Exhibit 2.b.i.3

THIS
FIFTH SUPPLEMENTAL AGREEMENT is dated 25th May, 2001 and made between:

WHEREAS:

IT
IS AGREED as follows:

1. INTERPRETATION



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2. WAIVERS

(a) Financial covenant waivers





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(b) Group re-organisation



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(c) Mirabridge Transfer





(d) Australian Acquisition



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(e) Annual Audited Accounts



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3. AMENDMENTS TO THE CREDIT AGREEMENT





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4. FURTHER AMENDMENTS TO THE CREDIT AGREEMENT

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5. REPRESENTATIONS AND WARRANTIES





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6. CONDITIONS PRECEDENT





7. CONDITIONS SUBSEQUENT

8. INCORPORATION

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9. GUARANTORS



10. SECURITY



11. FEES AND EXPENSES



12. MISCELLANEOUS

13. COUNTERPARTS



14. GOVERNING LAW



This
Supplemental Agreement has been entered into on the date first stated at the beginning of this Supplemental Agreement.

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SCHEDULE 1
SCHEDULE 12
INTERNET ACCOUNTING RULES
INCOME STATEMENT

GENERAL RULES

Trader.com
now needs to present separate Online (Internet-related) and Offline (Print-related) financial statements.

The
applicable method for splitting revenues and costs (until EBITDA only) is the following:

Private Classified AdsRevenue

Overall definition

It
represents revenue from classified and photo ads (including upselling) placed by individuals.

In
particular, classified ads do not include professional, commercial and auto dealer ads, which are classified in professional ads (see Professional adsRevenue).

Classified
ads revenue shouldnotinclude revenues from related paid telephone and fax lines which are included in Other revenues.





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Private Classified AdsAds solicitation costs



It
represents salaries, commissions, bonuses, fringe benefits and social charges related to active telemarketing activities (outbound) related to classified ads, excluding supervisors' salaries which
are included in Classified adsSalary. It also includes all other direct costs linked to the ads solicitation process (direct mailing costs,...).





Private Classified AdsCommissions

Overall definition

It
represents commissions to employees or subcontractors responsible for classified ads revenue (refer to list in Classified adsSalary)

In
particular, if ad takers (see Direct production costSalary) also do upselling, the variable part of their salary (commissions, bonuses), directly linked to upselling of classified ads,
must be located in commission.

Split
between classified ads and professional ads: refer to Classified adsAds solicitation



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Private Classified AdsSalary



It
represents salary expenses (including fringe benefits and social charges), of employees working directly for the classified ads, such as photographers, classified ads supervisors.

Split
between classified ads and professional ads: refer to Classified adsAds solicitation







All
salaries of non fully dedicated personnel must be allocated using the calculated prorata of total classified ads revenue or, if more appropriate (in the opinion of management) based on management
assessment of time and effort expended on Internet related activities.



It
represents revenue from classified ads placed by professionals, dealers.

Split
between classified ads and professional ads: refer to Classified adsRevenue



Refer
to Classified adsRevenue

Professional adsAds solicitation



Refer
to Classified adsAds solicitation



Refer
to classified adsAds solicitation

In
addition, specific online costs could also include for example salaries related to outbound personnel who place free ads on the website only.

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Professional adsCommissions

Refer
to Classified adsCommissions

Professional adsSalary

Refer
to Classified adsSalary

DisplayRevenue



It
represents revenue from display advertising, including barter revenues as well as minisites, banners... on a website.









DisplayAds solicitation



Refer
to Classified adsAds solicitation



Refer
to Classified adsAds solicitation

DisplayCommissions



It
represents commissions to employees, and subcontractors responsible for display revenues such as external agencies (ex: Doubleclick for online revenue...) or external sales representatives.



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DisplaySalary



It
represents salary expenses (including fringe benefits and social charges) of employees, subcontractors and supervisors working directly for display revenue.

In
particular, it should include display photographers.



Salaries
related to fully dedicated online personnel

Salaries
related to fully dedicated offline personnel





CirculationRevenue



It
represents gross revenues coming from sales and subscription of the publications, and more generally from access to the information included in the publications/websites.

In
particular, revenue from publications should be equal to:



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CirculationCommissions



It
represents commissions to employees and subcontractors responsible for circulation revenue.



It
should represent only specific offline costs, unless specific cases to justify.

CirculationSalary



It
represents salary expenses (including fringe benefits and social charges) of circulation supervisors, employees and subcontractors working directly for circulation.



It
should represent only specific offline costs, unless specific cases to justify.

CirculationTransportation and logistics



It
represents expenses linked to transportation/shipping of the publications to the end customer (mail expenses in case of subscriptions) or to the end distributor (in case of third party
distribution).



It
should represent only specific offline costs, unless specific cases to justify.

ServiceRevenue



It
represents revenue from referral or brokerage commissions (warranty, financing, insurance.....), or sale of other services.

It
should only represent the commission owed and billed by the company, and not the total premium paid by the final customer.



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None
identified

ServiceCommissions



It
represents commission expenses of employees and subcontractors responsible for service revenue.

In
particular, it should include commissions related to the sale of services by ad takers or telemarketing personnel. It should also include commissions paid to call centers or any other third party
selling services on our behalf.



Costs
are considered as non specific (except for identified dedicated expensesoutbound call centers, third party) and are allocated based on prorata of total Service revenues.

ServiceSalary



It
represents salary expenses (including fringe benefits and social charges) of employees, subcontractors and supervisors responsible for service revenues.



Costs
are considered as non specific (except for identified dedicated expenses, if any) and are allocated based on prorata of total Service revenues.

OtherRevenue



It
represents any revenue not listed in the above-mentioned categories.



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None
identified

OtherCommissions



It
represents commission expenses of employees and subcontractors responsible for other revenue (as defined above).



Refer
to breakdown in OtherRevenue

OtherSalary



It
represents salary expenses (including fringe benefits and social charges) of employees, subcontractors and supervisors responsible for service revenues.



Refer to breakdown in OtherRevenue

Direct Production CostSalary



It
represents salary expenses (including fringe benefits and social charges) of in-house personnel working on the production of our publications and websites, such as:

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All
persons fully dedicated to the online activity & website such as:



All
persons fully dedicated to the offline activity & publications (all persons if no website) such as:





Direct Production CostPaper



It
represents paper costs for the production of our publications.

If
no split is available or possible between paper / printing / other production costs from the printer, costs should be located in Other production costs

Breakdown offline/online

All
costs should be allocated to offline.

Direct Production CostStripping



It
represents subcontracted pre-press expenses (flashing, etc) or materials used internally in this process.



All
costs should be allocated to offline.

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Direct Production CostPrinting



It
represents the expenses related to the actual printing operations, including ink, set-up, etc. If no split is available or possible between paper/printing/other production costs from
the printer, costs should be located in Other production costs



All
costs should be allocated to offline.

Direct Production CostBinding



It
represents the expenses related to after-printing operations.



All
costs should be allocated to offline.

Direct Production CostOther



It
represents other costs not detailed above, such as subcontracted tasks which would be in Salary if internal (refer to Direct production costSalary).



Refer to Direct production costSalary

Marketing Cost



It
represents all marketing expenses, including salaries and expenses of marketing personnel, advertisement, barter, trade shows, research activity, promotional material, customer appreciation, etc.

In
particular, no costs of racks should be included, as they represent capital expenditures.



All
costs fully dedicated to the promotion of the websites such as:



All
costs fully dedicated to promotion of the publications

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All
marketing expenses concerning both publications & websites (overall campaign on the brand...) shall be allocated, based on (in the opinion of management,) management
assessment of time and effort expended on Internet related activities.

Cost of personnelGeneral and Administration



It
represents salary expenses (including fringe benefits and social charges) of employees not related to classified ads, professional ads, display, circulation, service, other revenues, and direct
cost. These costs should also include human resources costs (recruitment, training, relocation costs, payroll fees, etc).

Departments
involved are:



All
persons fully dedicated to online activity such as Internet managers.....

All
persons fully dedicated to offline activity such as managers in charge of circulation, production...

All
remaining persons, not fully dedicated to a specific activity.

Allocation
should be done based on prorata of total revenues or, if more appropriate (in the opinion of management) based on management assessment of time and effort expended on
Internet related activities. The resulting ratio of online costs and offline costs can be used to determine the allocation of non-specific general and administration cost.

Premises CostGeneral and Administration



It
represents for each location:

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Rent
expenses of specific Online offices, orfor shared officesbased on % surface occupied by fully dedicated online personnel.

Rent
expenses of specific Offline offices, orfor shared officesbased on % surface occupied by fully dedicated offline personnel.

Remaining
costssurface occupied by non fully dedicated personnelshould be allocated on the same basis as costs are shared for non specific personnel

Office ExpensesGeneral and Administration



It
represents general office expenses such as:



Costs
which are considered non specific (except for identified dedicated expensesrelated to specific personnel/office) and are to be allocated on the same basis as costs are shared for
non specific personnel.

TelephoneGeneral and Administration



It
represents expenses such as:

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Costs
are considered as non specific (except for identified dedicated expensesrelated to specific personnel/specific phone lines) and are to be allocated as non specific premises costs..

Travel and VehicleGeneral and Administration



It
represents expenses such as:



All
expenses fully dedicated to online such as:



All
expenses fully dedicated to offline such as:



All
remaining costs should be allocated on the same basis as for non specific personnel

Contract servicesGeneral and Administration



It
represents expenses such as:

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All
expenses related to specific online business.

All
expenses related to specific offline business.

All
remaining expenses should be allocated based on the same basis for non-specific personnel

Bank ChargesGeneral and Administration



It
represents expenses such as:



All
costs are considered as non specific (except for identified significant dedicated expenses that can be booked as specific) and are to be allocated based on prorata of total revenues.

Bad DebtGeneral and Administration



It
represents:



All
costs are considered as non specific (except for identified significant dedicated expenses that can be booked as specific) and are to be allocated based on prorata of total revenues.

Capital taxesGeneral and Administration



It represents taxes on capital paid or accrued for the current fiscal year.

It
should not include taxes on other items such as vehicle, city taxes that should be classified in Office or Premises costs.



All
costs are considered as non specific and are to be allocated based on prorata of total revenues.

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Restructuring costsGeneral and Administration



It
represents expenses related to the implementation of a restructuring plan such as relocation of an operation, abandonment of operations or productive assets, or the impairment of the carrying value
of productive or long-lived assets...



Specific online costs:

All
costs related to online restructuring plans.

Specific
offline costs:

All
costs related to offline restructuring plans.

Non
specific cost:

All
remaining costs should be allocated on the same basis as for non-specific personnel.

Gain/loss on sale of fixed assetsGeneral and Administration



It
represents mechanical gain/loss related to the sales of fixed assets.



Costs
are specific, based on the nature of the fixed asset (online or offline, as identified in the Capital expenditures).

Severance paymentsGeneral and Administration



It
represents severance payments to employees leaving the company.



Refer
to Cost of personnelGeneral and Administration

Other costsGeneral and Administration



It
represents any other costs to be included in General and Administration costs.



All
costs are considered as non specific (except for identified significant dedicated expenses that can be booked as specific) and are to be allocated based on the same basis as for
non-specific personnel.

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Acquisition costs



It
should include salaries and expenses of internal people specifically dedicated to acquisitions, as well as external professional fees (audit, legal...) spent on acquiring new businesses (if the acquisition is successful,
all external costs are capitalized).



To
specify person by person based on their respective activities and project by project.

Headquarter Costs

Overall
definition

It
represents all costs and expenses incurred by the holding and management companies in the Netherlands, United Kingdom, France and Switzerland, except for all costs incurred by the legal entity
"Trader.com Internet Machine GIE" which represent specific online costs.

Non
Specific costs:

To
be allocated as set out below

|Department                      |  | Online
Allocation |   | Offline
Allocation |  
|------------------------------- |  | ----------------- | - | ------------------ | -
|Finance                         |  | 30                | % | 70                 | %
|Operation-Region I              |  | 50                | % | 50                 | %
|Operation-Region II             |  | 50                | % | 50                 | %
|Operation-CRM/Best Practices    |  | 50                | % | 50                 | %
|Human Resources                 |  | 30                | % | 70                 | %
|Legal                           |  | 30                | % | 70                 | %
|Public Relation & Communication |  | 30                | % | 70                 | %
|International Portal            |  | 100               | % | 0                  | %
|Internet Management             |  | 100               | % | 0                  | %
|Information System & Technology |  | 100               | % | 0                  | %
|Executive Management            |  | 30                | % | 70                 | %
|Acquisitions                    |  | 50                | % | 50                 | %
|Facility & Other                |  | 30                | μ | 70                 | %

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SIGNATORIES TO THE SUPPLEMENTAL AGREEMENT

Parent

TRADER. COM N.V.

By:
RUUD WAALS

Obligors' Agent(for and on behalf of each of the Obligors)

TRADER.COM
GROUP B.V.

By:
RUUD WAALS

Arranger

CREDIT SUISSE FIRST BOSTON

By:
MATTHEW VYLE            GARRETT LYNSKEY

Facility Agent(for and on behalf of the Lenders)

CREDIT
SUISSE FIRST BOSTON

By:
MATTHEW VYLE            GARRETT LYNSKEY

Security Agent

DLJ CAPITAL FUNDING, INC.

By:
ROBERT HEALEY

Syndication Agent

CREDIT SUISSE FIRST BOSTON

By:
MATTHEW VYLE            GARRETT LYNSKEY

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FIFTH SUPPLEMENTAL AGREEMENT

Dated
25th May, 2001

Between

TRADER.COM
N.V.
as Parent

TRADER.COM
GROUP B.V.
as Obligors' Agent

CREDIT
SUISSE FIRST BOSTON
as Arranger

CREDIT
SUISSE FIRST BOSTON
as Facility Agent and Syndication Agent

and

DLJ
CAPITAL FUNDING, INC.
as Security Agent

ALLEN & OVERY London

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CONTENTS

|Clause    |  |                                            |  | Page
|--------- |  | ------------------------------------------ |  | ----
|1.        |  | Interpretation                             |  | 1   
|2.        |  | Waivers                                    |  | 2   
|3.        |  | Amendments to the Credit Agreement         |  | 10  
|4.        |  | Further Amendments to the Credit Agreement |  | 15  
|5.        |  | Representations and Warranties             |  | 16  
|6.        |  | Conditions Precedent                       |  | 17  
|7.        |  | Conditions Subsequent                      |  | 18  
|8.        |  | Incorporation                              |  | 18  
|9.        |  | Guarantors                                 |  | 13  
|10.       |  | Security                                   |  | 13  
|11.       |  | Fees and Expenses                          |  | 13  
|12.       |  | Miscellaneous                              |  | 13  
|13.       |  | Counterparts                               |  | 13  
|14.       |  | Governing Law                              |  | 13  
|Schedules |  |                                           
|1.        |  | New Schedule 12Internet Accounting Rules  |  | 20  

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