NON-DISCLOSURE, NON-SOLICITATION
                          AND NON-COMPETITION AGREEMENT



         This Non-Compete Agreement is made by and among Randy Best ("Best"),
ProQuest Company (the "Company") and Voyager Expanded Learning, Inc. ("Voyager")
simultaneously with the execution and delivery of a consulting agreement between
the parties dated December 13, 2004 (the "Consulting Agreement").

         WHEREAS, Best is currently employed by Voyager as its Chief Executive
Officer and holds shares of Voyager's Common Stock (the "Voyager Stock").

         WHEREAS, pursuant to an Agreement and Plan of Merger dated as of
December 13, 2004 ("Merger Agreement"), Voyager will be merged with VEL
Acquisition Corp., a Texas corporation ("Merger Sub"), which is an indirect
subsidiary of the Company.

         WHEREAS, upon the completion of the merger, the parties desire to
terminate Best's employment relationship with Voyager and to enter into a
consulting relationship with the Company and Voyager upon the terms and
conditions set forth in the Consulting Agreement and to bind Best to certain
restrictive covenants in favor of the Company and Voyager as set forth in this
Non-Disclosure, Non-Solicitation and Non-Competition Agreement (the "Non-Compete
Agreement").

         NOW, THEREFORE, in consideration of the mutual premises and agreements
contained herein, and intending to be legally bound hereby, the parties agree as
follows:


                                      -1-

<PAGE>

1.     The execution and delivery of this Non-Compete Agreement and the
       Consulting Agreement is a precondition to the merger of Voyager with the
       Merger Sub in accordance with the Merger Agreement. This Non-Compete
       Agreement shall only become effective at the "Effective Time," as defined
       in the Merger Agreement (the "Effective Date"). In the event that the
       merger does not close by such time as contemplated by the Merger
       Agreement, the Non-Compete Agreement shall terminate and become void.

2.     Best and the Company acknowledge and agree that this Non-Compete
       Agreement is ancillary to the Merger Agreement and the Consulting
       Agreement to the fullest extent permitted under Texas Business and
       Commercial Code 15.50-.52, and is intended to be enforceable to the
       fullest extent of Texas law, which the parties agree shall govern.

3.     Best acknowledges that he has been exposed to, and has knowledge of
       certain trade secrets and confidential business information owned by
       Voyager as a result of his employment with Voyager Additionally, the
       Company and Voyager will provide Best with trade secrets and confidential
       business information of the Company, Voyager and their affiliates in the
       future as a result of his performing services under the Consulting
       Agreement and, to the extent that he becomes a member of the Board of
       Directors of the Company, his duties as a director (collectively, the
       "Confidential Information").

4.     Best agrees that he will not disclose the Confidential Information or use
       it in any way, except on behalf of the Company and Voyager, whether or
       not such Confidential Information is produced by Best's own efforts. Best
       further agrees, upon termination of the Consulting Agreement, promptly to
       deliver to the Company all Confidential Information, whether or not such

                                      -2-

<PAGE>

       Confidential Information is produced by Best's own efforts, and to
       refrain from making, retaining or distributing copies thereof.

5.     Best agrees that, during the term of the Consulting Agreement and for a
       period of three (3) years after the Effective Date, he will not, directly
       or indirectly (including but not limited through R. Best Associates,
       Inc., a subsidiary of R. Best Associates, Inc. or an entity in which
       Best, R. Best Associates, Inc. or a subsidiary of R. Best Associates,
       Inc. is a controlling stakeholder), engage or participate in: (i) any
       capacity, anywhere in the United States, for or on behalf of any person
       or entity that is engaged in a business that is Competitive to the
       business operated by Voyager or in which Voyager has currently planned to
       engage; (ii) recruiting or soliciting any person to leave his or her
       employment with the Company or Voyager; and (iii) hiring or engaging any
       person who is or was an employee of Voyager from Closing through and
       including the time of such hiring or engagement.

6.     For purposes of determining whether a person or entity is engaged in a
       business that is Competitive to the business operated by Voyager, it is
       understood and agreed that Voyager is, or has plans to be, engaged,
       throughout the Unites States, in the business of: (i) developing,
       marketing, and selling reading and math-related materials for use by
       students in grades K-12; and (ii) developing, marketing, and selling
       programs that are designed to enhance the ability of teachers and school
       districts to teach reading to students in grades K-12.

7.     Notwithstanding the foregoing, it is understood and agreed that Mr. Best
       may own less than 5% of the stock of a publicly owned company that is

                                      -3-

<PAGE>

       engaged in a business that is Competitive to the business operated by
       Voyager without violating this Agreement. Additionally, it is understood
       and agreed that Mr. Best may continue his involvement with GlobalEd
       Holdings Ltd. and EdCollege, Inc. to the extent that those entities, and
       any employees or affiliates thereof, do not engage in the business of:
       (i) developing, marketing, or selling reading and math-related materials
       for use by students in grades K-12; (ii) developing, marketing, or
       selling any courses, products or services substantially similar to the
       "Reading for Understanding" and "Foundations of Reading" programs
       currently offered by Voyager to be used by administrators or teachers in
       grades K-12; and (iii) developing, marketing, or selling programs for any
       reading based curriculum to those customers who are currently customers
       of VoyagerU, a division of Voyager.

8.     Best agrees, upon termination of the Consulting Agreement, promptly to
       deliver to the Company all files, books, documents, computer disks or
       tapes, and other property prepared on behalf of the Company or Voyager or
       purchased with Company or Voyager funds and to refrain from making,
       retaining or distributing copies thereof.

9.     In the event of any breach of this NonCompete Agreement by Best, the
       Company shall notify Best of such breach in writing and Best shall have
       30 days thereafter to cure such breach. If such breach continues after
       such 30 days, the Company shall have all the remedies provided in this
       section. In the event of a breach of this Non-Compete Agreement, the
       Company and Voyager shall be entitled to recover as remedy all damages
       available under the Common Law and the law of the jurisdiction under
       whose law the matter is considered, including, without limitation, lost
       profits. Best acknowledges that a breach of this Non-Compete Agreement
       will cause irreparable injury to both the Company and Voyager. Best
       further acknowledges that the Company's and Voyager's remedies at law

                                      -4-

<PAGE>

       will be inadequate in case of any such breach, and that the Company and
       Voyager will be entitled to preliminary injunctive relief and other
       injunctive relief in case of any such breach, in addition to any provable
       damages suffered. No remedy conferred upon Company or Voyager under this
       NonCompete Agreement is intended to be exclusive of any other available
       remedy or remedies, but each and every such remedy shall be cumulative
       and shall be in addition to every other remedy given under this
       NonCompete Agreement or now or hereafter existing at law or in equity or
       by statute. The prevailing party shall be entitled to reasonably
       attorneys' fees and costs incurred in any such litigation.

10.    Whenever possible, each provision of this Non-Compete Agreement will be
       interpreted in such manner as to be effective and valid under applicable
       law, but if any provision of this Non-Compete Agreement is held to be
       invalid, illegal or unenforceable in any respect under any applicable law
       or rule in any jurisdiction, such invalidity, illegality or
       unenforceability will not affect any other provision or any other
       jurisdiction, and this Non-Compete Agreement will be reformed, construed
       and enforced in such jurisdiction as if such invalid, illegal or
       unenforceable provision had never been contained herein. If any court
       determines that any provision of this Non-Compete Agreement is
       unenforceable for any reason and therefore acts to reduce the scope or
       duration of such provision, as the provision, in its reduced form, shall
       then be enforceable.

11.    Best represents to the Company and Voyager that he is not currently bound
       by any agreements with any third parties which may restrict or hinder him
       from the performance of his obligations hereunder to the Company.

                                      -5-

<PAGE>

12.    This Non-Compete Agreement does not create an obligation on the part of
       the Company or Voyager or any other person to maintain in force the
       Consulting Agreement. The Company may exercise its rights regarding
       termination thereunder without regard to the existence and terms of this
       Non-Compete Agreement.

13.    This Non-Compete Agreement shall survive the termination of the
       Consulting Agreement regardless of the manner of such termination and
       shall be binding upon Best's heirs, executors and administrators.

14.    This Non-Compete Agreement is assignable by the Company and Voyager and
       inures to the benefit of the Company, its subsidiaries, affiliated
       corporations and assignees.

15.    This Non-Compete Agreement shall be governed by and construed in
       accordance with the laws of the State of Texas and shall be deemed to
       have been made in Texas.

16.    This Agreement constitutes the entire understanding of the parties with
       respect to its subject matter, supersedes any prior communication or
       understanding with respect thereto and no modification or waiver of any
       provision hereof shall be valid unless made in writing and signed by the
       parties.

17.    Best acknowledges and agrees that he has consulted with legal counsel of
       his choosing with regard to the enforceability and conformance with Texas
       law of each provision of this Agreement.

IN WITNESS WHEREOF, Best has duly executed this Agreement under seal as of the
13th day of December, 2004.

                                      -6-


<PAGE>


                                            /s/ Randy Best
--------------------------------            ------------------------------------
Witness Signature                           Randy Best, for himself




                                            /s/ Randy Best
                                            ------------------------------------
                                            By Randy Best
                                            Voyager Expanded Learning, Inc,
                                            being hereunto duly authorized



                                            /s/ Alan Alworth
                                            ------------------------------------
                                            By  Alan Aldworth
                                            ProQuest Company,
                                            being hereunto duly authorized




                                            ------------------------------------
                                            By
                                            VEL Acquisition Corp.
                                            being hereunto duly authorized


                                      -7-