Exhibit
                4.5 

            	
              Execution
                Copy

            


    

     

    

       

       

      ESCROW
        AGREEMENT

       

      THIS
        ESCROW AGREEMENT
        (this
“Agreement”)
        is
        made and entered into as of December 19, 2005 FUTUREMEDIA
        PLC, a
        corporation organized and existing under the laws of England and Wales (the
        “Company”);
        the
        Buyer(s) listed on the Securities Purchase Agreement, dated the date
        hereof (also referred to as the “Investor(s)”),
        and
DAVID
        GONZALEZ, ESQ.,
        as
        Escrow Agent hereunder (the “Escrow
        Agent”).

       

       

      BACKGROUND

       

      WHEREAS,
        the
        Company and the Investor(s) have entered into a Securities Purchase Agreement
        (the “Securities
        Purchase Agreement”),
        dated
        as of the date hereof, pursuant to which the Company proposes to sell secured
        convertible notes (the “Convertible
        Notes”)
        which
        shall be convertible into the Company’s Ordinary Shares (as evidenced by
        American Depositary Shares, as evidenced by American Depositary Receipts
        by
        selling shareholders (the “Ordinary
        Shares”),
        for a
        total purchase price of Two Million Five Hundred Thousand Dollars ($2,500,000).
        The Securities Purchase Agreement provides that the Investor(s) shall deposit
        the purchase amount in a segregated escrow account to be held by Escrow Agent
        in
        order to effectuate a disbursement to the Company at a closing to be held
        as set
        forth in the Securities Purchase Agreement (the “Closing”).

       

      WHEREAS,
        the
        Company intends to sell Convertible Notes (the “Offering”).

       

      WHEREAS,
        Escrow
        Agent has agreed to accept, hold, and disburse the funds deposited with it
        in
        accordance with the terms of this Agreement.

       

      WHEREAS,
        in
        order to establish the escrow of funds and to effect the provisions of the
        Securities Purchase Agreement, the parties hereto have entered into this
        Agreement.

       

      NOW
        THEREFORE,
        in
        consideration of the foregoing, it is hereby agreed as follows:

       

      1.  Definitions.
        The
        following terms shall have the following meanings when used herein:

       

      a.  “Escrow
        Funds”
shall
        mean the funds deposited with Escrow Agent pursuant to this
        Agreement.

       

      b.  “Joint
        Written Direction” shall
        mean a written direction
        executed by the Investor(s) and the Company directing Escrow Agent to disburse
        all or a portion of the Escrow Funds or to take or refrain from taking any
        action pursuant to this Agreement.

       

      c.  “Escrow
        Period”
shall
        begin with the commencement of the Offering and shall terminate upon the
        earlier
        to occur of the following dates:

       

      (i)  The
        date
        upon which Escrow Agent confirms that it has received in the Escrow Account
        all
        of the proceeds of the sale of the Convertible Notes; 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (ii)  The
        expiration of twenty (20) days from the date of commencement of the Offering
        (unless extended by mutual written agreement between the Company and the
        Investor(s) with a copy of such extension to Escrow Agent); or

       

      (iii)  The
        date
        upon which a determination is made by the Company and the Investor(s) to
        terminate the Offering prior to the sale of all the Convertible
        Notes.

       

      During
        the Escrow Period, the Company and the Investor(s) are aware that they are
        not
        entitled to any funds received into escrow and no amounts deposited in the
        Escrow Account shall become the property of the Company or the Investor(s)
        or
        any other entity, or be subject to the debts of the Company or the Investor(s)
        or any other entity.

       

      2.  Appointment
        of and Acceptance by Escrow Agent.
        The
        Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow
        Agent
        hereunder. Escrow Agent hereby accepts such appointment and, upon receipt
        by
        wire transfer of the Escrow Funds in accordance with Section 3 below, agrees
        to
        hold, invest and disburse the Escrow Funds in accordance with this Agreement.
        The Company hereby acknowledges that the Escrow Agent is general counsel
        to the
        Investor(s), a partner in the general partner of the Investor(s), and counsel
        to
        the Investor(s) in connection with the transactions contemplated and referred
        herein. The Company agrees that in the event of any dispute arising in
        connection with this Escrow Agreement or otherwise in connection with any
        transaction or agreement contemplated and referred herein, the Escrow Agent
        shall be permitted to continue to represent the Investor(s) and the Company
        will
        not seek to disqualify such counsel. 

       

      3.  Creation
        of Escrow Funds.
        On or
        prior to the date of the commencement of the Offering, the parties shall
        establish an escrow account with the Escrow Agent, which escrow account shall
        be
        entitled as follows: Futuremedia PLC/Cornell Capital Partners, LP Escrow
        Account
        for the deposit of the Escrow Funds. The Investor(s) will instruct subscribers
        to wire funds to the account of the Escrow Agent as follows:

       

      
        	
                Bank:

              	
                Wachovia,
                  N.A. of New Jersey

              
	
                Routing
                  #:

              	
                031201467

              
	
                Account
                  #:

              	
                2000014931134

              
	
                Name
                  on Account:

              	
                David
                  Gonzalez Attorney Trust Account

              
	
                Name
                  on Sub-Account:

              	
                Futuremedia
                  PLC/Cornell Capital Partners, LP Escrow Account

              
	 	 


      

      4.  Deposits
        into the Escrow Account.
        The
        Investor(s) agrees that they shall promptly deliver funds for the payment
        of the
        Convertible Notes to Escrow Agent for deposit in the Escrow
        Account.

       

      5.  Disbursements
        from the Escrow Account.

       

      a.  The
        Escrow Agent will continue to hold such funds until Cornell Capital Partners,
        LP
        on behalf of the Investor(s) and Company execute a Joint Written Direction
        directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
        Written Direction signed by the Company and the Investor(s). In disbursing
        such
        funds, Escrow Agent is authorized to rely upon such Joint Written Direction
        from
        the Company and the Investor(s) and may accept any signatory from the Company
        listed on the signature page to this Agreement and any signature from the
        Investor(s) that the Escrow Agent already has on file.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      b.  In
        the
        event Escrow Agent does not receive the amount of the Escrow Funds from the
        Investor(s), Escrow Agent shall notify the Company and the Investor(s). Upon
        receipt of payment instructions from the Company, Escrow Agent shall refund
        to
        each subscriber without interest the amount received from each Investor(s),
        without deduction, penalty, or expense to the subscriber. The purchase money
        returned to each subscriber shall be free and clear of any and all claims
        of the
        Company, the Investor(s) or any of their creditors.

       

      c.  In
        the
        event Escrow Agent does receive the amount of the Escrow Funds prior to
        expiration of the Escrow Period, in no event will the Escrow Funds be released
        to the Company until such amount is received by Escrow Agent in collected
        funds.
        For purposes of this Agreement, the term “collected funds” shall mean all funds
        received by Escrow Agent which have cleared normal banking channels and are
        in
        the form of cash.

       

      6.  Collection
        Procedure.
        Escrow
        Agent is hereby authorized to deposit the proceeds of each wire in the Escrow
        Account.

       

      7.  Suspension
        of Performance: Disbursement Into Court.
        If at
        any time, there shall exist any dispute between the Company and the Investor(s)
        with respect to holding or disposition of any portion of the Escrow Funds
        or any
        other obligations of Escrow Agent hereunder, or if at any time Escrow Agent
        is
        unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition
        of any portion of the Escrow Funds or Escrow Agent’s proper actions with respect
        to its obligations hereunder, or if the parties have not within thirty (30)
        days
        of the furnishing by Escrow Agent of a notice of resignation pursuant to
        Section
        9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow
        Agent
        may, in its sole discretion, take either or both of the following
        actions:

       

      a.  suspend
        the performance of any of its obligations (including without limitation any
        disbursement obligations) under this Escrow Agreement until such dispute
        or
        uncertainty shall be resolved to the sole satisfaction of Escrow Agent or
        until
        a successor Escrow Agent shall be appointed (as the case may be); provided
        however, Escrow Agent shall continue to invest the Escrow Funds in accordance
        with Section 8 hereof; and/or

       

      b.  petition
        (by means of an interpleader action or any other appropriate method) any
        court
        of competent jurisdiction in any venue convenient to Escrow Agent, for
        instructions with respect to such dispute or uncertainty, and to the extent
        required by law, pay into such court, for holding and disposition in accordance
        with the instructions of such court, all funds held by it in the Escrow Funds,
        after deduction and payment to Escrow Agent of all fees and expenses (including
        court costs and attorneys’ fees) payable to, incurred by, or expected to be
        incurred by Escrow Agent in connection with performance of its duties and
        the
        exercise of its rights hereunder.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      c.  Escrow
        Agent shall have no liability to the Company, the Investor(s), or any person
        with respect to any such suspension of performance or disbursement into court,
        specifically including any liability or claimed liability that may arise,
        or be
        alleged to have arisen, out of or as a result of any delay in the disbursement
        of funds held in the Escrow Funds or any delay in with respect to any other
        action required or requested of Escrow Agent.

       

      8.  Investment
        of Escrow Funds.
        Escrow
        Agent shall deposit the Escrow Funds in a non-interest bearing account.


       

      If
        Escrow
        Agent has not received a Joint Written Direction at any time that an investment
        decision must be made, Escrow Agent shall maintain the Escrow Funds, or such
        portion thereof, as to which no Joint Written Direction has been received,
        in a
        non-interest bearing account. 

       

      9.  Resignation
        and Removal of Escrow Agent.
        Escrow
        Agent may resign from the performance of its duties hereunder at any time
        by
        giving thirty (30) days’ prior written notice to the parties or may be removed,
        with or without cause, by the parties, acting jointly, by furnishing a Joint
        Written Direction to Escrow Agent, at any time by the giving of ten (10)
        days’
prior written notice to Escrow Agent as provided herein below. Upon any such
        notice of resignation or removal, the representatives of the Investor(s)
        and the
        Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall
        appoint a successor Escrow Agent hereunder, which shall be a commercial bank,
        trust company or other financial institution with a combined capital and
        surplus
        in excess of $10,000,000.00. Upon the acceptance in writing of any appointment
        of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow
        Agent shall thereupon succeed to and become vested with all the rights, powers,
        privileges and duties of the retiring Escrow Agent, and the retiring Escrow
        Agent shall be discharged from its duties and obligations under this Escrow
        Agreement, but shall not be discharged from any liability for actions taken
        as
        Escrow Agent hereunder prior to such succession. After any retiring Escrow
        Agent’s resignation or removal, the provisions of this Escrow Agreement shall
        inure to its benefit as to any actions taken or omitted to be taken by it
        while
        it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent
        shall
        transmit all records pertaining to the Escrow Funds and shall pay all funds
        held
        by it in the Escrow Funds to the successor Escrow Agent, after making copies
        of
        such records as the retiring Escrow Agent deems advisable and after deduction
        and payment to the retiring Escrow Agent of all fees and expenses (including
        court costs and attorneys’ fees) payable to, incurred by, or expected to be
        incurred by the retiring Escrow Agent in connection with the performance
        of its
        duties and the exercise of its rights hereunder.

       

      10.  Liability
        of Escrow Agent.

       

      a.  Escrow
        Agent shall have no liability or obligation with respect to the Escrow Funds
        except for Escrow Agent’s willful misconduct or gross negligence. Escrow Agent’s
        sole responsibility shall be for the safekeeping, investment, and disbursement
        of the Escrow Funds in accordance with the terms of this Agreement. Escrow
        Agent
        shall have no implied duties or obligations and shall not be charged with
        knowledge or notice or any fact or circumstance not specifically set forth
        herein. Escrow Agent may rely upon any instrument, not only as to its due
        execution, validity and effectiveness, but also as to the truth and accuracy
        of
        any information contained herein, which Escrow Agent shall in good faith
        believe
        to be genuine, to have been signed or presented by the person or parties
        purporting to sign the same and conform to the provisions of this Agreement.
        In
        no event shall Escrow Agent be liable for incidental, indirect, special,
        and
        consequential or punitive damages. Escrow Agent shall not be obligated to
        take
        any legal action or commence any proceeding in connection with the Escrow
        Funds,
        any account in which Escrow Funds are deposited, this Agreement or the Purchase
        Agreement, or to appear in, prosecute or defend any such legal action or
        proceeding. Escrow Agent may consult legal counsel selected by it in any
        event
        of any dispute or question as to construction of any of the provisions hereof
        or
        of any other agreement or its duties hereunder, or relating to any dispute
        involving any party hereto, and shall incur no liability and shall be fully
        indemnified from any liability whatsoever in acting in accordance with the
        opinion or instructions of such counsel. The Company and the Investor(s)
        jointly
        and severally shall promptly pay, upon demand, the reasonable fees and expenses
        of any such counsel.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      b.  Escrow
        Agent is hereby authorized, in its sole discretion, to comply with orders
        issued
        or process entered by any court with respect to the Escrow Funds, without
        determination by Escrow Agent of such court’s jurisdiction in the matter. If any
        portion of the Escrow Funds is at any time attached, garnished or levied
        upon
        under any court order, or in case the payment, assignment, transfer, conveyance
        or delivery of any such property shall be stayed or enjoined by any court
        order,
        or in any case any order judgment or decree shall be made or entered by any
        court affecting such property or any part thereof, then and in any such event,
        Escrow Agent is authorized, in its sole discretion, to rely upon and comply
        with
        any such order, writ judgment or decree which it is advised by legal counsel
        selected by it, binding upon it, without the need for appeal or other action;
        and if Escrow Agent complies with any such order, writ, judgment or decree,
        it
        shall not be liable to any of the parties hereto or to any other person or
        entity by reason of such compliance even though such order, writ judgment
        or
        decree may be subsequently reversed, modified, annulled, set aside or
        vacated.

       

      11.  Indemnification
        of Escrow Agent.
        From and
        at all times after the date of this Agreement, the parties jointly and
        severally, shall, to the fullest extent permitted by law and to the extent
        provided herein, indemnify and hold harmless Escrow Agent and each director,
        officer, employee, attorney, agent and affiliate of Escrow Agent (collectively,
        the “Indemnified
        Parties”)
        against any and all actions, claims (whether or not valid), losses, damages,
        liabilities, costs and expenses of any kind or nature whatsoever (including
        without limitation reasonable attorney’s fees, costs and expenses) incurred by
        or asserted against any of the Indemnified Parties from and after the date
        hereof, whether direct, indirect or consequential, as a result of or arising
        from or in any way relating to any claim, demand, suit, action, or proceeding
        (including any inquiry or investigation) by any person, including without
        limitation the parties to this Agreement, whether threatened or initiated,
        asserting a claim for any legal or equitable remedy against any person under
        any
        statute or regulation, including, but not limited to, any federal or state
        securities laws, or under any common law or equitable cause or otherwise,
        arising from or in connection with the negotiation, preparation, execution,
        performance or failure of performance of this Agreement or any transaction
        contemplated herein, whether or not any such Indemnified Party is a party
        to any
        such action or proceeding, suit or the target of any such inquiry or
        investigation; provided, however, that no Indemnified Party shall have the
        right
        to be indemnified hereunder for liability finally determined by a court of
        competent jurisdiction, subject to no further appeal, to have resulted from
        the
        gross negligence or willful misconduct of such Indemnified Party. If any
        such
        action or claim shall be brought or asserted against any Indemnified Party,
        such
        Indemnified Party shall promptly notify the Company and the Investor(s)
        hereunder in writing, and the Investor(s) and the Company shall assume the
        defense thereof, including the employment of counsel and the payment of all
        expenses. Such Indemnified Party shall, in its sole discretion, have the
        right
        to employ separate counsel (who may be selected by such Indemnified Party
        in its
        sole discretion) in any such action and to participate and to participate
        in the
        defense thereof, and the fees and expenses of such counsel shall be paid
        by such
        Indemnified Party, except that the Investor(s) and/or the Company shall be
        required to pay such fees and expense if (a) the Investor(s) or the Company
        agree to pay such fees and expenses, or (b) the Investor(s) and/or the Company
        shall fail to assume the defense of such action or proceeding, (c) the
        Investor(s) and the Company are the plaintiff in any such action or proceeding
        or (d) the named or potential parties to any such action or proceeding
        (including any potentially impleaded parties) include both the Indemnified
        Party, the Company and/or the Investor(s) and the Indemnified Party shall
        have
        been advised by counsel that there may be one or more legal defenses available
        to it which are different from or additional to those available to the Company
        or the Investor(s). The Investor(s) and the Company shall be jointly and
        severally liable to pay fees and expenses of counsel pursuant to the preceding
        sentence, except that any obligation to pay under clause (a) shall apply
        only to
        the party so agreeing. All such fees and expenses payable by the Company
        and/or
        the Investor(s) pursuant to the foregoing sentence shall be paid from time
        to
        time as incurred, both in advance of and after the final disposition of such
        action or claim. The obligations of the parties under this section shall
        survive
        any termination of this Agreement, and resignation or removal of the Escrow
        Agent shall be independent of any obligation of Escrow Agent.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      The
        parties agree that neither payment by the Company or the Investor(s) of any
        claim by Escrow Agent for indemnification hereunder shall impair, limit,
        modify,
        or affect, as between the Investor(s) and the Company, the respective rights
        and
        obligations of Investor(s), on the one hand, and the Company, on the other
        hand.

       

      12.  Expenses
        of Escrow Agent.
        Except
        as set forth in Section 11 the Company and the Investor(s) jointly and severally
        shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
        including attorneys’ fees, travel expenses, telephone and facsimile transmission
        costs, postage (including express mail and overnight delivery charges), copying
        charges and the like. All of the compensation and reimbursement obligations
        set
        forth in this Section shall be payable upon demand by Escrow Agent. The
        obligations of the Company under this Section shall survive any termination
        of
        this Agreement and the resignation or removal of Escrow Agent.

       

      13.  Warranties.

       

      a.  The
        Investor(s) makes the following representations and warranties to Escrow
        Agent:

       

      (i)  The
        Investor(s) has full power and authority to execute and deliver this Agreement
        and to perform its obligations hereunder.

       

      (ii)  This
        Agreement has been duly approved by all necessary action of the Investor(s),
        including any necessary approval of the limited partner of the Investor(s)
        or
        necessary corporate approval, as applicable, has been executed by duly
        authorized officers of the Investor(s), enforceable in accordance with its
        terms.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      (iii)  The
        execution, delivery, and performance of the Investor(s) of this Agreement
        will
        not violate, conflict with, or cause a default under any agreement of limited
        partnership of Investor(s) or the articles of incorporation or bylaws of
        the
        Investor(s) (as applicable), any applicable law or regulation, any court
        order or administrative ruling or degree to which the Investor(s) is a party
        or
        any of its property is subject, or any agreement, contract, indenture, or
        other
        binding arrangement.

       

      (iv)  Mark
        Angelo has been duly appointed to act as the representative of the Investor(s)
        hereunder and has full power and authority to execute, deliver, and perform
        this
        Escrow Agreement, to execute and deliver any Joint Written Direction, to
        amend,
        modify, or waive any provision of this Agreement, and to take any and all
        other
        actions as the Investor(s)’s representative under this Agreement, all without
        further consent or direction form, or notice to, the Investor(s) or any other
        party.

       

      (v)  No
        party
        other than the parties hereto and the Investor(s)s have, or shall have, any
        lien, claim or security interest in the Escrow Funds or any part thereof.
        No
        financing statement under the Uniform Commercial Code is on file in any
        jurisdiction claiming a security interest in or describing (whether specifically
        or generally) the Escrow Funds or any part thereof.

       

      (vi)  All
        of
        the representations and warranties of the Investor(s) contained herein are
        true
        and complete as of the date hereof and will be true and complete at the time
        of
        any disbursement from the Escrow Funds.

       

      b.  The
        Company makes the following representations and warranties to the Escrow
        Agent:

       

      (i)  The
        Company is
        a
        corporation duly organized, validly existing, and in good standing under
        the
        laws of England and Wales and has full power and authority to execute and
        deliver this Agreement and to perform its obligations hereunder.

       

      (ii)  This
        Agreement has been duly approved by all necessary corporate action of the
        Company, including any necessary shareholder approval, has been executed
        by duly
        authorized officers of the Company, enforceable in accordance with its
        terms.

       

      (iii)  The
        execution, delivery, and performance by the Company of this Agreement is
        in
        accordance with the Securities Purchase Agreement and will not violate, conflict
        with, or cause a default under the certificate of incorporation or bylaws
        of the
        Company, any applicable law or regulation, any court order or administrative
        ruling or decree to which the Company is a party or any of its property is
        subject, or any agreement, contract, indenture, or other binding arrangement,
        including without limitation to the Securities Purchase Agreement, to which
        the
        Company is a party.

       

      (iv)  Leonard
        M. Fertig and Andrew Haire each has been duly appointed to act as the
        representative of the Company hereunder and each has full power and authority
        to
        execute, deliver, and perform this Agreement, to execute and deliver any
        Joint
        Written Direction, to amend, modify or waive any provision of this Agreement
        and
        to take all other actions as the Company’s Representative under this Agreement,
        all without further consent or direction from, or notice to, the Company
        or any
        other party.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      (v)  No
        party
        other than the parties hereto and the Investor(s)s have, or shall have, any
        lien, claim or security interest in the Escrow Funds or any part thereof.
        No
        financing statement under the Uniform Commercial Code is on file in any
        jurisdiction claiming a security interest in or describing (whether specifically
        or generally) the Escrow Funds or any part thereof.

       

      (vi)  All
        of
        the representations and warranties of the Company contained herein are true
        and
        complete as of the date hereof and will be true and complete at the time
        of any
        disbursement from the Escrow Funds.

       

      14.  Consent
        to Jurisdiction and Venue.
        In the
        event that any party hereto commences a lawsuit or other proceeding relating
        to
        or arising from this Agreement, the parties hereto agree that the United
        States
        District Court for the District of New Jersey shall have the sole and exclusive
        jurisdiction over any such proceeding. If all such courts lack federal subject
        matter jurisdiction, the parties agree that the Superior Court Division of
        New
        Jersey, Chancery Division of Hudson County shall have sole and exclusive
        jurisdiction. Any of these courts shall be proper venue for any such lawsuit
        or
        judicial proceeding and the parties hereto waive any objection to such venue.
        The parties hereto consent to and agree to submit to the jurisdiction of
        any of
        the courts specified herein and agree to accept the service of process to
        vest
        personal jurisdiction over them in any of these courts.

       

      15.  Notice.
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed to have been validly served, given or delivered five (5) days after
        deposit in the United States mails, by certified mail with return receipt
        requested and postage prepaid, when delivered personally, two Business Days
        delivered to any internationally recognized courier, or one Business Day
        when
        transmitted by facsimile transmission and upon confirmation of receipt and
        addressed to the party to be notified as follows:

       

      
        	
                If
                  to Investor(s), to:

              	
                Cornell
                  Capital Partners, LP

              
	 	
                101
                  Hudson Street - Suite 3700

              
	 	
                Jersey
                  City, NJ 07302

              
	 	
                Attention: Mark
                  Angelo

              
	 	
                                   
                  Portfolio Manager

              
	 	
                Telephone: (201)
                  985-8300

              
	 	
                Facsimile:
                   (201)
                  985-8266

              
	 	 
	
                If
                  to Escrow Agent, to:

              	
                Troy
                  Rillo, Esq.

              
	 	
                101
                  Hudson Street - Suite 3700

              
	 	
                Jersey
                  City, NJ 07302

              
	 	
                Telephone: (201)
                  985-8300

              
	 	
                Facsimile: (201)
                  985-8266

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
        	
                If
                  to the Company, to:

              	
                Futuremedia
                  PLC

              
	 	
                Nile
                  House, Nile Street

              
	 	
                Brighton,
                  East Sussex BN1 1HW, United Kingdom 

              
	 	
                Attention: Leonard
                  M. Fertig, CEO

              
	 	
                Telephone: +44
                  1273 829700

              
	 	
                Facsimile: +44
                  1273 829702

              
	 	 
	
                With
                  a copy to:

              	
                Brown
                  Rudnick

              
	 	
                8
                  Clifford Street

              
	 	
                London,
                  W1S 2LQ

              
	 	
                Attention: Mark
                  A. Dorff

              
	 	
                Telephone: +44
                  20 7851 6005

              
	 	
                Facsimile: +44
                  20 7851 6100

              
	 	 


      

      


       

      Or
        to
        such other address as each party may designate for itself by like
        notice.

       

      16.  Amendments
        or Waiver.
        This
        Agreement may be changed, waived, discharged or terminated only by a writing
        signed by the parties hereto. No delay or omission by any party in exercising
        any right with respect hereto shall operate as waiver. A waiver on any one
        occasion shall not be construed as a bar to, or waiver of, any right or remedy
        on any future occasion.

       

      17.  Severability.
        To the
        extent any provision of this Agreement is prohibited by or invalid under
        applicable law, such provision shall be ineffective to the extent of such
        prohibition, or invalidity, without invalidating the remainder of such provision
        or the remaining provisions of this Agreement.

       

      18.  Governing
        Law.
        This
        Agreement shall be construed and interpreted in accordance with the internal
        laws of the State of New Jersey without giving effect to the conflict of
        laws
        principles thereof.

       

      19.  Entire
        Agreement.
        This
        Agreement constitutes the entire Agreement between the parties relating to
        the
        holding, investment, and disbursement of the Escrow Funds and sets forth
        in
        their entirety the obligations and duties of the Escrow Agent with respect
        to
        the Escrow Funds.

       

      20.  Binding
        Effect.
        All of
        the terms of this Agreement, as amended from time to time, shall be binding
        upon, inure to the benefit of and be enforceable by the respective heirs,
        successors and assigns of the Investor(s), the Company, or the Escrow
        Agent.

       

      21.  Execution
        of Counterparts.
        This
        Agreement and any Joint Written Direction may be executed in counter parts,
        which when so executed shall constitute one and same agreement or
        direction.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      22.  Termination.
        Upon the
        first to occur of the disbursement of all amounts in the Escrow Funds pursuant
        to Joint Written Directions or the disbursement of all amounts in the Escrow
        Funds into court pursuant to Section 7 hereof, this Agreement shall terminate
        and Escrow Agent shall have no further obligation or liability whatsoever
        with
        respect to this Agreement or the Escrow Funds.

       

       

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      IN
        WITNESS WHEREOF
        the
        parties have hereunto set their hands and seals the day and year above set
        forth.

       

       

        	 	 	 
	 	
                Futuremedia
                  PLC

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                Name: Leonard
                  Fertig

                
                  Title: CEO

                

              


      

      
        	 	 	 
	 	
                Cornell
                  Capital Partners, LP

              
	 
 	 
 	 
 
	 	
                By: Yorkville
                  Advisors, LLC
                  
                  Its: General
                    Partner

                

              


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                Name: Mark
                  Angelo

                
                  Title: Portfolio
                    Manager

                

              


      

      
        	 	 	 
	 	 
	 	
                Escrow
                  Agent

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

                Name: David
                  Gonzalez, Esq.

              


      

       

      
        
           

        

        
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