Exhibit 2.8

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                      WARRANT TO PURCHASE ORDINARY SHARES
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NEITHER THIS WARRANT NOR THE  SECURITIES  INTO WHICH THIS WARRANT IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES  COMMISSION OF ANY U.S. STATE OR OTHER JURISIDICTION IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT AND IN  ACCORDANCE  WITH ALL
APPLICABLE  SECURITIES  LAWS,  AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.

                       WARRANT TO PURCHASE ORDINARY SHARES

       Number of Shares:      Up to           shares (subject to adjustment)
                              ----------------------------------------------
       Warrant Price:         $   per share
                              -------------
       Issuance Date:         July 21, 2005
                              -------------
       Expiration Date:       July 21, 2010
                              -------------

THIS WARRANT CERTIFIES THAT for value received,                           or its
registered  assigns  (hereinafter  called the  "Holder") is entitled to purchase
from  Futuremedia PLC (hereinafter  called the "Company"),  the above referenced
number of fully paid and nonassessable  shares (the "Shares") of Ordinary Shares
(the "Ordinary  Shares"),  of Company, at the Warrant Price per Share referenced
above; the number of shares purchasable upon exercise of this Warrant referenced
above being subject to adjustment  from time to time as described  herein.  This
Warrant is issued in connection with that certain Securities  Purchase Agreement
dated as of July 21, 2005, by and between the Company and Holder (the  "Purchase
Agreement").  The exercise of this Warrant  shall be subject to the  provisions,
limitations and restrictions contained herein.

1. Term and Exercise.

1.1 Term.  This  Warrant is  exercisable  in whole or in part (but not as to any
fractional  share of Ordinary  Shares),  at any time and from time to time after
the six month  anniversary  of the  Issuance  Date and prior to 6:00 p.m. on the
Expiration Date set forth above.

1.2  Warrant  Price.  The Warrant  shall be  exercisable  at the  Warrant  Price
described above.

1.3 Maximum Number of Shares.  The maximum  number of Shares of Ordinary  Shares
exercisable   pursuant   to  this   Warrant   is              Shares.   However,
notwithstanding anything herein to the contrary, in no event shall the Holder be
permitted  to  exercise  this  Warrant for a number of Shares  greater  than the
number that would cause the  aggregate  beneficial  ownership  of the  Company's
Ordinary Shares  (calculated  pursuant to Rule 13d-3 of the Securities  Exchange
Act of 1934,  as  amended)  of (a) the Holder and its  affiliates  or (b) M.A.G.
Capital,  LLC,  and its  affiliates,  to equal 9.99% of the  Company's  Ordinary
Shares  then   outstanding.   In  accordance  with  the   shareholder   approval
requirements  under the rules of the Nasdaq Stock  Market,  notwithstanding  any
other  provision  contained  in this  Warrant,  in no event shall the Company be
obligated  in  connection  with the  transactions  contemplated  by this Warrant
and/or by the Purchase  Agreement to issue shares  representing more than 19.99%
of its  outstanding  capital stock as of the Issuance Date hereof  without prior
approval of its shareholders at a general meeting called for that purpose.

1.4  Procedure  for  Exercise of Warrant.  Holder may  exercise  this Warrant by
delivering  the following to the  principal  office of the Company in accordance
with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially
the form  attached  as Schedule  A, (ii)  payment of the  Warrant  Price then in
effect for each of the Shares being  purchased,  as  designated in the Notice of
Exercise,  and (iii) this Warrant.  Payment of the Warrant Price may be in cash,
certified or official  bank check  payable to the order of the Company,  or wire
transfer of funds to the  Company's  account (or any  combination  of any of the
foregoing) in the amount of the Warrant Price for each share being purchased.

1.5 Delivery of Certificate and New Warrant. In the event of any exercise of the
rights  represented  by this Warrant,  a  certificate  or  certificates  for the
Ordinary Shares so purchased, registered in the name of the Holder or such other
name or  names as may be  designated  by the  Holder,  together  with any  other
securities  or other  property  which the Holder is  entitled  to  receive  upon
exercise  of this  Warrant,  shall be  delivered  to the Holder  hereof,  at the
Company's expense, within a reasonable time, not exceeding fifteen (15) calendar
days, after the rights represented by this Warrant shall have been so exercised;
and, unless this Warrant has expired,  a new Warrant  representing the number of
Shares (except a remaining fractional share), if any, with respect to which this
Warrant  shall not then have been  exercised  shall also be issued to the Holder
hereof within such time. The person in whose name any  certificate  for Ordinary
Shares is issued upon  exercise of this Warrant shall for all purposes be deemed
to have  become  the  holder of  record of such  shares on the date on which the
Warrant was  surrendered  and payment of the Warrant  Price was  received by the
Company, irrespective of the date of delivery of such certificate,  except that,
if the date of such  surrender and payment is on a date when the stock  transfer
books of the Company are closed,  such person shall be deemed to have become the
holder of such Shares at the close of business  on the next  succeeding  date on
which the stock transfer books are open.

1.6  Restrictive  Legend.  Each  certificate for Shares shall bear a restrictive
legend in substantially the form as follows, together with any additional legend
required by (i) any  applicable  state  securities  laws and (ii) any securities
exchange upon which such Shares may, at the time of such exercise, be listed:

          The shares of stock evidenced by this  certificate  have not
          been  registered  under the U.S.  Securities Act of 1933, as
          amended, and may not be offered,  sold, pledged or otherwise
          transferred   ("transferred")   in  the   absence   of  such
          registration or an applicable  exemption  therefrom.  In the
          absence  of  such  registration,  such  shares  may  not  be
          transferred unless, if the Company requests, the Company has
          received  a  written   opinion  from  counsel  in  form  and
          substance  satisfactory  to the  Company  stating  that such
          transfer  is being made in  compliance  with all  applicable
          federal and state securities laws.

                                                                          Page 1
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Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate  bearing  such  legend  shall also bear such legend  unless,  in the
opinion of counsel for the Holder  thereof  (which  counsel  shall be reasonably
satisfactory  to the Company),  the securities  represented  thereby are not, at
such time, required by law to bear such legend.

1.7 Fractional  Shares.  No fractional Shares shall be issuable upon exercise or
conversion of the Warrant. In the event of a fractional interest,  the number of
Shares to be issued shall be rounded down to the nearest whole Share.

2. Representations, Warranties and Covenants.

2.1 Representations and Warranties.

      (a) The Company is a corporation  duly organized,  validly existing and in
good standing under the laws of its  jurisdiction of  incorporation  and has all
necessary power and authority to perform its obligations under this Warrant;

      (b) The execution,  delivery and performance of this Warrant has been duly
authorized by all necessary  actions on the part of the Company and  constitutes
the legal, valid and binding obligation of the Company,  enforceable against the
Company in accordance with its terms; and

      (c) This Warrant  does not violate and is not in conflict  with any of the
provisions  of the  Company's  Memorandum  and Articles of  Association  and any
resolutions  of  the  Company's  Board  of  Directors  or  stockholders,  or any
agreement  of the  Company,  and no  event  has  occurred  and no  condition  or
circumstance  exists  that  might  (with  or  without  notice  or lapse of time)
constitute or result directly or indirectly in such a violation or conflict.

2.2  Issuance  of Shares.  The Company  covenants  and agrees that all shares of
Ordinary  Shares that may be issued upon the exercise of the rights  represented
by this  Warrant  will,  upon  issuance,  be  validly  issued,  fully  paid  and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue thereof.  The Company  further  covenants and agrees that it will pay when
due and  payable  any and all taxes which may be payable in respect of the issue
of this Warrant or any Ordinary  Shares or certificates  therefor  issuable upon
the exercise of this Warrant.  The Company further covenants and agrees that the
Company will at all times have  authorized  and reserved,  free from  preemptive
rights,  a  sufficient  number of shares of  Ordinary  Shares to provide for the
exercise in full of the rights  represented by this Warrant.  If at any time the
number of authorized but unissued shares of Ordinary Shares of the Company shall
not be sufficient to effect the exercise of the Warrant in full,  subject to the
limitations set forth in Section 1.3 hereto, then the Company will take all such
corporate action as may, in the opinion of counsel to the Company,  be necessary
or advisable to increase the number of its authorized  shares of Ordinary Shares
as shall be sufficient to permit the exercise of the Warrant in full, subject to
the limitations set forth in Section 1.3 hereto,  including without  limitation,
using its best  efforts to obtain any  necessary  stockholder  approval  of such
increase. The Company further covenants and agrees that if any shares of capital
stock to be reserved for the purpose of the issuance of shares upon the exercise
of this  Warrant  require  registration  with or  approval  of any  governmental
authority  under any  federal  or state law  before  such  shares may be validly
issued or delivered  upon  exercise,  then the Company will in good faith and as
expeditiously as possible endeavor to secure such  registration or approval,  as
the  case  may be.  If and so long as the  Ordinary  Shares  issuable  upon  the
exercise of this  Warrant is listed on any national  securities  exchange or the
Nasdaq  Stock  Market,  the  Company  will,  if  permitted  by the rules of such
exchange  or market,  list and keep  listed on such  exchange  or  market,  upon
official  notice of issuance,  all shares of such Ordinary  Shares issuable upon
exercise of this Warrant.

3. Other Adjustments.

3.1 Subdivision or Combination of Shares.  In case the Company shall at any time
subdivide its outstanding  Ordinary Shares into a greater number of shares,  the
Warrant  Price  in  effect  immediately  prior  to  such  subdivision  shall  be
proportionately  reduced, and the number of Shares subject to this Warrant shall
be proportionately  increased, and conversely,  in case the outstanding Ordinary
Shares of the Company  shall be combined  into a smaller  number of shares,  the
Warrant  Price  in  effect  immediately  prior  to  such  combination  shall  be
proportionately  increased,  and the number of Shares  subject  to this  Warrant
shall be proportionately decreased.

3.2  Dividends in Ordinary  Shares,  Other Stock or Property.  If at any time or
from time to time the  holders  of  Ordinary  Shares  (or any shares of stock or
other securities at the time receivable upon the exercise of this Warrant) shall
have received or become entitled to receive, without payment therefor:

      (a) Ordinary  Shares,  Options or any shares or other securities which are
at any time directly or indirectly convertible into or exchangeable for Ordinary
Shares, or any rights or options to subscribe for, purchase or otherwise acquire
any of the foregoing by way of dividend or other distribution;

      (b) any cash paid or payable otherwise than as a regular cash dividend; or

      (c) Ordinary Shares or additional  shares or other  securities or property
(including cash) by way of spin-off, split-up, reclassification,  combination of
shares or similar corporate  rearrangement (other than Ordinary Shares issued as
a stock split or  adjustments  in respect of which shall be covered by the terms
of Section 3.1 above) and additional shares, other securities or property issued
in  connection  with a Change (as defined  below) (which shall be covered by the
terms of  Section  3.3  below),  then and in each such case,  the Holder  hereof
shall, upon the exercise of this Warrant, be entitled to receive, in addition to
the  number of shares of  Ordinary  Shares  receivable  thereupon,  and  without
payment of any additional  consideration therefor, the amount of stock and other
securities and property  (including  cash in the cases referred to in clause (b)
above and this  clause  (c))  which such  Holder  would hold on the date of such
exercise had such Holder been the holder of record of such Ordinary Shares as of
the date on which  holders of Ordinary  Shares  received  or became  entitled to
receive  such  shares or all other  additional  stock and other  securities  and
property.

3.3  Reorganization,  Reclassification,  Consolidation,  Merger or Sale.  If any
recapitalization, reclassification or reorganization of the share capital of the
Company, or any consolidation or merger of the Company with another corporation,
or the sale of all or  substantially  all of its shares  and/or  assets or other
transaction (including,  without limitation,  a sale of substantially all of its
assets  followed by a liquidation)  shall be effected in such a way that holders
of Ordinary  Shares  shall be entitled to receive  shares,  securities  or other
assets or property (a "Change"), then, as a condition of such Change, lawful and
adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter  have the right to  purchase  and  receive  (in lieu of the  Ordinary
Shares of the Company  immediately  theretofore  purchasable and receivable upon
the exercise of the rights represented hereby) such shares,  securities or other
assets or  property as may be issued or payable  with  respect to or in exchange
for the number of outstanding  Ordinary Shares which such Holder would have been
entitled to receive had such Holder exercised this Warrant  immediately prior to
the  consummation  of such Change.  The Company or its successor  shall promptly
issue to Holder a new Warrant for such new securities or other property. The new
Warrant shall provide for adjustments which shall be as nearly equivalent as may
be practicable to give effect to the adjustments  provided for in this Section 3
including,  without  limitation,  adjustments  to the  Warrant  Price and to the
number of securities or property issuable upon exercise of the new Warrant.  The
provisions of this Section 3.3 shall similarly apply to successive Changes.

                                                                          Page 2
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4. Ownership and Transfer.

4.1  Ownership  of This  Warrant.  The  Company may deem and treat the person in
whose  name  this  Warrant  is   registered  as  the  holder  and  owner  hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until  presentation of this Warrant for registration of transfer
as provided in this Section 4.

4.2  Transfer  and  Replacement.  This  Warrant  and all  rights  hereunder  are
transferable  in whole or in part upon the books of the  Company  by the  Holder
hereof in person or by duly authorized attorney,  and a new Warrant or Warrants,
of the same tenor as this Warrant but  registered in the name of the  transferee
or  transferees  (and in the  name  of the  Holder,  if a  partial  transfer  is
effected)  shall be made and  delivered  by the Company  upon  surrender of this
Warrant duly endorsed,  at the office of the Company in accordance  with Section
5.1 hereof. Upon receipt by the Company of evidence  reasonably  satisfactory to
it of the loss,  theft or  destruction,  and,  in such  case,  of  indemnity  or
security  reasonably  satisfactory  to it, and upon surrender of this Warrant if
mutilated,  the Company  will make and  deliver a new Warrant of like tenor,  in
lieu of this Warrant;  provided that if the Holder hereof is an  instrumentality
of a state or local government or an institutional  holder or a nominee for such
an instrumentality or institutional holder an irrevocable agreement of indemnity
by such Holder  shall be  sufficient  for all purposes of this  Warrant,  and no
evidence of loss or theft or destruction shall be necessary.  This Warrant shall
be promptly  cancelled by the Company upon the  surrender  hereof in  connection
with any transfer or  replacement.  Except as otherwise  provided  above, in the
case of the loss,  theft or destruction of a Warrant,  the Company shall pay all
expenses,  taxes and other charges  payable in  connection  with any transfer or
replacement  of this Warrant,  other than income taxes and stock  transfer taxes
(if any) payable in connection  with a transfer of this Warrant,  which shall be
payable by the Holder.  Holder  will not  transfer  this  Warrant and the rights
hereunder except in compliance with federal and state securities laws and except
after  providing  evidence of such  compliance  reasonably  satisfactory  to the
Company.

5. Miscellaneous Provisions.

5.1  Notices.  Any notices  required or permitted to be given under the terms of
this  Agreement  shall be sent by certified or registered  mail (return  receipt
requested) or delivered  personally or by courier or by confirmed telecopy , and
shall be effective five days after being placed in the mail, if mailed,  or upon
receipt  or  refusal  of  receipt,  if  delivered  personally  or by  courier or
confirmed  telecopy,  in each case addressed to a party.  The addresses for such
communications shall be: Futuremedia Plc, Nile House, Nile Street, Brighton, BN1
1HW,  Fax:  +44 (0) 1273  829702,  with a copy to:  Mark A. Dorff,  Esq.,  Brown
Rudnick / 8 Clifford  Street / London W1S 2LQ,  Fax:  +44-20-7851-6100.  If to a
Fund or M.A.G.:  M.A.G.  Capital,  LLC, 555 South Flower Street, Suite 4200, Los
Angeles, CA 90071, Telephone No.: (213) 533-8288, Facsimile No.: (213) 533-8285,
Attention:  David  Firestone,  with a copy to Sheppard  Mullin Richter & Hampton
LLP, 333 South Hope Street,  48th Floor, Los Angeles,  CA 90071-1448,  Facsimile
No.: (213) 620-1398,  Attention: David C. Ulich. Each party hereto may from time
to time change its address or facsimile  number for notices under this Section 8
by giving at least ten (10) days' prior written  notice of such changed  address
or facsimile number, in the case of the Funds to the Company, and in the case of
the Company to all of the Funds and M.A.G.

5.2 All notices,  requests and  approvals  required by this Warrant  shall be in
writing and shall be conclusively  deemed to be given (i) when hand-delivered to
the other  party,  (ii) when  received if sent by  facsimile  at the address and
number set forth above;  provided that notices  given by facsimile  shall not be
effective,  unless  either  (a) a  duplicate  copy of such  facsimile  notice is
promptly given by depositing the same in the mail, postage prepaid and addressed
to the party as set forth below or (b) the  receiving  party  delivers a written
confirmation of receipt for such notice by any other method permitted under this
paragraph;  and further  provided  that any notice given by  facsimile  received
after  5:00 p.m.  (recipient's  time) or on a  non-business  day shall be deemed
received on the next business day; (iii) five (5) business days after deposit in
the United States or United Kingdom mail,  certified,  return receipt requested,
postage prepaid, and addressed to the party as set forth below; or (iv) the next
business day after deposit with an  international  overnight  delivery  service,
postage  prepaid,  addressed to the party as set forth below with next  business
day delivery guaranteed;  provided that the sending party receives  confirmation
of delivery from the delivery service provider.

5.3 No Rights as  Shareholder;  Limitation of Liability.  This Warrant shall not
entitle the Holder to any of the rights of a shareholder  of the Company  except
upon exercise in accordance with the terms hereof.  No provision  hereof, in the
absence of  affirmative  action by the  Holder to  purchase  shares of  Ordinary
Shares,  and no mere  enumeration  herein  of the  rights or  privileges  of the
Holder,  shall give rise to any  liability  of the Holder for the Warrant  Price
hereunder or as a shareholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.

5.4 Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York as applied to  agreements  among New York
residents  made and to be  performed  entirely  within  the  State of New  York,
without giving effect to the conflict of law principles thereof.

5.5  Binding  Effect on  Successors.  This  Warrant  shall be  binding  upon any
corporation  succeeding the Company by merger,  consolidation  or acquisition of
all or substantially all of the Company's assets and/or  securities.  All of the
obligations of the Company  relating to the Shares issuable upon the exercise of
this Warrant shall survive the exercise and termination of this Warrant.  All of
the  covenants  and  agreements of the Company shall inure to the benefit of the
successors and assigns of the Holder.

5.6 Waiver,  Amendments and Headings.  This Warrant and any provision hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed by both parties (either generally or in a particular  instance and either
retroactively or  prospectively).  The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.

5.7 Reseverd.

5.8  Attorneys'  Fees and  Disbursements.  If any  action at law or in equity is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party or parties  shall be entitled  to receive  from the other party or parties
reasonable  attorneys' fees and disbursements in addition to any other relief to
which the prevailing party or parties may be entitled.

                                                                          Page 3
<PAGE>


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer this     day of           , 2005.


COMPANY:
                                     FUTUREMEDIA PLC



                                     By
                                        -------------------------------------

                                     Print Name:
                                                -----------------------------

                                     Title:
                                            ---------------------------------

                                                                          Page 4
<PAGE>


                                   SCHEDULE A

                           FORM OF NOTICE OF EXERCISE

                [To be signed only upon exercise of the Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO EXERCISE THE WITHIN WARRANT


The undersigned hereby elects to purchase         shares of Ordinary Shares (the
"Shares") of Futuremedia PLC under the Warrant to Purchase Ordinary Shares dated
May __ , 2005,  which the  undersigned  is entitled to purchase  pursuant to the
terms of such Warrant. The undersigned has delivered  $         ,  the aggregate
Warrant  Price  for         Shares  purchased  herewith,  in  full in cash or by
certified or official bank check or wire transfer.

      Please issue a certificate  or  certificates  representing  such shares of
Ordinary  Shares  in the name of the  undersigned  or in such  other  name as is
specified below and in the denominations as is set forth below:

      -----------------------------------------------------------------------
      [Type Name of Holder as it should appear on the stock certificate]

      -----------------------------------------------------------------------
      [Requested  Denominations  - if no  denomination  is  specified,  a single
      certificate will be issued]

      The  initial  address of such Holder to be entered on the books of Company
shall                                                                        be:

-----------------------------------------------------------------------

-----------------------------------------------------------------------

-----------------------------------------------------------------------

      The  undersigned  hereby  represents and warrants that the  undersigned is
acquiring such shares for his own account for investment  purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.



                     By:
                        --------------------------------------------------------

                     Print Name:
                                ------------------------------------------------

                     Title:
                           -----------------------------------------------------

                     Dated:
                           -----------------------------------------------------

                                       -1-

<PAGE>

                               FORM OF ASSIGNMENT
                                    (ENTIRE)

               [To be signed only upon transfer of entire Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT



FOR  VALUE  RECEIVED ______________________________ hereby  sells,  assigns  and
transfers  unto _________________________________ all rights of the  undersigned
under and  pursuant  to the within  Warrant,  and the  undersigned  does  hereby
irrevocably  constitute and appoint  ______________________ Attorney to transfer
the said  Warrant  on the  books  of _____________________, with  full  power of
substitution.





[Type Name of Holder]



By:
     ----------------------------------------------
Title:
        -------------------------------------------



Dated:
        -------------------------------------------




NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant,  without  alteration or enlargement
or any change whatsoever.

                                       -1-

<PAGE>

                               FORM OF ASSIGNMENT
                                    (PARTIAL)

              [To be signed only upon partial transfer of Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT


FOR VALUE  RECEIVED  ______________________________  hereby  sells,  assigns and
transfers unto ____________________________ (i) the rights of the undersigned to
purchase  _________________  shares of Ordinary Shares under and pursuant to the
within  Warrant,  and (ii) on a  non-exclusive  basis,  all other  rights of the
undersigned  under and pursuant to the within Warrant,  it being understood that
the undersigned shall retain, severally (and not jointly) with the transferee(s)
named herein, all rights assigned on such  non-exclusive  basis. The undersigned
does hereby irrevocably constitute and appoint ________________________ Attorney
to transfer the said Warrant on the books of Futuremedia PLC, with full power of
substitution.


[Type Name of Holder]

By:
     ----------------------------------------------
Title:
        -------------------------------------------



Dated:
        -------------------------------------------



NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant,  without  alteration or enlargement
or any change whatsoever.