            illness, accident or other incapacity from properly carrying out his
            duties under this agreement,  he shall be paid his Base Salary for a
            period of up to 13 weeks in any 12 consecutive  calendar months (the
            "Aggregate  Period").  Thereafter,  any  payments  shall  be at  the
            discretion of the Board.

      9.3   Statutory sick pay ("SSP") will be paid by the Company in accordance
            with the legislation in force at the time of absence. Any payment of
            remuneration  under  sub-clause  9.2  for  a  day  of  absence  will
            discharge the Company's obligation to pay SSP for that day.

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      9.4   If the  Executive  shall  at any time  have  been  incapacitated  or
            prevented   by   illness  or  injury  or   accident   or  any  other
            circumstances  beyond his control  (such  incapacity  or  prevention
            being referred to below as "Incapacity") from discharging his duties
            during  the  Appointment  for a  period  or  periods  exceeding  the
            Aggregate  Period  total of 13 or more  weeks in any 12  consecutive
            calendar  months,  the  Company  may by  notice  in  writing  to the
            Executive  given  at  any  time  during  the  period  of  Incapacity
            terminate the Appointment upon six months' written notice.

      9.5   If the  Incapacity has been caused by the action of a third party in
            respect of which  damages are or may be  recoverable,  the Executive
            shall as soon as possible after becoming aware of that fact,  notify
            the Board of Directors  of that fact and shall  receive the payments
            referred  to in  clause  9.2  above as loans by the  Company  to the
            Executive (notwithstanding that as an interim measure income tax has
            been  deducted  from such  payments  as if they were  emoluments  of
            employment)  and shall  repay such loans when and to the extent that
            the Executive  recovers  compensation for loss of earnings from that
            third party by action or otherwise,  provided that no such repayment
            shall apply to income tax amounts deducted from the payments made to
            the Executive for which refunds are not available.

      9.6   From the date on which the Executive first receives benefits under a
            permanent health insurance scheme provided by the Company related to
            the  Executive's  inability  to perform  his duties  hereunder,  the
            Executive's entitlement to the Base Salary and all benefits provided
            under this Agreement will cease.

10.   CONFIDENTIAL INFORMATION

      10.1  The Executive  shall not at any time during the  Appointment  nor at
            any time after its  termination  except for a purpose of the Company
            or the Group directly or indirectly use or disclose trade secrets or
            confidential  information  relating  to the  Company  or  any  Group
            company or the Company's or any Group company's  agents,  customers,
            prospective customers or suppliers.

      10.2  For the  purposes  of clause  10.1  confidential  information  shall
            include  any  information   relating  to  the  Business  and/or  the
            financial  affairs of the Company or the Group or the  Company's  or
            any Group  company's  agents,  customers,  prospective  customers or
            suppliers and in particular shall include the information set out in
            Schedule 1 whether or not in the case of documents or other  written
            materials  they are or were  marked as  confidential  and whether or
            not,  in  the  case  of  other  information,   such  information  is
            identified  or treated by the Company or any Group  company as being
            confidential.

      10.3  The  Executive   shall  not  be  restrained   from   disclosing  any
            confidential information which:

            10.3.1 he is authorised to disclose by the Board;

            10.3.2 had  entered  the public  domain  unless it enters the public
                  domain  as a  result  of an  unauthorised  disclosure  by  the
                  Executive  or an  authorised  disclosure  for an  unauthorised
                  purpose by the Executive;

            10.3.3 he is required to disclose by law,  provided  that  Executive
                  promptly  notifies the Company of such requirement and assists
                  the Company in seeking a protective order or other measures in
                  order to protect the confidential information;

            10.3.4 he  is  entitled  to  disclose  under  the  Public   Interest
                  Disclosure Act 1998 provided that the disclosure is made in an
                  appropriate way to an appropriate  person having regard to the
                  provisions of that Act; or

            10.3.5 was  available  or becomes  available  to the  Executive on a
                  non-confidential basis from a source other than the Company or
                  the Group.

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11.   RESTRICTIVE COVENANTS

      The Executive acknowledges that he has been appointed to a senior position
      and he has or will in the course of the  Appointment  acquired  or acquire
      confidential information,  trade secrets and knowledge about the business,
      operations,  customers and trade connections of the Company and the Group.
      Executive  therefore  acknowledges  that  the  restrictions  set  forth in
      Schedule 2 are  reasonably  necessary  for the purpose of  protecting  the
      legitimate business  interests,  goodwill and the stable trained workforce
      of the Company and the Group and agrees to comply with such restrictions.

12.   DESIGNS AND INVENTIONS

      12.1  All  writings,   designs,   inventions,   programs   discoveries  or
            improvements conceived or made by the Executive during the course of
            or arising out of the  Appointment  (whether  alone or together with
            any other person or persons) and which concern or are  applicable to
            products or articles manufactured or sold by or to services provided
            by the Company and/or any Group company  ("Designs and  Inventions")
            irrespective  of whether such Designs and  Inventions  were so made,
            devised  or  discovered  during  normal  working  hours or using the
            facilities  of the Company  shall be the  exclusive  property of the
            Company  and  shall be  promptly  disclosed  to the  Company  by the
            Executive.

      12.2  The  Executive  shall at all times  whether  during the course of or
            after the termination of the Appointment if and whenever required by
            the Company (and at its expense)  execute all such  documents and do
            all such things as may be necessary effectively to obtain or vest in
            the Company or any Group  company all rights  title and  interest in
            and to the  Designs  and  Inventions  absolutely  and the  Executive
            irrevocably  appoints  and  authorises  the  Company  to  act as his
            attorney and agent for the purposes of executing  and/or signing all
            or any documents as may be required to give the Company  (and/or its
            nominee and/or  assignee) the full benefit of the provisions of this
            clause.  The decision as to the  protection or  exploitation  of any
            Designs and  Inventions  shall be in the absolute  discretion of the
            Company.

      12.3  The  Executive  waives  irrevocably  and  unconditionally  any moral
            rights in any part of the world  (including any rights  conferred by
            Section  77-85 of the  Copyright  Designs and Patents Act 1988) that
            the   Executive   or   the    Executive's    successors,    personal
            representatives or heirs have or may have against the Company or any
            of its  employees,  officers  or  agents in any of the  Designs  and
            Inventions referred to in clause 12.1.

      12.4  The  Executive  agrees,  at the  Company's  request and expense,  to
            exercise  during  the   Appointment,   or  at  any  time  after  the
            termination of the  Appointment,  any moral rights the Executive has
            or may have (pursuant to Sections 77-85 of the Copyright Designs and
            Patents  Act  1988  or  otherwise)  in any  Designs  and  Inventions
            referred to in clause 12.1 against any third party in such manner as
            the Company  shall  reasonably  request and in  accordance  with the
            Company's directions,  and the Executive agrees not to exercise such
            moral rights other than in accordance with this paragraph.

13.   TERMINATION

      13.1  The  Appointment  may be  terminated  with  immediate  effect by the
            Company without notice and without compensation if at any time:

            13.1.1 the Executive: has committed any serious or persistent breach
                  of any of the terms of this  agreement  and, if such breach is
                  capable of being cured, has failed to cure the same within ten
                  business days after receipt of notice from the Company of such
                  breach; is guilty of any serious misconduct or continues to be
                  guilty of wilful  neglect in the discharge of his duties under
                  this  agreement  after  receipt of notice  from the Company of
                  such wilful neglect; or is guilty of any fraud,  dishonesty or
                  conduct  tending to bring  himself,  the  Company or any group
                  company into disrepute;

            13.1.2 is convicted of criminal  offence  other than a motor offence
                  not including a custodial sentence;

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            13.1.3 the   Executive   is   adjudicated   bankrupt  or  makes  any
                  arrangement or composition with his creditors;

            13.1.4 becomes of unsound  mind or a patient  within the  meaning of
                  Part VII of the Mental Health Act 1983; or

            13.1.5 the Executive becomes  prohibited by law from being or acting
                  as a director of the Company or taking part in the  management
                  of  the   Company,   whether   under  the  Company   Directors
                  Disqualification Act 1986 or otherwise.

13.2  If the Board has reason to suspect  that any one or more of the events set
      out in sub-clauses 13.1.1 to 13.1.5 (inclusive) has or have occurred,  the
      Board may suspend the  Executive on such terms as to payment of salary and
      other  benefits  or  otherwise  as the Board may think fit up to a maximum
      period of one month pending  further  investigations  PROVIDED THAT in the
      event of any such suspension being made the Executive shall have the right
      to terminate his employment  forthwith by notice in writing to the Company
      but without any claim for compensation.

13.3  The Appointment  may be terminated with immediate  effect by the Executive
      without  notice if at any time the  Company has  committed  any serious or
      persistent breach of any of the terms of this agreement,  including (after
      written notice from the Executive)  wilful neglect in the discharge of its
      obligations  under this agreement ( in such cases, a termination for "Good
      Reason"). In such event, the Executive's  termination shall be deemed, for
      purposes of compensation,  a termination by the Company without notice and
      the  Executive  shall be entitled to a lump sum payment in an amount equal
      to the  compensation  (as set  forth in  clause  13.8)  due to him for the
      notice period. In addition,  if the Executive terminates the agreement for
      Good Reason,  the restrictive  covenants  contained in Schedule 2 shall be
      inapplicable.

13.4  Upon a Change of Control  (as defined in clause  13.5  below),  either the
      Company or the Executive may terminate the  Appointment  immediately  upon
      notice to the other.  In the event the  Appointment  is  terminated by the
      Executive,  all of the obligations of the Company and Executive in clauses
      2 through 9 shall cease except that the  Executive  shall be entitled to a
      lump sum  payment in an amount  equal to 6 months Base Salary and the fair
      value of all contractual  benefits  (including  Holiday  Entitlement  that
      would have  accrued  during  such  period)  without  further  recourse  or
      liability to the Company.  In the event the  Appointment  is terminated by
      the  Company,  all of the  obligations  of the  Company and  Executive  in
      clauses  2  through  9 shall  cease  except  that the  Executive  shall be
      entitled to a lump sum  payment in an amount  equal to Base Salary and the
      fair value of all contractual benefits (including Holiday Entitlement that
      would have accrued  during such period) for the  unexpired  portion of the
      Term.

13.5  For purposes of this agreement, a "Change of Control" of the Company shall
      be  deemed  to  have  occurred  upon  (i)  any  sale,  transfer  or  other
      conveyance, whether directly or indirectly, of all or substantially all of
      the assets or the Company,  on a consolidated basis, in one transaction or
      a series  of  related  transactions,  (ii)  any  sale,  transfer  or other
      conveyance,  whether  directly or  indirectly,  of more than fifty percent
      (50%) of the  outstanding  shares of the Company in one  transaction  or a
      series of  transactions,  (iii)  any  transaction  or  series  of  related
      transactions  as a result of which any  "Person" or "group" (as such terms
      are used for  purposes  of Sections  13(d) and 14(d) or the United  States
      Securities Exchange Act of 1934, whether or not applicable) that is not in
      control  of  the  Company,  either  directly  or  indirectly  through  its
      affiliates,  on the date of this  agreement  gains control of the Company,
      either  directly  or  indirectly   through  its  affiliates,   or  (iv)  a
      reorganization  or merger  following the consummation of which the holders
      of the outstanding shares of the Company,  immediately prior thereto cease
      to hold at least fifty  percent (50%) of the voting power of the resulting
      or  surviving  company  in  such  reorganization  or  merger.  By  way  of
      clarification  with respect to subsection (i) above, the shares of capital
      stock or other  securities of any  corporation or business entity that are
      held,  directly or indirectly,  by the Company shall constitute  assets in
      connection   with  any   determination   or  whether  a  sale  of  all  or
      substantially all of the assets of the Company has occurred.

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13.6  Upon termination of the Appointment:

      13.6.1    the Company shall pay to the  Executive any and all  outstanding
                sums  accrued up to the date of  termination  and the  Executive
                shall  receive  (subject  to the  terms of this  Agreement)  all
                contractual benefits up to the date of termination.

      13.6.2    the Executive  shall upon the request of the Company resign from
                all (if any)  offices  held by him in the  Company  or any Group
                company  and in the event of his failure to do so the Company is
                hereby irrevocably authorised to appoint some person in his name
                and on his behalf to sign and execute all  documents  and do all
                things   necessary  to  constitute   and  give  effect  to  such
                resignation;

      13.6.3    the Executive  shall  immediately  (i) return to the Company all
                correspondence,  documents,  papers,  memoranda,  notes, records
                such as may be  contained  in  magnetic  media or other forms of
                computer  storage,  videos,  tapes  (whether or not  prepared or
                produced by him) and any copies  thereof charge and credit cards
                and all other  property  (including  any car)  belonging  to the
                Company which may be in the Executive's  possession or under his
                control,  (ii)  inform  the  Company  of all  access  codes  and
                passwords relating to his employment, and (iii) provide a signed
                statement  that he has  fully  complied  with the  terms of this
                sub-clause; and

      13.6.4    the  Executive  shall   irretrievably   delete  any  information
                relating to the  business of the Company  stored on any magnetic
                or optical disc or memory and all matter derived therefrom which
                is in his  possession,  custody,  care or  control  outside  the
                premises  of the  Company  and shall  produce  such  evidence of
                compliance  with this  sub-clause as the Company may  reasonably
                require.

13.7  The  Executive  shall  not  at  any  time  after  the  termination  of the
      Appointment  represent  himself  as  being  in any way  connected  with or
      interested in the Business of the Company or the Group.

13.8  The Company may in its  absolute  discretion  at any time after  notice of
      termination shall have been given by either party lawfully  terminate this
      agreement by notice in writing with  immediate  effect by making a payment
      of Base Salary and the fair value of all contractual  benefits  (including
      Holiday  Entitlement  that would have accrued during such period) in a sum
      equal to the  amount  payable  for the  unexpired  period of notice to the
      Executive less tax and national insurance.  In such event, for purposes of
      the restrictive covenants set forth in Schedule 2, the date of termination
      of the  Appointment  shall be deemed to be the date of any such  notice of
      immediate termination.

14.   DISCIPLINARY AND GRIEVANCE PROCEDURES

      14.1  The  Executive  should  refer any  grievance  he may have  about his
            employment or about any disciplinary decision relating to him to the
            Board of Directors in writing.

      14.2  There are no special disciplinary rules affecting the Executive. Any
            disciplinary  matters  will be dealt with by the Board or a director
            or committee nominated by the Board.

                                       9
<PAGE>

15.   DATA PROTECTION

      15.1  The  Executive's  personal  data will be held by the  Company in its
            manual  and  automated  filing  systems  and  the  Executive  hereby
            consents to the same. Subject to the Executive's right to review the
            content and accuracy of the  personal  data held by the Company from
            time  to  time,  the  Executive   consents  to  the  processing  and
            disclosure of such data both inside and,  where  necessary,  outside
            the  European  Economic  Area in  order  for the  Appointment  to be
            performed and this agreement to be fulfilled,  and further,  without
            limitation,  for  decisions  to be made  regarding  the  Executive's
            employment  or continued  employment,  for obtaining or carrying out
            work  from  or for  customers  or  potential  customers,  or for the
            purpose  of any  potential  sale of over  50% of the  shares  of the
            Company or any  Holding  Company of the  Company or other  change of
            control or any  potential  transfer  of the  Executive's  employment
            under  the  Transfer  of  Undertaking   (Protection  of  Employment)
            Regulations  1981.  Disclosure  may  include,  in the  case of sale,
            change of control or transfer, disclosure to the potential purchaser
            or investor  and their  advisors  and, in the case of  obtaining  or
            carrying out work, disclosure to customers or potential customers.

      15.2  The Executive  consents to  reasonable  processing by the Company of
            sensitive data including medical  information for the purpose of the
            performance of the  Appointment and fulfilment of this agreement and
            determining the Executive's fitness to carry out duties on behalf of
            the Group. The Executive further consents to the Company  processing
            data regarding sex,  status,  race,  ethnic origin or disability for
            the purpose of monitoring to ensure  equality of opportunity  within
            the Group.

16.   MISCELLANEOUS

      16.1  Notices  may be given by either  party by  personal  delivery  or by
            letter or e-mail or fax message  addressed to the other party at (in
            the case of the  Company) its  registered  office for the time being
            and (in the case of the Executive) his last known address.  Any such
            notice  given by letter  shall be deemed to have been given 48 hours
            after  posting and any such  notice  given by fax shall be deemed to
            have been given at the time on the confirmation  report.  Any notice
            given to the  Company by e-mail  may be sent to the normal  business
            e-mail address of the Company  Secretary and any notice given to the
            Executive  by e-mail  may be sent to such  e-mail  address as may be
            agreed  between the  Executive and the Company from time to time and
            any  notice  given by e-mail  shall be deemed to have been given one
            hour  after it was sent and a hard copy shall be sent by post or fax
            by way of confirmation .

            Copies of all notices given to the Executive shall also be sent to:

            Robert C Edmonds
            Edmonds & Co, P.C.
            420 Fifth Avenue, 25th Floor
            New York, New York 10018
            USA
            Email: RCEdmonds@edmonds-law.com

16.2  There are no  collective  agreements  in force  that  affect the terms and
      conditions of the Appointment.

16.3  This agreement is in  substitution  for all previous  contracts of service
      between the Company  and/or Group  Company and the  Executive (if any) and
      any such  agreements  shall be deemed to have  been  terminated  by mutual
      consent as from the date on which the Appointment commenced.

16.4  In the  event  of the  expiry  of this  agreement  at the end of the  Term
      without it being renewed the Executive  agrees in accordance  with section
      197 of the  Employment  Rights Act 1996 to exclude  his rights to make any
      claim in relation to the  termination  of the  Appointment in respect of a
      redundancy payment.

                                       10
<PAGE>

      16.5  This  agreement  shall be construed  and governed by English Law and
            the parties submit to the non-exclusive  jurisdiction of the English
            Courts.

      16.6  If at any time any term or provision in this agreement shall be held
            to be illegal, invalid or unenforceable,  in whole or in part, under
            any rule of law or  enactment,  such term or provision or part shall
            to that extent be deemed not to form part of this agreement, but the
            enforceability  of the  remainder  of this  agreement  shall  not be
            affected.

      16.7  The  provisions  of clauses  10, 11, 12,  13.3 and 16 shall  survive
            termination of this agreement.

17.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         A person who is not party to this  agreement  shall have no right under
         the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this agreement.  This clause does not affect any right or remedy of any
         person  which exists or is available  otherwise  than  pursuant to that
         Act.


                                       11
<PAGE>

IN WITNESS  whereof the parties have  executed  this  agreement as a deed on the
date of this agreement


SIGNED as a DEED                               )
by FUTUREMEDIA PLC acting by:                  )
                                               )
                                               )

Director

Director/Secretary






SIGNED as a DEED by                            )
LEONARD M FERTIG in the presence of:           )
                                               )

Witness Signature:

Full Name:

Address:

                                       12
<PAGE>

                                   SCHEDULE 1

                            Confidential information

For the purposes of clause 10, confidential information shall include, but shall
not be limited to:

1.    the business  methods and information of the Company and any Group company
      (including  prices charged,  discounts given to customers or obtained from
      suppliers,  product  development,  marketing and  advertising  programmes,
      costings,   budgets,   turnover,   sales   targets   or  other   financial
      information);

2.    lists and particulars of the Company's and any Group  company's  suppliers
      and customers and the individual contacts at such suppliers and customers;

3.    details and terms of the Company's and any Group company's agreements with
      suppliers and customers;

4.    secret  manufacturing or production processes and know-how employed by the
      Company and any Group company or its/their suppliers;

5.    confidential  details  as to the  design  of the  Company's  and any Group
      company's  or its and/or  their  suppliers'  products  and  inventions  or
      developments relating to future products;

6.    information  belonging to customers or suppliers of the Company, or to any
      third party, which the Company is obligated to keep confidential;

7.    details of any  promotions or future  promotions or marketing or publicity
      exercises planned by the Company or any Group Company;

8.    details of any business plans of the Company or any group company; and

9.    any  information  which may affect the value of the Business or the shares
      of the Company or any Group company.

                                       13
<PAGE>

                                   SCHEDULE 2

                              Restrictive Covenants

1.    The Executive shall not without the prior written consent of the Board for
      a period of six months after the termination of the Appointment,  directly
      or  indirectly,  on his own  behalf,  or on behalf of any  person  firm or
      company in connection  with any business  which is or is intended or about
      to be competitive with the Restricted Business (as defined below):

      1.1   solicit or canvass the custom of any Customer (as defined below);

      1.2   solicit or canvass the custom of any Potential  Customer (as defined
            below);

      1.3   deal with any Customer;

      1.4   deal with any Potential Customer;

      1.5   solicit or entice  away,  or attempt to entice away from the Company
            or any  Group  company  any  employee  of the  Company  or any Group
            company who is  employed by the Company or any Group  company at the
            date  of the  termination  of the  Appointment  provided  that  this
            restriction  shall  only  apply to persons  whom the  Executive  has
            managed or with whom he has  worked at any time  during the 6 months
            immediately preceding the date of termination of the Appointment and
            who on the date of  termination of the  Appointment  was employed by
            the Company or Group  Company in the  capacity of  director,  senior
            sales, technical,  business development or any other managerial role
            and provided that this restriction shall not apply to non-managerial
            (clerical or administration or manual) staff;

2.    The Executive shall not without the prior written consent of the Board for
      a period of six months after the termination of the Appointment,  directly
      or  indirectly,  on his own behalf,  or on behalf of any  person,  firm or
      company:

      2.1   within the Restricted Territory (as defined below) set up, carry on,
            be employed in,  provide  services  to, be  associated  with,  or be
            engaged or interested in, whether as director, employee,  principal,
            agent or otherwise any business  which is or is intended or about to
            be competitive with the Restricted Business save as a shareholder of
            not more than 3% of any public  company  whose  shares are quoted on
            any recognised stock exchange or the Alternative Investment Market;

      2.2   endeavour to cause any person, firm or company who is at the date of
            termination of the  Appointment or at any time during the six months
            immediately  prior to such  termination  a supplier  to the  Company
            and/or  any Group  company  to either  cause to cease to supply  the
            Company or any Group company or  materially  alter the terms of such
            supply in a manner  detrimental  to the Company or any Group company
            provided  that  references  to  suppliers  shall only refer to those
            persons, firms or companies with whom the Executive has had material
            personal  contact  during the course of the  Appointment or for whom
            the Executive has had  managerial  responsibility  in either case at
            any time  during  the six  months  immediately  prior to the date of
            termination of the Appointment.

3.    In this  Schedule  2 the  following  words  and  phrases  shall  have  the
      following meanings:

      3.1   "Restricted  Business"  shall mean the  Business  or any part of the
            Business which in either case:

            3.1.1 is carried on by the Company or any member of the Group at the
                  date of termination of the Appointment; or

                                       14
<PAGE>

            3.1.2 was  carried  on by the  Company or any member of the Group at
                  any time during the six months  immediately  prior to the date
                  of termination of the Appointment; or

            3.1.3 is to the  knowledge of the Executive to be carried out by the
                  Company or any  member of the Group at anytime  during the six
                  months  immediately  following the date of  termination of the
                  Appointment;

            and  which,  as a  result  of the  Appointment,  the  Executive  was
            materially  concerned with or had management  responsibility for (or
            had substantial  confidential  information regarding) in either case
            at any time during the period of six months immediately prior to the
            date of termination of the Appointment;

3.2   "Restricted  Territory" shall mean any country in which the Company or any
      other Group company:

      3.2.1 carried on any Restricted Business or provided any goods or services
            in  connection   with  any  Restricted   Business  at  the  date  of
            termination of the Executive's employment; or

      3.2.2 carried on any Restricted Business or provided any goods or services
            in connection  with any  Restricted  Business at any time during the
            period of six months immediately prior to the date of termination of
            the Executive's employment;

            and regarding which country the Executive:

            (a)   was materially concerned or worked in;

            (b)   had management responsibility for; and/or

            (c)   obtained confidential information,

      during the course  of,  and as a result  of, the  Appointment  at any time
      during  the  period  of  six  months  immediately  prior  to the  date  of
      termination of the Appointment;

      3.3   "Customer" shall mean any person, firm or company who at the date of
            termination of the  Appointment or at any time during the six months
            immediately  prior to such termination was a customer of the Company
            or any member of the Group and from whom the  Executive had obtained
            business  on behalf of the  Company or any Group  company or to whom
            the  Executive  had provided or arranged  the  provision of goods or
            services on behalf of the  Company or any Group  company or for whom
            the Executive had management  responsibility in any case at any time
            during  the period of six  months  immediately  prior to the date of
            termination of the Appointment;

      3.4   "Potential  Customer"  shall mean any person,  firm or company  with
            whom either the  Executive  or any other  employee of the Company or
            any  Group  company  who  the  Executive  had,  at the  date  of the
            negotiations,    management    responsibility   for,   carried   out
            negotiations  on behalf of the  Company or any Group  company at any
            time  during  the  three  months  immediately  prior  to the date of
            termination of the Appointment  with a view to such person,  firm or
            company becoming a customer of the Company or any Group company.

4.    In the event that the Executive receives an offer of employment or request
      to provide  services  either during the Appointment or during the currency
      of the restrictive  periods set out in clauses 1 and 2 of this schedule 2,
      the Executive shall provide  immediately to such person,  company or other
      entity  making such an offer or request a full and  accurate  copy of this
      agreement signed by both parties.

5.    The restrictions contained in this clause are considered by the parties to
      be reasonable in all the  circumstances.  Each sub clause  constitutes  an
      entirely separate and independent restriction and the duration, extent and
      application of each of the  restrictions  are no greater than is necessary
      for the protection of the interests of the Company and any Group company.

                                       15
<PAGE>

                                   SCHEDULE 3

                                     Options



The  Executive  shall be  awarded by the  Company  options in respect of 500,000
shares in the capital of the Company subject to the terms of the Futuremedia PLC
Unapproved Share Option Scheme for Leonard M Fertig and on the following terms:

(a)   exercise price of the options shall be the Market Value (as defined in the
      scheme) on the Commencement Date;

(b)   options shall vest on the first  anniversary of the  Appointment and shall
      be  exercisable  for a period of ten  years  from the  Commencement  Date,
      provided  that such  options  shall be  cancelled  if the  Appointment  is
      terminated  pursuant to clause 13.1 or Executive resigns prior to the Term
      Date  without Good Reason and without a successor  having been  appointed;
      and

(c)   the Company undertakes to file an amendment to its Registration  Statement
      on Form S-8 as soon as is  reasonably  practicable  (but in no event later
      than 30 April 2005) to include the resale of shares acquired upon exercise
      of options granted pursuant to the Futuremedia PLC Unapproved Share Option
      Scheme for Leonard M Fertig.

                                       16