<Page>


                                                                 Exhibit 10.A


                                    SCHEDULE

                             to the Master Agreement

                          dated as of 29 November 2002

                                     between

CREDIT AGRICOLE LAZARD                     and     FLOSCULE B.V.
FINANCIAL PRODUCTS BANK,                           Parnassustoren
a company incorporated with unlimited              Locatellikade 1
liability under the laws of England                1076 AZ Amsterdam
                                                   The Netherlands
("PARTY A")                                        ("PARTY B")

                                     PART 1

                             TERMINATION PROVISIONS

In this Agreement:-

(a)   "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-

      Section 5(a)(v),                     NONE
      Section 5(a)(vi),                    NONE
      Section 5(a)(vii),                   NONE
      Section 5(b)(iv),                    NONE

                             and in relation to Party B for the purpose of:-

      Section 5(a)(v),                     Wendel Investissement and Trief
                                           Corporation S.A.
      Section 5(a)(vi),                    Wendel Investissement and Trief
                                           Corporation S.A.
      Section 5(a)(vii),                   Wendel Investissement and Trief
                                           Corporation S.A.
      Section 5(b)(iv),                    Wendel Investissement and Trief
                                           Corporation S.A.

(b)   "SPECIFIED TRANSACTION" will have the meaning set out in Section 14 of
      this Agreement.

(c)   The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to both
      parties.

      If such provisions apply:-

      "SPECIFIED INDEBTEDNESS" means any obligation (whether present or future,
      contingent or otherwise, as principal or surety or otherwise) in respect
      of borrowed money.

                                                                              1
<Page>

      "THRESHOLD AMOUNT" means:-

      (i)    with respect to Party A, United States Dollars Ten Million
             (US$10,000,000); and

      (ii)   with respect to Party B and Trief Corporation S.A., United States
             Dollars One Million (US$1,000,000); and with respect to Wendel
             Investissement, the higher of US$15 million and 3% of shareholders'
             equity;

(d)   The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will apply
      to Party A and will apply to Party B, amended as follows:

      "'CREDIT EVENT UPON MERGER" shall mean that a Designated Event (as defined
      below) occurs with respect to a party, any Credit Support Provider of the
      party or any applicable Specified Entity (any such party or entity, "X"),
      and such Designated Event does not constitute an event described in
      Section 5(a)(viii) but the creditworthiness of X, or, if applicable, the
      successor, surviving or transferee entity of X, is materially weaker than
      that of X immediately prior to the occurrence of such Designated Event
      (and, in any such event, such party or its successor, surviving or
      transferee entity, as appropriate, will be the Affected Party). For
      purposes hereof, a "Designated Event" with respect to X means that:

      (i)    X consolidates, amalgamates with or merges with or into, or
             transfers all or substantially all its assets to, or receives all
             or substantially all the obligations of, another entity; or

      (ii)   any person or entity (or any group of persons or entities acting in
             concert) acquires directly or indirectly the beneficial ownership
             of equity securities having the power to elect a majority of the
             board of directors of X or otherwise acquires directly or
             indirectly the power to control the policy-making decisions of X."

      Notwithstanding any other provision of this Agreement, it is agreed that
      the proposed demerger (juridische splitsing) of Party B and the obtaining
      of ultimate control of Jactmac Media B.V., the successor by demerger to
      Party B, by a trust for the benefit of John H. MacBain and his children
      shall not be deemed to be a Tax Event, a Tax Event Upon Merger or a Credit
      Event Upon Merger and shall not be deemed to constitute an Event of
      Default under Section 5(a)(viii) of the Agreement.

(e)   THE "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
      to Party A and will not apply to Party B.

      "PAYMENTS ON EARLY TERMINATION". For the purpose of Section 6(e) of this
      Agreement:

      (i)    Loss will apply.

      (ii)   The Second Method will apply.

(g)   "TERMINATION CURRENCY" means Euro.

(h)   "ADDITIONAL TERMINATION EVENT" will apply as specified in Part 5 below.

                                                                              2
<Page>

                                     PART 2

                               TAX REPRESENTATIONS

(a)   REPRESENTATIONS OF PARTY A.

      (i)    PAYER TAX REPRESENTATION. For the purpose of Section 3(e), Party A
             hereby makes the following representation:

             It is not required by any applicable law, as modified by the
             practice of any relevant governmental revenue authority, of any
             Relevant Jurisdiction to make any deduction or withholding for or
             on account of any Tax from any payment (other than interest under
             Sections 2(e), 6(d)(ii) or 6(e)) to be made by it to Party B under
             this Agreement. In making this representation, it may rely on:

             (A)   the accuracy of any representation made by Party B pursuant
                   to Section 3(f);

             (B)   the satisfaction of the agreement of Party B contained in
                   Sections 4(a)(i) or 4(a)(iii) and the accuracy and
                   effectiveness of any document provided by Party B pursuant to
                   Sections 4(a)(i) or 4(a)(iii); and

             (C)   the satisfaction of the agreement of Party B contained in
                   Section 4(d).

      (ii)   PAYEE TAX REPRESENTATION. For the purpose of Section 3(f), Party A
             makes the representation specified below:

             None.

(b)   REPRESENTATIONS OF PARTY B

      (i)    PAYER TAX REPRESENTATION. For the purpose of Section 3(e), Party B
             makes the following representation:

             It is not required by any applicable law, as modified by the
             practice of any relevant governmental revenue authority, of any
             Relevant Jurisdiction to make any deduction or withholding for or
             on account of any Tax from any payment (other than interest under
             Sections 2(e), 6(d)(ii) or 6(e)) to be made by it to Party A under
             this Agreement. In making this representation, it may rely on:-

             (A)   the accuracy of any representation made by Party A pursuant
                   to Section 3(f);

             (B)   the satisfaction of the agreement of Party A contained in
                   Sections 4(a)(i) or 4(a)(iii) and the accuracy and
                   effectiveness of any document provided by Party A pursuant to
                   Sections 4(a)(i) or 4(a)(iii); and

             (C)   the satisfaction of the agreement of Party A contained in
                   Section 4(d).

      (ii)   PAYEE TAX REPRESENTATION. For the purpose of Section 3(f), Party B
             makes the representation specified below:

             None.

                                                                              3
<Page>

                                     PART 3

                         AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:-

(a)   Tax forms, documents or certificates to be delivered are:-

<Table>
<Caption>
PARTY REQUIRED TO DELIVER     FORM/DOCUMENT/CERTIFICATE               DATE BY WHICH TO BE
DOCUMENT                                                              DELIVERED
<S>                           <C>                                     <C>
Party A and Party B           Any form or certificate reasonably      As soon as possible after the
                              required by the other party to          earlier of (i) reasonable demand
                              enable payment or receipt of sums       by either party and (ii) either
                              payable under this Agreement with       party learning that such form or
                              no withholding of tax or, as the        document is required
                              case may be, reduced withholding

Party B                       UK Inland Revenue Form MOD2 (or any     Prior to the first day on which
                              successor to or replacement of such     any payment is required to be made
                              form)                                   by Party A under this Agreement
</Table>

(b)   Other documents to be delivered are:-

<Table>
<Caption>
PARTY REQUIRED            FORM/DOCUMENT/                   DATE BY WHICH TO BE               COVERED BY
TO DELIVER                CERTIFICATE                      DELIVERED                         SECTION 3(d)
DOCUMENT                                                                                     REPRESENTATION
<S>                       <C>                              <C>                               <C>
Party A and Party B       Signature Authentication         On or before execution of this    YES
                          satisfactory to the other        Agreement
                          party hereto

Party A                   The Guarantee of Credit          On or prior to execution of       YES
                          Agricole S.A. in favour of       this Agreement
                          Party B, referred to in Part
                          4(f) below
</Table>

                                                                             4
<Page>

<Table>
<Caption>
PARTY REQUIRED            FORM/DOCUMENT/                   DATE BY WHICH TO BE               COVERED BY
TO DELIVER                CERTIFICATE                      DELIVERED                         SECTION 3(d)
DOCUMENT                                                                                     REPRESENTATION
<S>                       <C>                              <C>                               <C>
Party A                   A copy of the annual audited     On demand                         YES
                          financial statements for Party
                          A's Credit Support Provider
                          certified by independent
                          certified public accountants
                          as being properly prepared in
                          accordance with accounting
                          principles that are generally
                          accepted in the country in
                          which the party is organised.

Party B                   A certified copy of the board    On or prior to the execution of   YES
                          resolutions of the board of      this Agreement and each
                          directors (or equivalent)        Confirmation
                          approving the terms of this
                          Agreement and authorising its
                          execution and performance and
                          that of any other document as
                          required under or in
                          connection with this Agreement

Party B                   The Credit Support Documents     On or prior to the execution of   YES
                          referred to in Part 4(f) below.  this Agreement

Party B                   A certified copy of the board    On or prior to the execution of   YES
                          resolutions of the board of      this Agreement
                          directors (or equivalent) of
                          Party B's Credit Support
                          Provider(s) approving the
                          terms of their respective
                          Credit Support Documents and
                          authorising their execution
                          and performance and that of
                          any other document as required
                          thereunder or in connection
                          with this Agreement
</Table>

                                                                              5
<Page>

<Table>
<Caption>
PARTY REQUIRED            FORM/DOCUMENT/                   DATE BY WHICH TO BE               COVERED BY
TO DELIVER                CERTIFICATE                      DELIVERED                         SECTION 3(d)
DOCUMENT                                                                                     REPRESENTATION
<S>                       <C>                              <C>                               <C>
Party B                   A copy of the annual financial   As soon as available and in any   YES
                          statements for each of Party B   event 90 (ninety) days after
                          and Party B's Credit Support     the end of each financial year
                          Provider(s) certified by         of Party B and Party B's Credit
                          independent certified public     Support Provider(s)
                          accountants as being properly
                          prepared in accordance with
                          accounting principles that are
                          generally accepted in the
                          country in which the party is
                          organised.

Party B                   Legal opinion from Counsel to    On or prior to the execution of   YES
                          Party B and Party B's Credit     this Agreement
                          Support Provider in form and
                          substance satisfactory to
                          Party A
</Table>

                                                                            6
<Page>

                                     PART 4

                                  MISCELLANEOUS

(a)   ADDRESSES FOR NOTICES. For the purposes of Section 12(a) of this
      Agreement:

(i)   All notices or communications to Party A shall, with respect to a
      particular Transaction, be sent to the address or facsimile number
      reflected in the Confirmation of that Transaction, and any notice for
      purposes of Sections 5 or 6 (and any notice where no address or facsimile
      number is reflected in the Confirmation for a particular Transaction)
      shall be sent to:

      Address:                          11 Moorfields Highwalk, London
                                        EC2Y 9DY

      Attention:                        Derivatives Administration

      Facsimile:                        +44 (0) 20 7815 1966

      Telephone No:                     +44 (0) 20 7815 1900

(ii)  All notices or communications to Party B shall be sent to the address,
      telex number, or facsimile number reflected below:

      Address:                          Parnassustoren, Locatellikade 1,
                                        1076 AZ Amsterdam,
                                        The Netherlands

      Attention:                        Mrs C Andriesse

      Facsimile:                        +31 20 673 0016

      Telephone No:                     +31 20 575 5600

      With a copy to each of:

      John MacBain                         Testa, Hurwitz & Thibeault, LLP
      c/o Trader Classified Media          125 High Street
      56 Route de Vandoeuvres              Boston
      1253 Geneva                          MA 02110
      Switzerland                          USA

      Fax: +41 22 750 9909                 Fax: +1 617 247 7100
                                           Attention: F. George Davitt

      Baker and McKenzie
      Leidseplein 29
      PO Box 2720
      1000 CS Amsterdam
      The Netherlands

      Fax: +31 20 626 7949
      Attention: Tom Mitchell

                                                                            7
<Page>

(b)   PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:-

      Party A appoints as its Process Agent: Not Applicable

      Party B appoints as its Process  Trusec Limited
      Agent:                           2 Lamb's Passage
                                       London
                                       EC1Y 8BB

(c)   OFFICES. The provisions of Section 10(a) will apply to this Agreement.

(d)   MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:-

      (i)    Party A is not a Multibranch Party

      (ii)   Party B is not a Multibranch Party.

(e)   CALCULATION AGENT. The Calculation Agent is Party A.

(f)   CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-

      In respect of Party A: Guarantee dated 29th March 1995 by Credit Agricole
      S.A.

      In respect of Party B:

      (i)    Guarantee dated 29 November 2002 by Beheer-en
             Beleggingsmaatschappij Tewina B.V. ("TEWINA") in favour of Party A

      (ii)   Deed of Assignment dated 29 November 2002 between Tewina and Party
             A

      (iii)  Notarial deed of pledge (Dutch law) between Floscule, the Bank and
             Trader Classified Media N.V. ("TRADER") dated on or about the date
             hereof in relation to certain shares in Trader

(g)   CREDIT SUPPORT PROVIDER. Credit Support Provider means:-

      In respect of Party A: Credit Agricole S.A.

      In respect of Party B: Tewina

(h)   GOVERNING LAW. This Agreement will be governed by and construed in
      accordance with English law.

(i)   NETTING OF PAYMENTS. All amounts payable on the same date, in the same
      currency and in respect of the same Transaction shall be netted in
      accordance with Section 2(c) of this Agreement. The election contained in
      the last paragraph of Section 2(c) of this Agreement shall not apply for
      the purposes of this Agreement.

(j)   "AFFILIATE" will have the meaning specified in Section 14 of this
      Agreement.

                                                                              8
<Page>

                                     PART 5

                                OTHER PROVISIONS

(a)   CROSS DEFAULT.

      (i)    Section 5(a)(vi) of this Agreement is modified by inserting the
             following proviso at the end of Section 5(a)(vi):

             "Provided, however, that notwithstanding the foregoing, an Event of
             Default shall not occur (A) under either (1) or (2) above if (a)
             the default, event of default or other similar condition or event
             referred to in (1) or the default referred to in (2) is a failure
             to pay caused by an error or omission of an administrative or
             operational nature; and (b) funds were available to such party to
             enable it to make the relevant payment when due; and (c) such
             relevant payment is made within three Business Days or (B) if there
             is a general unavailability of the currency in which Specified
             Indebtedness is denominated due to exchange controls or other
             governmental action or (C) if it results from compliance with any
             law or any order, directive or other action of any governmental
             authority or court."

      (ii)   Section 5(a)(vi) of this Agreement is modified by inserting the
             following provision as 5(a)(vi)(3):

             "If an event has occurred under Section 5(a)(vi)(1) and Section
             5(a)(vi)(2) which would constitute an Event of Default but for the
             fact that neither the aggregate amount calculated in respect of
             Section 5(a)(vi)(1) nor the aggregate amount calculated in respect
             of Section 5(a)(vi)(2) exceeds the Threshold Amount, then the
             aggregate amount arising under Section 5(a)(vi)(1) and the
             aggregate amount arising under Section 5(a)(vi)(2) shall be
             construed so as to produce a "Combined Aggregate Amount". If the
             Combined Aggregate Amount exceeds the Threshold Amount, then it
             shall be a Cross Default."

(b)   ESCROW. If by reason of the time difference between the cities in which
      payments are to be made or otherwise, it is not possible for simultaneous
      payments to be made on any date on which both parties are required to make
      payments hereunder, either party may at its option and in its sole
      discretion notify the other party that payments on that date are to be
      made in escrow. In this case deposit of the payment due earlier on that
      date shall be made by 2:00 p.m. (local time at the place for the earlier
      payment) on that date with an escrow agent selected by the party giving
      the notice (such escrow agent being a financial institution the long-term
      unsecured and unsubordinated obligations of which are rated at least AA by
      S & P or Aa2 by Moody's) accompanied by irrevocable payment instructions
      (a) to release the deposited payment to the intended recipient upon
      receipt by the escrow agent of the required deposit of the corresponding
      payment from the other party on the same date accompanied by irrevocable
      payment instructions to the same effect or (b) if the required deposit of
      the corresponding payment is not made on that same date, to return the
      payment deposited to the party that paid it into escrow. The party that
      elects to have payments made in escrow shall pay the costs of the escrow
      arrangements and shall cause those arrangements to provide that the
      intended recipient of the payment due to be deposited first shall be
      entitled to interest on that deposited payment for each day in the period
      of its deposit at the rate offered by the escrow agent for that day for

                                                                             9
<Page>

      overnight deposits in the relevant currency in the office where it holds
      that deposited payment (at 11:00 a.m. local time on that day) if that
      payment is not released by 5:00 p.m. local time on the date it is
      deposited for any reason other than the intended recipient's failure to
      make the escrow deposit it is required to make hereunder in a timely
      fashion.

(c)   SET-OFF. Any amount (the "Early Termination Amount") payable to one party
      (the Payee) by the other party (the Payer) under Section 6(e), in
      circumstances where there is a Defaulting Party or one Affected Party in
      the case where a Termination Event has occurred, will, at the option of
      the party ("X") other than the Defaulting Party or the Affected Party (and
      without prior notice to the Defaulting Party or the Affected Party), be
      reduced by its set-off against any amount(s) (the "Other Agreement
      Amount") payable (whether at such time or in the future or upon the
      occurrence of a contingency) by the Payee to the Payer (irrespective of
      the currency, place of payment or booking office of the obligation) under
      any other agreement(s) between the Payee and the Payer or instrument(s) or
      undertaking(s) issued or executed by one party to, or in favour of, the
      other party (and the Other Agreement Amount will be discharged promptly
      and in all respects to the extent it is so set-off). X will give notice to
      the other party of any set-off effected under this paragraph (c).

      For this purpose, either the Early Termination Amount or the Other
      Agreement Amount (or the relevant portion of such amounts) may be
      converted by X into the currency in which the other is denominated at the
      rate of exchange at which such party would be able, acting in a reasonable
      manner and in good faith, to purchase the relevant amount of such
      currency.

      If an obligation is unascertained, X may in good faith estimate that
      obligation and set-off in respect of the estimate, subject to the relevant
      party accounting to the other when the obligation is ascertained.

      Nothing in this paragraph (c) shall be effective to create a charge or
      other security interest. This paragraph (c) shall be without prejudice and
      in addition to any right of set-off, combination of accounts, lien or
      other right to which any party is at any time otherwise entitled (whether
      by operation of law, contract or otherwise).

(d)   REPRESENTATIONS AND WARRANTIES. Section 3(a) is amended by adding the
      following paragraph (vi):-

      Each party will be deemed to represent to the other party on the date on
      which it enters into a Transaction that (absent a written agreement
      between the parties that expressly imposes affirmative obligations to the
      contrary for that Transaction):-

      (a)    NON-RELIANCE. It is acting for its own account, and it has made its
             own independent decisions to enter into that Transaction and as to
             whether that Transaction is appropriate or proper for it based upon
             its own judgment and upon advice from such advisors as it has
             deemed necessary. It is not relying on any communication (written
             or oral) of the other party as investment advice or as a
             recommendation to enter into that Transaction; it being understood
             that information and explanations related to the terms and
             conditions of a Transaction shall not be considered investment
             advice or a recommendation to enter into that Transaction. It has
             not received from the other party an assurance or guarantee as to
             the expected results of that Transaction.

                                                                             10
<Page>

      (b)    EVALUATION AND UNDERSTANDING. It is capable of evaluating and
             understanding (on its own behalf or through independent
             professional advice), and understands and accepts, the terms,
             conditions and risks of that Transaction. It is also capable of
             assuming, and assumes, the financial and other risks of that
             Transaction.

      (c)    STATUS OF PARTIES. The other party is not acting as a fiduciary or
             an advisor for it in respect of that Transaction.

(e)   CONSENT TO RECORDING. The parties agree that each may electronically
      record all telephonic conversations between them and that any such
      recording may be submitted in evidence to any court or in any Proceedings
      for the purpose of establishing any matters pertinent to any Transaction.

(f)   PAYMENT INSTRUCTIONS. All payments to be made hereunder in respect of
      Transactions shall be made in accordance with standing payment
      instructions provided by the parties (or as otherwise specified in a
      Confirmation).

(g)   FULLY PERFORMED TRANSACTIONS. Notwithstanding the terms of Sections 5 and
      6 of this Agreement, if at any time and so long as one of the parties to
      this Agreement ('X') shall have satisfied in full all its payment and
      delivery obligations under Section 2(a)(i) of this Agreement and shall at
      the time have no future payment or delivery obligations, whether absolute
      or contingent, under such Section, then unless the other party ('Y') is
      required pursuant to appropriate proceedings to return to X or otherwise
      returns to X upon demand of X any portion of any such payment or delivery,
      (a) the occurrence of an event described in Section 5(a) of this Agreement
      with respect to X, any Credit Support Provider of X or any Specified
      Entity of X shall not constitute an Event of Default or a Potential Event
      of Default with respect to X as the Defaulting Party and (b) Y shall be
      entitled to designate an Early Termination Date pursuant to Section 6 of
      this Agreement only as a result of the occurrence of a Termination Event
      set forth in (i) either Sections 5(b)(i) or 5(b)(ii) of this Agreement
      with respect to Y as the Affected Party or (ii) Section 5(b)(iii) of this
      Agreement with respect to Y as the Burdened Party.

(h)   ADDITIONAL TERMINATION EVENT - IMPOSSIBILITY

      The following shall constitute an Additional Termination Event:

      If, after the date on which a Transaction is entered into, due to the
      occurrence of a natural or manmade disaster, armed conflict, act of
      terrorism, riot, or act of state (such an event being an "Impossibility")
      it becomes impossible (other than as a result of its own misconduct) in
      the context of normal or reasonably available settlement mechanisms for a
      party to perform any absolute or contingent obligation, to make a payment
      or delivery or to receive a payment or delivery in respect of such
      Transaction or to comply with any other material provision of this
      Agreement relating to such Transaction or for any Credit Support Provider
      of such party to perform any contingent or other obligation which such
      Credit Support Provider has under any Credit Support Document relating to
      such Transaction.

      For the purpose of the foregoing Termination Event, both parties shall be
      Affected Parties. As a consequence of the above:

      (i)    Section 5(c) shall be amended to read as follows:-

                                                                            11
<Page>

             "(c) Event of Default, Illegality and Impossibility

             If an event or circumstance which would otherwise constitute or
             give rise to an Event of Default also constitutes an Illegality or
             Impossibility, it will be treated as an Illegality or
             Impossibility, as the case may be, and will not constitute an Event
             of Default".

      (ii)   Each of Sections 6(b)(ii) and 6(b)(iii) of the Agreement is hereby
             modified by inserting in the first line of each such sub-section
             the phrase "or an Impossibility under Section 5(b)(v)" between the
             phrase "Section 5(b)(i)(1)" and the word" or ".

      (iii)  Section 6(b)(iii) shall be amended to read as follows:-

             "(iii) Two Affected Parties. If an Illegality under Section
             5(b)(i)(1), or a Tax Event or an Impossibility occurs and there are
             two Affected Parties, each party will use all reasonable efforts to
             reach agreement within 30 days after notice thereof is given under
             Section 6(b)(i) on action to avoid that Termination Event."

      (iv)   The definition of "Affected Transactions" in Section 14 shall be
             amended to read as follows:-

             ""Affected Transactions" means (a) with respect to any Termination
             Event consisting of an Illegality, Tax Event, Tax Event Upon Merger
             or Impossibility, all Transactions affected by the occurrence of
             such Termination Event and (b) with respect to any other
             Termination Event, all Transactions."; and

      (v)    A new definition of "Impossibility" shall be inserted in Section 14
             to read as follows:-

             "Impossibility" has the meaning specified in Part 5 above of the
             Agreement.

(i)   2000 DEFINITIONS

      Unless otherwise specified in a Confirmation, this Agreement incorporates
      and is subject to and governed by the 2000 ISDA Definitions (the "2000
      Definitions") as published by the International Swaps and Derivatives
      Association, Inc.

      In the event of any inconsistency between the provisions of this Agreement
      and the 2000 Definitions, this Agreement will prevail. In the event of any
      inconsistency between the provisions of a Confirmation and this Agreement
      or the Definitions, such Confirmation will prevail for the purpose of the
      relevant Transaction.

(j)   TWO AFFECTED PARTIES

      If an Early Termination Date is designated pursuant to Sections 5(b)(i),
      (ii), or (iii) of this Agreement, both parties shall be deemed to be
      Affected Parties for the purpose of determining the Loss pursuant to
      Section to 6(e) of this Agreement.

                                                                             12
<Page>

(k)   LAZARD DISCLAIMER

      Party B is hereby notified that and acknowledges that none of Lazard
      Freres et Cie, Lazard Freres & Co., LLC, Lazard Brothers & Co. Limited or
      any of their partners, officers, employees or any of their subsidiaries or
      associates have any responsibility of any kind for any of the debts,
      liabilities or other obligations of Party A, or to ensure its solvency or
      to make any contribution to its assets as a result of its becoming
      insolvent, notwithstanding their interests in its shares, representations
      on its board and its rights to use the Lazard name.

(l)   EXCEPTION TO TRANSFER RESTRICTION (PARTY A)

      Notwithstanding the provisions of Section 7, Party A may, without the
      consent of Party B, assign and transfer its rights and obligations under
      this Agreement (in whole or in part), upon five days' prior written notice
      to Party B, to Caisse Nationale de Credit Agricole (the "Transferee"),
      PROVIDED, that (a) the Transferee assumes in writing the rights and
      obligations of Party A so assigned; (b) as a result of such assignment and
      transfer, no Event of Default, Potential Event of Default or Termination
      Event would occur and be continuing; (c) Party B will not suffer any
      material additional risk (which Party B would not have suffered had the
      assignment and transfer not taken place) of (x) being required on the next
      succeeding Scheduled Payment Date to pay to the Transferee an additional
      amount in respect of an Indemnifiable Tax under section 2(d)(i)(4) (except
      in respect of interest under Sections 2(e) or 6(d)) or (y) receiving on
      the next Scheduled Payment Date a payment from which an amount is required
      to be deducted or withheld for or on account of a tax (except in respect
      of interest under Sections 2(e) or 6(d)) relating to this Agreement and
      resulting from such assignment and transfer and in relation to which no
      additional amount is payable by the Transferee; and (d) the Transferee
      agrees to make such reasonable tax representations to, and agreements
      with, Party B in order to effect such an assignment and transfer on the
      terms stated above. Upon the effectiveness of any transfer, Party A shall
      be released from its obligations as a party to this Agreement (exclusive
      of any past or present obligations which have not been satisfied) without
      any further notification or other action.

(m)   DEMERGER

      (i)    Notwithstanding the provisions of Section 7, the parties
             acknowledge that a statutory demerger (juridische splitsing) of
             Party B is contemplated pursuant to which the rights and
             obligations of Party B will be transferred by operation of law to
             Jactmac Media B.V. (the "DEMERGER").

      (ii)   Party B agrees that it will only file the demerger proposal as
             meant in section 2:334f (2) of the Netherlands Civil Code with the
             relevant Chamber of Commerce pursuant to section 2:334h (1) of the
             Netherlands Civil Code and announce that the documents have been
             filed with the Chamber of Commerce pursuant to section 2:334h (3)
             of the Netherlands Civil Code after it has obtained Party A's
             consent to the demerger proposal, which consent will not
             unreasonably be withheld or delayed. For the avoidance of doubt,
             Party A will consent to the demerger proposal if:

             (A)   it describes in sufficient detail which assets and
                   liabilities are to be transferred to each of the newly
                   incorporated companies; and

                                                                             13
<Page>

             (B)   pursuant thereto, Jactmac Media B.V. is to assume all the
                   assets and liabilities of Party B under this Agreement, the
                   share purchase agreement dated on or about the date of this
                   Agreement entered into by Party B as vendor in relation to
                   3,033,598 shares in Trader Classified Media B.V. and Party A
                   and all other documents relating to the transactions
                   contemplated hereby and thereby.

      (iii)  Subject to the provisions of sub-paragraph (ii) above, Party A
             hereby consents to the Demerger and consents in advance to the
             assignment and transfer of all of the rights and obligations of
             Party B under this Agreement and any confirmation executed pursuant
             hereto, with effect from the effective time of the Demerger, to
             Jactmac Media B.V.

      (iv)   Subject to the provisions of sub-paragraph (ii) above, Party A
             further agrees that it will not institute any proceedings in the
             Dutch courts in opposition to the Demerger under section 2:334l of
             the Netherlands Civil Code or seeking to nullify the Demerger under
             section 2:334u of the Netherlands Civil Code.

      (v)    Subject to the provisions of sub-paragraph (ii) above, Party A
             further agrees for the benefit of Leo Rubicon I B.V. and Leo
             Rubicon II B.V., two of the successors in interest of Party B under
             the Demerger (together the "LTBM Entities"), that it will not ever
             assert any claim against the LTBM Entities for liabilities arising
             out of the Agreement, this Schedule or any Confirmation entered
             into pursuant to the Agreement on the basis of section 2:334t of
             the Netherlands Civil Code.

(n)   ADDITIONAL EVENT OF DEFAULT

      It shall be an additional Event of Default with respect to Party B if an
      event of default occurs with respect to Wendel Investissement pursuant to
      the put option agreement dated 29 November 2002 between Tewina (as defined
      in Part 4(f)) and Trief.

(o)   PROVISION OF ASSISTANCE

      Section 4 of this Agreement shall be amended by the addition of the
      following covenant as Section 4(f):

      "(f)   PROVISION OF ASSISTANCE: (in the case of Party A only) that it will
      use its reasonable endeavours to provide such information and assistance
      as Party B may reasonably request for the purposes of completion of UK
      Inland Revenue Form MOD2 (or any successor to or replacement of such
      form), subject to being indemnified to its satisfaction by Party B for all
      costs and expenses properly incurred in complying with Party B's request."

                                                                             14
<Page>

IN WITNESS WHEREOF the parties have executed this Schedule on the respective
dates specified below with effect from the date specified on this first page of
this document.


CREDIT AGRICOLE LAZARD                            FLOSCULE B.V.
FINANCIAL PRODUCTS BANK

/s/ Shelley Kainth                                /s/ Charlotte Andriesse
------------------------------                    ------------------------------
Name:                                             Name:
Title:                                            Title:
Date:                                             Date:

                                                                            15