Exhibit 15.2

                                 FUTUREMEDIA PLC

                               POLICY STATEMENT ON
                SECURITIES TRADES BY COMPANY OFFICERS, DIRECTORS
                     AND CERTAIN OTHER SIGNIFICANT EMPLOYEES

                                  Introduction

      In the normal course of business, employees, officers and directors of
Futuremedia PLC (the "Company") may use or have access to confidential and
material information that is not generally available to the investing public.
You, as an employee, officer or director of the Company, have an important
ethical and legal obligation not to engage in trading in securities while in
possession of material non-public information ("insider trading") and to
maintain the confidentiality of such non-public information. Insider trading is
a crime. You and the Company may be subject to severe civil and criminal
penalties as a result of trading in securities while in possession of material
non-public information or as a result of unauthorized disclosure of material
non-public information.

      The Company has adopted this Policy to prevent violations of the U.S.
insider trading laws by the Company's officers, directors and certain
significant employees and to avoid even the appearance of improper conduct by
these persons. Mr. Geoff J. Bicknell, Chief Financial Officer, has been
designated by the Company as the Compliance Officer for administering this
Policy, and any questions regarding interpretation of the Policy should be
addressed to him.

      As a director, officer or significant employee of the Company, you are
more likely to possess material non-public information about the Company, and
are therefore subject to special requirements concerning transactions in the
Company's securities. This entire Policy applies to you and you should read it
all carefully. Pay particular attention to Section 14 regarding pre-clearance of
any transactions you conduct in Company securities.

                                     Policy

      1. Prohibitions.

      (a) No Trading on Inside Information. You may not trade in the securities
of the Company, directly or through family members or other persons or entities,
while you are aware of material non-public information relating to the Company
(except pursuant to a pre-cleared trading plan that complies with Rule 105-1, as
described in Section 5 below). Similarly, you may not trade in the securities of
any other company if you are aware of material non-public information about that
company that you obtained in the course of your employment with the Company.

      (b) No Tipping. You may not pass material non-public information on to
others or recommend to anyone the purchase or sale of any securities when you
are aware of such information. This practice, known as "tipping," also violates
the securities laws and can result in the same civil and criminal penalties that
apply to insider trading, even though you did not trade and did not gain any
benefit from another's trading.

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      (c) General. You may not assist anyone who is engaged in any of the above
activities. In addition to applying to the Company's securities, these
prohibitions apply to information about and securities of other companies with
which the Company has a relationship and as a result of which you may acquire
material non-public information, e.g., customers, suppliers, licensees,
licensors, joint venturers or companies with which the Company is considering
entering into or terminating a material business relationship or other material
transaction.

      These prohibitions also apply to your family members, including your
spouse, any family members or other persons that live in your home, and any
family members who do not live in your home but whose transactions in Company
securities are directed by you or subject to your influence or control. You will
be held responsible for ensuring that securities transactions by any of these
people comply with this Policy.

      2. Penalties. If you engage in any of the above activities, you may
subject yourself, the Company, its officers and directors and other supervisory
personnel to civil and criminal liability under United States securities law.

      (a) Civil and Criminal Penalties. Potential penalties for insider trading
or tipping violations include, but are not limited to (1) imprisonment for up to
20 years, (2) criminal fines of up to $5,000,000, and (3) civil fines of up to
three times the profit gained or loss avoided.

      (b) Controlling Person Liability. If the Company fails to take appropriate
steps to prevent illegal insider trading, the Company may have "controlling
person" liability for a trading violation, with civil penalties of up to the
greater of $1,000,000 and three times the profit gained or loss avoided, as well
as a criminal penalty of up to $25,000,000. The civil penalties can extend
personal liability to the Company's directors, officers and other supervisory
personnel if they fail to take appropriate steps to prevent insider trading.

      (c) Company Sanctions. Failure to comply with this Policy may also subject
you to Company-imposed sanctions, up to and including termination for cause,
whether or not your failure to comply with this Policy results in a violation of
law.

      3. Key Concepts.

      (a) Material Information. Information is material if there is a
substantial likelihood that a reasonable investor would consider the information
important in deciding whether to buy, sell or hold a security. If disclosure of
the information is likely to affect the market price of a security, the
information is probably material. Examples of the type of information that would
usually be considered material include:

      o     projections of future earnings or losses or other earnings guidance;
      o     earnings that are inconsistent with the consensus expectations of
            the investment community;
      o     increases or decreases in dividend payments, stock splits,
            securities offerings or other major events regarding the Company's
            securities;
      o     possible mergers and acquisitions;


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      o     the initiation or termination of significant contracts;
      o     changes in management;
      o     breakthroughs in technology;
      o     the introduction of important product lines;
      o     the gain or loss of major customers, suppliers or orders;
      o     major marketing changes;
      o     developments in actual or threatened litigation; or
      o     unusual gains or losses in major operations and financial liquidity
            problems.

      It is important to keep in mind that material information need not be
something that has happened or definitely will happen. Information that
something is likely to happen, or even just that it may happen, may be
considered material. Material information may be positive or negative.

      Materiality determinations are often challenged with the benefit of
hindsight and therefore any question about whether particular information is
material should be resolved in favor of not trading. If you have any question as
to whether particular information is material, you should not trade or
communicate the information to anyone without prior approval by the Compliance
Officer.

      (b) Non-Public Information. "Non-public" information is any information
that has not been disclosed generally to the investing public. One must be able
to point to some fact or event to show that the information is generally public,
such as inclusion in the Company's reports filed with the Securities and
Exchange Commission or the issuance of a press release or reference to the
information in publications of general circulation in the United States
securities market, such as The Wall Street Journal or the New York Times. Even
after the Company has released information to the press and the information has
been reported, at least two full business days must be allowed for the investing
public to absorb and evaluate the information before you may trade in the
Company's securities. This means you may not trade until the third business day
after the information is announced to the public. For example, if the Company
announced material non-public information before trading began on a Tuesday, the
first time you could buy or sell Company securities would be the opening of the
market on Thursday (assuming you were not then aware of other material
non-public information). However, if the Company announced material non-public
information after the start of trading on a Tuesday, the earliest you could buy
or sell the Company's securities would be the start of trading on Friday.

      (c) Tipping Information to Others. You may not disclose any material
non-public information to others, including your family members, friends or
social acquaintances. This prohibition applies whether or not you receive any
benefit from the other person's use of that information.

      4. Restrictions on Short-Term. Speculative Trading. The Company has
determined that there is a substantial likelihood of the appearance of improper
conduct by Company personnel when they engage in certain types of short-term or
speculative trading. Therefore, Company personnel are prohibited from engaging
in any of the following activities with respect to Company securities:


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      (a) short sales; and

      (b) buying or selling puts or calls, except for those options that might
be offered to you by the Company; provided, however, that nothing herein shall
preclude you from establishing or increasing a long put option, short call
option, or similar position, so long as the amount of securities underlying such
long put option, short call option, or similar position does not exceed the
amount of underlying securities you already own at the time such position is
established or increased.

      5. Exception - Approved 10b5-1 Plans.

      Trades by officers, directors and other employees covered by this Policy
that are executed pursuant to a pre-cleared 10b5-1 plan are not subject to the
prohibition on trading on the basis of material non-public information contained
in Section 1(a) of this Policy or, if applicable, to the restrictions set forth
in the Company's pre-clearance procedures and blackout periods.

      Rule 10b5-1 provides an affirmative defense from insider trading liability
under the U.S. federal securities laws for trading plans that meet certain
requirements. A 10b5-1 plan must be entered into at a time when you are not
aware of material non-public information. All plans must be entered into in good
faith and not as part of a plan or scheme to evade the prohibitions of the
securities laws. Once the plan is adopted, you must not exercise any influence
over the amount of securities to be traded, the price at which they are to be
traded or the date of the trade. The plan must either specify (including by
formula) the amount, pricing and timing of transactions in advance or delegate
discretion over those matters to an independent third party. The plan must allow
for the cancellation of a transaction and/or suspension of a trading program
upon notice and request by the Company to the extent that the trading program or
any proposed trade (i) fails to comply with applicable law (e.g., exceeding the
number of shares that the person may sell under Rule 144 in a rolling three
month period), or (ii) would create material adverse consequences to the
Company.

      The Company requires that each 10b5-1 plan (or the form of the 10b5-1
trading plan, provided such form has sufficient details to determine compliance
with this Policy) be pre-cleared in writing in advance by the Compliance
Officer, in accordance with Section 14 hereof. 10b5-1 plans generally may not be
adopted during a blackout period. Notwithstanding anything herein to the
contrary, it is the individual's responsibility to comply with this Policy and
the requirements of Rules l0b5-1 and 144, regardless of whether the Company's
Compliance Officer pre-clears a l0b5-1 plan.

      The Company reserves the right to bar any transactions in Company
securities, even those pursuant to arrangements previously pre-cleared, if the
Compliance Officer or the Board of Directors, in consultation with legal
counsel, determines that such a bar is in the best interests of the Company.

      6. No Other Exceptions. Other than as set forth in Sections 5 and 14
herein, there are no exceptions to the prohibitions and restrictions set forth
in this Policy. In particular, other than as set forth in Section 14(e),
transactions in the Company's securities that are otherwise necessary for
personal reasons, such as personal financial commitments or emergencies, do not
excuse you from compliance with this Policy and are prohibited if you possess
material non-public information.


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      It is important to note that the Securities and Exchange Commission takes
the view that the mere fact that you are aware of material non-public
information is enough to bar you from trading. It is no excuse that your reasons
for trading were not based on that information.

      7. Inadvertent Disclosure. If material non-public information is
inadvertently disclosed by any employee, officer or director, you should
immediately report the facts to the Compliance Officer so that the Company may
take appropriate remedial action.

      8. Post-Termination Transactions. This Policy continues to apply to your
transactions in Company securities even after you have terminated your
employment or other connections to the Company and its affiliates. If you are in
possession of material non-public information when your employment terminates,
you may not trade in Company securities until that information has become public
or is no longer material.

      9. Company Assistance. If you have any question about specific information
or proposed transactions, or as to the applicability or interpretation of this
Policy or the propriety of any desired action, you are encouraged to contact the
Compliance Officer.

      10. Confidentiality Guidelines. To provide more effective protection
against the disclosure of material non-public information, the Company has
adopted guidelines (attached hereto) with which you should familiarize yourself.
These guidelines are not intended to be exhaustive. Additional measures to
secure the confidentiality of information should be undertaken as deemed
appropriate under the circumstances. If you have any doubt as to your
responsibilities under these guidelines, please seek clarification and guidance
from the Compliance Officer before you act. Do not try to resolve any
uncertainties on your own.

      11. Personal Responsibility. The ultimate responsibility for adhering to
this Policy and avoiding improper trading lies with you. If you violate this
Policy, you may be subject to disciplinary action up to and including
termination for cause.

      12. Certification. All employees will be required to certify their
understanding of and intent to comply with this Policy by means of the
Certification attached hereto. Officers, directors and other significant
employees may be required to certify on an annual basis that they have complied
with this Policy.

      13. No New Legal Liabilities. The Policy and this Statement of the Policy
do not impose on the Company's employees, officers or directors or on the
Company itself any new legal liabilities to which they would not otherwise be
subjected.

      14. Pre clearance of all Transactions by Officers Directors and
Significant Employees.

      (a) General. All executive officers, directors and those employees who
have been designated by the Company as significant employees, as well as their
family members and members of their households, must obtain the prior approval
of the Compliance Officer for any transactions they conduct in the Company's
securities.


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      (b) Procedure. A request for pre-clearance should be submitted to the
Compliance Officer of the Company at least two business days in advance of the
proposed transaction. The Compliance Officer of the Company is under no
obligation to approve a trade submitted for pre-clearance, and may determine not
to permit the trade. The responsibility for pre-clearing transactions may be
delegated to anyone permitted by the Board of Directors of the Company.
Regardless of who is selected to serve as the pre-clearer, the pre-clearer must
always be kept fully informed of material developments. Approvals are valid only
for 48 hours from the time provided.

      Any person subject to the pre-clearance requirements who wishes to
implement a trading plan under Rule 10b5-1 must first pre-clear the plan with
the Compliance Officer of the Company. Transactions effected pursuant to a
pre-cleared trading plan will not require further pre-clearance at the time of
the transaction if the plan complies with Rule 10b5-1 and specifies the dates,
prices and amounts of the contemplated trades, or establishes a formula for
determining the dates, prices and amounts.

      (c) Quarterly Blackout Periods. The Company's announcement of its
quarterly financial results almost always has the potential to have a material
effect on the market for the Company's securities. Therefore, you should assume
that, to avoid even the appearance of trading while aware of material nonpublic
information, persons who are or may be expected to be aware of the Company's
quarterly or annual financial results generally will not be pre-cleared to trade
in the Company's securities during the following period:

      o     beginning five business days prior to the end of the Company's
            fiscal quarter or year end, and
      o     ending after the second full business day following the Company's
            issuance of its quarterly or annual earnings release.

      Persons subject to these quarterly blackout periods include all directors
and executive officers, all employees of the accounting department, and all
other persons who are informed by the Compliance Officer of the Company that
they are subject to the quarterly blackout periods.

      The Company may on occasion issue interim earnings guidance or other
potentially material information by means of a press release, an SEC filing on
Form 6-K or other means designed to achieve widespread dissemination of the
information. You should anticipate that trades are unlikely to be pre-cleared
while the Company is in the process of assembling the information to be released
and until the information has been released and fully absorbed by the market.

      (d) Event-Specific Blackout Periods. From time to time, an event may occur
that is material to the Company and is known by only a few directors, executives
and significant employees. So long as the event remains material and non-public,
directors, executive officers and such other persons as are designated by the
Compliance Officer of the Company may not trade in the Company's securities. The
existence of an event-specific blackout will not be announced except to those
who are aware of the event giving rise to the blackout. If, however, a person
whose trades are subject to pre-clearance requests permission to trade in the
Company's securities at a time when an event-specific blackout is in effect, the
Compliance Officer of the Company will inform the requester of the existence of
a blackout period without necessarily disclosing the reason for the blackout.
Any person made aware of the existence of an event-specific blackout should not
disclose the existence of the blackout to any other person. The failure of the
Compliance Officer of the Company to designate a person as being subject to an
event-specific blackout will not relieve that person of the obligation not to
trade while aware of material nonpublic information.


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      (e) Hardship Exceptions. A person who is subject to a quarterly earnings
blackout period and who has an unexpected and urgent need to sell Company
securities in order to generate cash may, in appropriate circumstances, be
permitted to sell even during the blackout period. Hardship exceptions may be
granted only by the Compliance Officer of the Company and must be requested at
least two days in advance of the proposed trade. A hardship exception may be
granted only if the Compliance Officer of the Company concludes that the
Company's earnings information for the applicable quarter does not constitute
material nonpublic information. Under no circumstance will a hardship exception
be granted during an event-specific blackout period.

      This Policy is dated 15th May, 2004 and supersedes any previous policy of
the Company concerning insider trading.

                                  CERTIFICATION

      I have read and understand the Company's Policy Statement on Securities
Trades By Company Officers, Directors And Certain Other Significant Employees
(the "Policy"). I understand that the Company's Compliance Officer is available
to answer any questions I have regarding the Policy. I agree to comply with the
Policy in all respects during my employment or other relationship with the
Company. I understand that my failure to comply in all respects with the Policy
is a basis for termination for cause of my employment or other relationship with
the Company.

Date: _________________________          Signature: ____________________________

                                              Name: ____________________________
                                                            (Please print)


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                           CONFIDENTIALITY GUIDELINES

      The following guidelines establish procedures with which every employee,
officer and director should comply in order to maximize the security of
confidential inside information:

      a.    declining any comment with respect to outside inquiries (from
            analysts, stock brokers, the press, etc.) and referring them
            immediately to the Company's Compliance Officer or such other person
            designated by the Company to be addressed;

      b.    using code names for sensitive projects;

      c.    using passwords to restrict access to sensitive information on the
            computer system;

      d.    limiting access to particular physical areas where material
            non-public information is likely to be documented or discussed;

      e.    locking up or shredding confidential documents;

      f.    not discussing confidential matters in public places such as
            elevators, hallways, restrooms or eating facilities where
            conversations might be heard;

      g.    marking sensitive documents "Confidential" and using sealed
            envelopes marked "Confidential";

      h.    restricting the copying of sensitive documents;

      i.    maintaining a sign-out system for sensitive documents;

      j.    obtaining written confidentiality agreements from outsiders allowed
            access to confidential information;

      k.    maintaining and periodically reviewing the list of persons who have
            access to confidential information and limiting access of especially
            sensitive materials to senior personnel and others on a need to know
            basis;

      l.    never leaving confidential documents unattended;

      m.    specifically informing employees who are exposed to confidential
            information of the sensitive nature of such information and the need
            to maintain confidentiality; and

      n.    in faxing or emailing sensitive matters, verifying that you have the
            correct fax number or email address, and, in the case of faxes, that
            someone with authorized access to the information will be available
            to receive it at the incoming fax machine, and, in the case of
            emails, that both you and the recipient are employing adequate
            security measures to maintain confidentiality.

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