0001144204-06-016741 Sample Contracts

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • April 25th, 2006 • Futuremedia PLC • Services-prepackaged software • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2006, by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

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FUTUREMEDIA PLC Secured Convertible Note Due April 19, 2009
Futuremedia PLC • April 25th, 2006 • Services-prepackaged software

This Secured Convertible Note (the “Note”) is issued by FUTUREMEDIA PLC, an English corporation (the “Obligor”), to ___________________ (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 25th, 2006 • Futuremedia PLC • Services-prepackaged software • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2006, by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • April 25th, 2006 • Futuremedia PLC • Services-prepackaged software

THIS AMENDMENT NO.1 (the “Amendment”) is made and entered into effective as of April 19, 2006, to that certain Investor Registration Rights Agreement (the “Agreement”) dated December 15, 2005 by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company”) and CORNELL CAPITAL PARTNERS, LP (the “Investor”).

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