Exhibit 4.2  *Portions
      marked with asterisks have been omitted pursuant to a request for confidential
      treatment, and have been filed separately in connection with such request.


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CONFORMED
  COPY



Dated 9
  March 2005





Reuters
  Limited
  Blaxmill (Six) Limited
  Reuters C LLC
  Reuters America LLC
  and
  British Telecommunications plc







SHARE PURCHASE
  AGREEMENT

relating
  to the companies comprising the Radianz Group







One Silk StreetLondon EC2Y 8HQ



Telephone (44-20) 7456
  2000Facsimile (44-20) 7456
  2222

Ref Roger Barron/Nick
  Rumsby

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Share Purchase Agreement

This Agreementis made on 9 March 2005

between:

|(1) | Reuters Limiteda company incorporated in England whose registered office is at 85 Fleet Street, London EC4P 4AJ (the
Principal Seller);                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Blaxmill (Six) Limiteda company incorporated in England whose registered office is at 85 Fleet Street, London EC4P 4AJ
(Blaxmill);                                                                                                                                                         
|   
|(3) | Reuters C LLCa limited liability company incorporated in the state of Delaware, USA whose principal office is at The
Reuters Building, 3 Times Square, New York, 10036, NY, USA (Reuters C);                                                                                               
|   
|(4) | Reuters America LLCa limited liability company incorporated in the state of Delaware, USA whose principal office is at The
Reuters Building, 3 Times Square, New York, 10036, NY, USA (Reuters America and, together with the
Principal Seller, Blaxmill and Reuters C, the Sellers); and
|   
|(5) | British Telecommunications plca company incorporated in England whose registered office is at 81 Newgate Street, London,
EC1A 7AJ (the Purchaser).                                                                                                                                         
|   

Whereas:

|(A) | In 2000 certain
      members of the Equant Group and certain members of the Sellers Group
      established the Company to deliver extranet services to users in the financial
      services industry;                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(B) | certain members
      of the Sellers Group entered into a number of contractual arrangements
      with the Company;                                                                                                                                                
|   
|(C) | *;                                                                                                                                                                                                                                                                   
|   
|(D) | the Principal Seller
      and the Equant Group have terminated or amended their existing contractual
      arrangements relating to their shareholdings in the Company and the Principal
      Seller has purchased the Equant Groups entire interest in the Group;
|   
|(E) | the Sellers have
      agreed to sell (or to procure the sale of) the Shares (as defined below)
      and to assume the obligations imposed on them under this Agreement;                                                                                            
|   
|(F) | the Purchaser has
      agreed to purchase the Shares and to assume the obligations imposed on the
      Purchaser under this Agreement; and                                                                                                                         
|   
|(G) | the Principal Seller
      and the Purchaser have agreed to enter into a new Network Services Agreement
      (as defined below).                                                                                                                                    

It is agreedas follows:

|1 | Interpretation                                                                                        
|- | ------------------------------------------------------------------------------------------------------
|  |                                                                                                       
|  | In this Agreement,
      unless the context otherwise requires, the provisions in this Clause 1 apply:

1

* text
    has been redacted
for confidentiality

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|1.1 | Definitions                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | 2003Accounts
      means the audited consolidated accounts of the Group for the twelve month
      period ended on 31 December 2003;                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | 2004
      Accounts
      means the audited consolidated accounts of the Group for the twelve month
      period ended on 31 December 2004;                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | 2004
      Unaudited Accounts
      means the unaudited consolidated accounts of the Group for the twelve month
      period ended on 31 December 2004;                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Accounts
      Date
      means 31 December 2003 in respect of the 2003 Accounts and 31 December 2004
      in respect of the 2004 Accounts;                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Agreed
      Terms
      means, in relation to a document, such document in the terms agreed between
      the Principal Seller and the Purchaser and signed for identification by
      the Purchasers Lawyers and the Sellers Lawyerswith such
      alterations as may be agreed in writing between the Principal Seller and
      the Purchaser from time to time;
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Amended
      Rules
      has the meaning given in paragraph 1(i) of Schedule 16;                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | BT
      Employees
      means the persons named in part 2 of Schedule 14;                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Business
      Day
      means a day which is not a Saturday, Sunday or a public holiday in England;                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | C
      Shares
      means the 35,000,000 C Ordinary Shares of 0.0005 pence each
      in the capital of the Company;                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Cash
      Amount
      means the aggregate of the line items (i) Security Deposits
      and (ii) Cash/Short Term as at the close of business on the
      Closing Statement Date as set out in the Cash, Debt and Working Capital
      Statement and calculated in accordance with Schedule 3;                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Cash
      Cancellation Proposal
      means a proposal to cancel outstanding Options in consideration for a cash
      payment pursuant to the Amended Rules;                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Cash,
      Debt and Working Capital Statement
      means the statement to be prepared by the Purchaser in accordance with Clause
      8 and Schedule 3;                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Closing
      means the completion of the sale and purchase of the Shares pursuant to
      Clauses 7.1, 7.2 and 7.3 of this Agreement;                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Closing
      Statement Date
      means the Closing Date if it is the last day of the month and, if not, the
      last day of the month prior to the Closing Date, or such other day as is
      agreed between the Principal Seller and the Purchaser;                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Closing
      Date
      means the date on which Closing takes place;                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Company
      means Radianz Limited, details of which are set out in Schedule 1;                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Confidentiality
      Agreement
      means the mutual non-disclosure agreement dated 25 April 2003 between the
      Principal Seller and the Purchaser pursuant to which the Principal Seller
      made available to the Purchaser certain confidential information relating
      to the Group;                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                           
|    | Consultancy
      Agreement
      means an agreement other than a contract of employment with a Group Company,
      pursuant to which an individual provides services;                                                                                                                                                                                                 

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| | Consultant
      means an individual providing services to a Group Company pursuant to a
      Consultancy Agreement on an annual fee (on the basis of a full time consultancy)
      in excess of £80,000 or local equivalent and for a term of not less
      than 3 months;                                                                                     
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Data
      Room
      means the information and documentation made available to the Purchaser
      prior to the date of this Agreement in the Companys data rooms at
      Fleet Place, Prescot Street and New York and in the Reuters data rooms at
      the offices of the Sellers Lawyers, a complete list of which is set
      out in the Data Room Index;
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Data
      Room Index
      means the list of that name agreed between the Principal Seller and the
      Purchaser and attached to the Disclosure Letter;                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Debt
      Amount
      means the aggregate amount of the line item Finance Leases and
      any other interest bearing debt of the Group as at the close of business
      on the Closing Statement Date (stated as a positive number) as set out in
      the Cash, Debt and Working Capital Statement and calculated in accordance
      with Schedule 3;     
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Disclosure
      Letter
      means the letter (including the appendices thereto) dated on the same date
      as this Agreement from the Principal Seller to the Purchaser disclosing:                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                      
| | (i)                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Draft
      Cash, Debt and Working Capital Statement
      has the meaning set out in Clause 8.1;                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Employee
      Body
      means any European Works Council, works council, trade union or other employee
      representatives and Employee
      Bodies
      will be interpreted accordingly;                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Encumbrance
      means any claim, charge, mortgage, lien, option, equity, power of sale,
      hypothecation, retention of title, right of pre-emption, right of first
      refusal or other third party right or security interest of any kind or an
      agreement, arrangement or obligation to create any of the foregoing;                                 
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Equant
      Group
      means Equant NV and its subsidiaries and subsidiary undertakings from time
      to time;                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Estimated
      Cash Amount
      means US$51.583 million;                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Estimated
      Debt Amount
      means US$3.339 million;                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Estimated
      Working Capital Amount
      means US$(39.461 million);                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                      
| | European
      Regulations
      means any applicable legislation in any jurisdiction implementing the provisions
      of EC Directives nos. 77/187 and 2001/23 or any equivalent or replacement
      thereof;                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                      
| | European
      Works Council
      means a forum established for the purposes of information and consultation
      pursuant to the European Communitys Directive 94/45 dated 22 September
      1994 or the European Communitys Directive 97/74 dated 13 December
      1999 (and any amendments thereof) and any successor body of such forum;                 
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Former
      Employee
      means any person who was employed by any Group Company but who is not so
      employed at the date of this Agreement;                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                      
| | Group
      means the Group Companies, taken as a whole;                                                                                                                                                                                                                                                                                                           

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| | Group
          Companies means
          the Company and the Subsidiaries and Group
          Company means
    any one of them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Group
          Indebtedness means
          indebtedness (other than amounts arising out of the ordinary course
          of trade) owed by the Group Companies to the Sellers Post-Closing
    Group;                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Intellectual
          Property means
          patents, petty patents, utility models, trade marks, service marks,
          (including any trade, brand or business names), design rights (whether
          registered or unregistered), copyright, (including all copyright in
          computer software and any databases), semi-conductor topography rights,
          database rights, and all other similar intellectual proprietary rights
          as may exist anywhere in the world and including all extensions, and
          renewals thereof and all applications and rights to apply for any of
    the same;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | LIBOR means
        the British Bankers Association Interest Settlement Rate for one
        month U.S. Dollardisplayed
        on the appropriate page of the Reuters screen (or such other page as
        the parties may agree) at 11.00 a.m., London time, on the first day of
        the period to which any interest period relates (the Relevant
        Date).
        If such rate does not appear on the Reuters screen page on the Relevant
        Date, the rate for the Relevant Date will be deemed to be the rate on
        the last preceding date on
which such rate did so appear;                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Losses means
        all losses, liabilities, costs (including without limitation legal costs
        and experts and consultants fees), charges, expenses, actions,
    proceedings, claims and demands;                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Network
          Services Agreement means
          the network services agreement entered into between the Principal Seller
    and the Purchaser on the date hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Novation
          Agreement means
          the novation agreement between the Principal Seller, the Purchaser
    and Radianz Proton Limited in the Agreed Terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Option means
        an option granted over C Shares
pursuant to the rules of the Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Ordinary
          Shares means
          the 1,000 A ordinary shares of £1 each in the capital
    of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Partner
          Services Agreement means
          the partner services agreement dated 21 October 2004 between the Company
          and Equant Network Services International Limited (ENSIL) pursuant to which the Company
    agreed to purchase services from ENSIL;                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Pension
          Schemes has
          the meaning set out in Schedule
11;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Plan means
        the Radianz 2000 Stock Option Plan as amended from time to time (other
    than pursuant to the terms of this Agreement);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | PMIC means
        Pender Mutual Insurance Company and/or Pender Mutual Insurance Company
    Limited as the context requires;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Preference
          Shares means
          the 15,800 6.5 per cent.
cumulative preference shares of US$1 each, being all of the issued preference
shares in the capital of the US Company;                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Principal
          Sellers Indemnities means
          the indemnities given by the Principal Seller pursuant to Schedule
          12 and under paragraph 8.1 and 8.2 of Schedule 7 (Pensions) and Principal
          Sellers
Indemnity means
any one of them;                                                                                                                                                                                                                                                                                                                                                            

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| | Previous
          NSA means
          the network services agreement between the Principal Seller and the
          Company for the supply of telecommunications and data services dated
          22 May 2000 (as amended) which is to be replaced by the Network Services
    Agreement;                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Previous
          RSAs means
          the services agreement between the Principal Seller and the Company
          for the supply of services by the Principal Seller dated 22 May 2000
          (as amended) and the services agreement dated 30 June 2000 between
    Radianz No.2 US Inc. and Reuters America Inc. (as amended);                                   
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Principal
          Seller VAT Group means
          the VAT group under VAT reference 397 000555 of which Reuters Limited
    is the representative member;                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Principal
          Sellers Closing Warranties means
          the warranties given by the Principal Seller immediately prior to but
          as at Closing pursuant to Clause 10 and Schedule 4 and Principal
          Sellers Closing
Warranty means
any one of them;                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Principal
          Sellers Warranties means
          the warranties given by the Principal Seller pursuant to Clause 10
          and Schedule 4 and Principal
    Sellers Warranty means any one of them;                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Proceedings means
        any proceeding, suit or action arising out of or in connection with this
    Agreement;                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Properties means
        the properties set out in Schedule
9 and Property means
any one of them;                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Purchase
          Price has
          the meaning set out in Clause
3.1;                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Purchasers
          Group means
          BT Group plc and its
subsidiary undertakings from time to time;                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Purchasers
          Lawyers means
          Linklaters of One
Silk Street, London, EC2Y 8HQ;                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Relevant
          Employees means
          those employees who are immediately prior to Closing employed in the
    Group (other than any specifically excluded by agreement with the Purchaser);                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Relief includes
        any relief, loss, allowance, exemption, set-off in respect of any Taxation,
        any deduction or credit in computing or against profits or Taxation and
    any right to repayment of Taxation;                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Retention
          Agreements means
          the retention agreements listed in Schedule 15 and in the form of the
          copy of which has been initialled by the Purchasers Lawyers and
          the Sellers Lawyers for the purposes of identification and, for
          the avoidance of doubt, does not include any modification to any such
    agreements;
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Reuters
          Indebtedness means
          indebtedness (other than amounts arising out of the ordinary course
          of trade and amounts to be novated to the Purchaser under the Novation
          Agreement) owed by the Sellers Post-Closing Group to the Group
    Companies;                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                             
| | RFP means
        a request for proposals issued by the Principal Seller to a number of
        candidates relating to the provision of certain network services to the
    Sellers Group;                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                             
| | RLT
          Senior Employees means
          any of those persons
listed in Part 3 of Schedule 14;                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                             
| | Sellers Group means
        Reuters Group PLC and its
subsidiary undertakings from time to time;                                                                                                                                                                                                                                                                         

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| | Sellers Lawyers means
        Slaughter and May of One
Bunhill Row, London EC1Y 8YY;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Sellers Post-Closing
          Group means
          the Sellers Group excluding
the Group Companies;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Senior
          Employee means
          any of those persons listed in Part 1 of Schedule
14;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Service
          Document means
          a claim form, application notice, order or judgement or other document
    relating to any Proceedings;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Shares means
        the Ordinary Shares and the Preference
Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Subsidiaries means
        the subsidiaries listed in paragraph 2 of Schedule 1 together with any
        other subsidiaries of the Company and Subsidiary means
        any
one of them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Target
          Working Capital Amount means
          the Estimated
Working Capital Amount plus US$19.640 million;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Taxation or Tax means
        all forms of taxation (whether direct or indirect and whether levied
        by reference to income, profits, gains, net wealth, asset values, turnover,
        added value sales, telecoms, gross receipts, franchise, transfer, registration
        or other reference) and statutory, governmental, state, provincial, local
        governmental or municipal impositions, duties, contributions (including
        without limitation social security contributions and any other payroll
        taxes), rates, surtaxes and levies, in each case whenever and wherever
        imposed including in the United Kingdom, the United States of America
        or elsewhere and including whether imposed by way of a withholding or
        deduction for or on account of tax or otherwise, and whether chargeable
        directly or primarily against or attributable directly or primarily to
        a Group Company or any other person and all penalties, charges and interest
        relating thereto, provided (i) that the references to Taxation or Tax
        shall not extend to United Kingdom stamp duty or penalties or interest
        in respect of such stamp duty (but for the avoidance of doubt, references
        to Taxation or Tax do include stamp duty reserve tax and stamp duty land
        tax), and (ii) that the references to Taxation or Tax in Schedule 4 of
    this Agreement shall not include US Sales Tax;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Tax
          Authority means
          any taxing or other authority competent to impose any liability in
          respect of Taxation or responsible for the administration and/or collection
    of Taxation or enforcement of any law in relation to Taxation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Tax
          Indemnity means
          Schedule 13 of this
Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Transaction includes
        any transaction, circumstance, act, event or omission of whatever nature
        and includes, without limitation, any change in the residence of any
        person for the purposes of any Taxation and any change in accounting
    reference date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | UK
          Pension Schemes means
          the Reuters Retirement Plan, the Reuters Pension Fund and the Equant
    Pension Scheme;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | US
          Company means
          Radianz Americas Inc., details of
which are set out in Schedule 1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | US
          Plans means
          the Radianz 401(K) Plan and the
Radianz Executive Retirement Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | USSales Tax means
        any sales tax, telecoms tax and other regulatory fees or surcharges incurred
    in the United States of America;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | US/UK
          Group Companies means
          Radianz US Holdings Inc., Radianz Americas Inc., Radianz Connect Services
    Limited, Radianz US Inc., Radianz Limited, Radianz Global                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|    | Network Operations Limited, Radianz Global Sales Limited, Radianz Proton Limited and Radianz Global Limited, and US/UK
Group Company means any one of them;                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | VAT means, within the European Union, such Tax as
may be levied in accordance with (but subject to derogations from) the Directive 77/388/EEC and, outside the European Union, any Taxation levied by reference to added value or sales; and                                       
|   
|    | Working Capital Amount means the amount of the line
item headed Total Working Capital less Security Deposits as set out in the Cash, Debt and Working Capital Statement and calculated in accordance with Schedule 3.                                                          
|   
|1.2 | Modification etc. of Statutes                                                                                                                                                                                                                                                        
|   
|    | References to a statute or statutory provision:                                                                                                                                                                                                                                      
|   
|    | 1.2.1                                                                                                                                                                                                                                                                                
|   
|    | 1.2.2                                                                                                                                                                                                                                                                                
|   
|1.3 | Singular, plural, gender                                                                                                                                                                                                                                                             
|   
|    | References to one gender include all genders and references to the singular include the plural and vice versa.                                                                                                                                                                       
|   
|1.4 | References to persons and companies                                                                                                                                                                                                                                                  
|   
|    | References to:                                                                                                                                                                                                                                                                       
|   
|    | 1.4.1                                                                                                                                                                                                                                                                                
|   
|    | 1.4.2                                                                                                                                                                                                                                                                                
|   
|1.5 | References to subsidiaries and holding companies                                                                                                                                                                                                                                     
|   
|    | Except where expressly stated otherwise, the words holding company, subsidiary and subsidiary undertaking shall have the same meaning in this Agreement as their respective definitions in the Companies Act
1985.                                                             
|   
|1.6 | Connected Persons                                                                                                                                                                                                                                                                    
|   
|    | A person shall be deemed to be connected with another if that person is connected with such other within the meaning of Section 839 of the Income and Corporation Taxes Act 1988.                                                                                                    
|   
|1.7 | Accounts                                                                                                                                                                                                                                                                             
|   
|    | Any reference to Accounts shall include the
directors and auditors reports, relevant balance sheets and profit and loss accounts and related notes together with all documents which are annexed to or included in or which form a part of the accounts of the company
concerned.

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|1.8  | Schedules etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | References to this Agreement shall include any Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are
to paragraphs and Parts of the Schedules.                                                                                                                                                                                                                                                                                      
|    
|1.9  | Headings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | Headings shall be ignored in interpreting this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|1.10 | Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.                                                                                                                                                                                                                                                                                                                                           
|    
|2    | Agreement to Sell the Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | 2.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | 2.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|3    | Purchase Price                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|3.1  | Amount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | The consideration for the purchase of the Shares under this Agreement shall be an amount of US$203,604,000 in cash being:                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | (together, the Purchase Price).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|3.2  | Reduction
        of Purchase
Price                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | If
      any payment is made by the Sellers to the Purchaser in respect of any claim
      for any breach of this Agreement or pursuant to an indemnity under this
      Agreement (or any agreement entered into under this Agreement) or pursuant
      to Clause 8 of this Agreement, the payment shall be made by way of adjustment
      of the Purchase Price paid by the Purchaser for the Shares under this Agreement
      and the Purchase Price shall be deemed to have been reduced by the amount
    of such payment.

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|3.3 | Repayment of Intra-Group Debt                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 3.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | 3.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | 3.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | 3.3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | 3.3.5                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|3.4 | Attribution of Purchase Price                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | Of the Purchase Price, US$36,000,000 shall be attributable to the Preference Shares and the remainder to the Ordinary Shares. The proportion of the total consideration attributed to the
Preference Shares to which each Seller is entitled in respect of the Preference Shares shall be that which the number of Preference Shares set opposite its name in Schedule 10 (if any) bears to the total number of Preference Shares, and the
proportion of

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|    | the total consideration
    attributed to the Ordinary Shares to which each Seller is entitled in respect
    of the Ordinary Shares shall be that which the number of Ordinary Shares
    set opposite its name in Schedule 10 (if any) bears to the total number of
    Ordinary Shares.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4   | Conditions                                                                                                                                                                                                                                                                                
|   
|4.1 | Conditions Precedent                                                                                                                                                                                                                                                                      
|   
|    | The agreement to sell and purchase the Shares contained in Clause 2 is subject to satisfaction of the following conditions, or their satisfaction subject only to Closing:                                                                                                                
|   
|    | 4.1.1                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.2                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.3                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                           
|   
|    |                                                                                                                                                                                                                                                                                           
|   
|    |                                                                                                                                                                                                                                                                                           
|   
|    |                                                                                                                                                                                                                                                                                           
|   
|    | 4.1.4                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.5                                                                                                                                                                                                                                                                                     
|   
|4.2 | Responsibility for Satisfaction                                                                                                                                                                                                                                                           
|   
|    | 4.2.1                                                                                                                                                                                                                                                                                     

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| |       | in Clauses 4.1.1, 4.1.3
    and 4.1.4 in each case as soon as possible, and each of the Principal Seller
    and the Purchaser shall co-operate with each other in that respect, provided
    that this shall not give rise to an obligation on the part of either party
    to assume expenditure to achieve the same which is materially disproportionate
    in the context of the transactions contemplated by this Agreement and the
    Network Services Agreement or require either party to take any action or
    to accept any conditions to any regulatory clearance or restrictions on any
    persons freedom to conduct business which would be likely to have a
    materially detrimental effect on that party, that partys group (taken
    as a whole), the Company, the Group (taken as a whole) or the commercial
    rationale of the transaction. In particular, the Purchaser shall procure
    the filing of the notifications necessary to obtain the merger clearances
    required by clauses 4.1.3 and 4.1.4 as soon as practicable after the date
    of this Agreement.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 4.2.2 | Subject to Clause
        4.2.3, each of the Purchaser and the Principal Seller undertakes to keep
        the other informed as to progress towards satisfaction of the conditions
        set out in Clause 4.1 and in
particular the Purchaser undertakes to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 4.2.3 | The Purchaser:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |       | commercially
    sensitive, confidential or proprietary information relating to the Purchasers
    Group or any commercially sensitive, confidential or proprietary information
    not relating solely to
the transactions contemplated by this Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    |                                                                                                                                                                                                                                                                                                                                                                                                  | or the Network Services
    Agreement except as disclosed under the terms of the Confidentiality Agreement
    prior to the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 4.2.4                                                                                                                                                                                                                                                                                                                                                                                            | Without prejudice to Clauses 4.2.1, 4.2.2 and 4.2.3, the Principal Seller and the Purchaser agree that all requests and enquiries from any government, governmental, supranational or trade agency,
court or other regulatory body shall be dealt with by the Principal Seller and the Purchaser in consultation with each other and the Principal Seller and the Purchaser shall promptly co-operate with and provide all necessary information and
assistance reasonably required by such government, agency, court or body upon being requested to do so by the other.
|   
|    | 4.2.5                                                                                                                                                                                                                                                                                                                                                                                            | Without prejudice to Clauses 4.2.1, 4.2.2, 4.2.3 and 4.2.4, the Principal Seller shall provide reasonable assistance to the Purchaser at the Purchasers expense in connection with any
antitrust filings required in any jurisdiction other than in the European Union or the United States of America.                                                                                                                                                                                                                                                                 
|   
|4.3 | Non-Satisfaction/Waiver                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | 4.3.1                                                                                                                                                                                                                                                                                                                                                                                            | The Purchaser shall give notice to the Principal Seller of the satisfaction of each relevant conditions in Clauses 4.1.3 and 4.1.4 within two Business Days of becoming aware of the
same.                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | 4.3.2                                                                                                                                                                                                                                                                                                                                                                                            | Each of the Principal Seller and the Purchaser undertakes to notify the other as soon as practicable if at any time they become aware of anything which will or may prevent any of the conditions in
Clause 4.1 from being satisfied.                                                                                                                                                                                                                                                                                                                                    
|   
|    | 4.3.3                                                                                                                                                                                                                                                                                                                                                                                            | The Purchaser may at any time waive in whole or in part and conditionally or unconditionally the conditions set out in Clause 4.1 by notice in writing to the Principal Seller.                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | 4.3.4                                                                                                                                                                                                                                                                                                                                                                                            | If the conditions in Clause 4.1 are not satisfied or waived by the Purchaser on or before 31stOctober 2005 (or such later date as may be agreed by the Principal Seller and the Purchaser) save as expressly provided, this Agreement (other than Clauses 1, 14.2 and 15.2 to 15.17) shall lapse and neither
the Principal Seller nor the Purchaser shall have any claim against the other under it, save for any claim arising from breach of any obligation contained in Clause 4.2.                                                                                   
|   
|5   | Pre-Closing                                                                                                                                                                                                                                                                                                                                                                                     
|   
|5.1 | The Principal Sellers Obligations in Relation to the Conduct of Business                                                                                                                                                                                                                                                                                                                       
|   
|    | The Principal Seller undertakes to use reasonable endeavours to procure that, save as otherwise contemplated or permitted by this Agreement and/or the Network Services Agreement or as agreed with
the representatives of the Purchaser appointed in Clause 5.2 (such agreement not to be unreasonably withheld or delayed), between the date of this Agreement and Closing each Group Company:
|   
|    | 5.1.1                                                                                                                                                                                                                                                                                                                                                                                            | shall carry on its business as a going concern in the ordinary and usual course as carried on immediately prior to the date of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 5.1.2                                                                                                                                                                                                                                                                                                                                                                                            | shall or shall procure that the relevant members of the Group shall (except where otherwise contemplated by this Agreement) maintain all existing insurance policies of the Group and shall seek
recovery from all such policies in accordance with the prior practice and requirements of the relevant policy;                                                                                                                                                                                                                                                          

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| | 5.1.3 | without prejudice
        to the generality of Clause 5.1.1, save for intra-Group transactions
        in the ordinary course and prudent steps to maintain or preserve the
        business of the relevant Group Company,
shall not:
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       | (i)                                                                                                                                                                                                                                   
|
| |       | (ii)                                                                                                                                                                                                                                  
|
| |       | (iii)                                                                                                                                                                                                                                 
|
| |       | (iv)                                                                                                                                                                                                                                  
|
| |       | (v)                                                                                                                                                                                                                                   
|
| |       | (vi)                                                                                                                                                                                                                                  
|
| |       | (vii)                                                                                                                                                                                                                                 
|
| |       | (viii)                                                                                                                                                                                                                                
|
| |       | (ix)                                                                                                                                                                                                                                  
|
| |       | (x)                                                                                                                                                                                                                                   
|
| |       | (xi)                                                                                                                                                                                                                                  
|
| |       | (xii)                                                                                                                                                                                                                                 
|
| |       | (xiii)                                                                                                                                                                                                                                

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| |  |       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | in relation to any
        matter which is material to a Property, apply for any planning permission
    or implement any planning permission already obtained but not implemented;                                                             
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | carry out any material
        structural alteration or addition to, or materially effect any change
    of use of, such Property;                                                                                                              
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | terminate or serve
        any notice to terminate, surrender or accept any surrender of or waive
        the terms of any lease, tenancy or licence which is material in the context
        of the relevant Group
Company;                    
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | agree any new rent
        or fee payable under any lease, tenancy or licence which is material
    in the context of the relevant Group Company;                                                                                               
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | enter into or vary
        any agreement, lease, tenancy, licence or other commitment which is material
    in the context of the relevant Group Company;                                                                                       
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | sell, convey, transfer,
        assign or charge any Property or grant any rights or easements over any
        Property or enter into any covenants affecting any Property or agree
        to do any of the
foregoing;                        
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  | (xiv) | save
        as required by law or pursuant to existing arrangements which were disclosed
    to the Purchaser on or prior to the date of this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | make any amendment
        to the terms and conditions of employment (including, without limitation,
        remuneration, bonuses, notice periods, termination rights, pension entitlements
        and other benefits) of
any Senior Employee;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | provide or agree
        to provide any gratuitous payment or benefit to any Senior Employee or
    any of his dependants;                                                                                                                      
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | dismiss any Senior
    Employee; or                                                                                                                                                                                                             
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  |       | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | engage or appoint
        any additional employee on an annual basic salary (on the basis of full-time
        employment and excluding profit-related bonuses) in excess of £80,000
        or local
equivalent;                               
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  | (xv)  | discontinue
        or amend the Pension Schemes to any material extent or commence to wind
        them up or terminate them or cause them to cease to admit new members
        other than in relation to the Reuters Japan Retirement Pension Plan,
        subject to the fact that UK Employees will cease to be active members
        in the Principal Sellers UK DB Schemes on the Principal Sellers
        UK DB Scheme Leaving Date and save to the extent Schedule 7 (Principal
    Sellers Pension Schemes) envisages special terms to apply to them
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                 
| |  | (xvi) | communicate
        to any Relevant Employee any material plan, proposal or intention to
        discontinue, amend, wind up, terminate or exercise any discretion in
        relation to the Pension Schemes or to introduce any new pension arrangements
        other than in relation to the Reuters Japan Retirement Pension Plan,
        subject to the fact that UK Employees will cease to be active members
        in the Principal Sellers UK DB Schemes on the Principal
Sellers UK DB Scheme Leaving Date and save to the extent                    

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    | Schedule
        7 (Principal Sellers Pension Schemes) envisages special terms to
    apply to them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (xvii)                                                                                                                                                                             | pay
        any benefits under the Pension Schemes otherwise than in accordance with
        the terms of the documents governing the Pension Schemes and not under
        any discretionary power other than in relation to the Reuters Japan Retirement
        Pension Plan, subject to the fact that UK Employees will cease to be
        active members in the Principal Sellers UK DB Schemes on the Principal
        Sellers UK DB Scheme Leaving Date and save to the extent Schedule
        7 (Principal Sellers Pension Schemes) envisages special terms to
    apply to them;                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (xviii)                                                                                                                                                                            | enter
        into any guarantee, indemnity or other agreement to secure any obligation
        of a third party or create any Encumbrance over any of its assets or
    undertaking in any such case except in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (xix)                                                                                                                                                                              | settle
        an insurance claim in respect of, or commence any litigation involving,
    an amount in excess of $600,000 or local equivalent; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (xx)                                                                                                                                                                               | make
        any change to its accounting practices or policies or amend its memorandum
    or articles of association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.2 | BT
    Representatives                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The
        Purchaser irrevocably appoints Neil Rogers and Andy Green as its representatives
        for the purposes of Clauses 5.1 and 5.3 and confirms that it has instructed
        Neil Rogers and Andy Green to deal expeditiously with any agreement sought
    in relation to Clauses 5.1 and 5.3 and that
        the agreement of either Neil Rogers or Andy Green shall be binding on
    the Purchaser
    for the purposes of Clauses 5.1 and 5.3.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3 | Other
    Principal Sellers Obligations Prior to Closing                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 5.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Without
        prejudice to the generality of Clause 5.1.1, and subject to any applicable
        competition laws, prior to Closing the Principal Seller shall procure
    that:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)                                                                                                                                                                                | the
    2004 Accounts are prepared as soon as practicable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                                                                                                               | the
        Group Companies shall collaborate with the Purchaser in relation to all
    material matters concerning the running of the Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii)                                                                                                                                                                              | such
        representatives as the Purchaser reasonably requests may be designated
        to work with the Principal Seller and the Group Companies with regard
    to the management and operations of the Group Companies. Subject to such
        representatives being reasonably available,the
        Principal Seller shall consult, and shall cause the Group Companies to
        consult, with such representatives with respect to any action which is
        considered reasonably likely to materially affect the business of any
        Group Company. The Principal Seller shall provide, and shall cause the
        Group Companies to provide, to such representatives such information
        as is available to the Group without unreasonable effort or cost as such
    representatives may reasonably request for this purpose; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iv)                                                                                                                                                                               | the
        Group Companies shall allow the Purchaser and its agents, upon reasonable
        notice, reasonable access to, and to take copies of, the books, records
    and documents of, or relating in whole or in part to, the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    | 5.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | If Closing has not
        occurred by 21 April 2005, the Principal Seller shall use its reasonable
        endeavours to procure that the master agreement dated 12 December 2003
        between Radianz Global Limited and Thomson Financial Limited (as amended)
        is not terminated provided, however, that nothing in this Clause 5.3.2
        shall require any member of the Sellers Group to incur any expenditure
    to achieve the same.                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6   | Estimated
    Cash, Debt and Working Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The
        Purchaser and the Principal Seller have agreed the Estimated Cash Amount,
        the Estimated Debt Amount and the Estimated Working Capital Amount which
        has been derived from the unaudited management accounts forecast relating
        to the Group drawn up to 30 April 2005 and set out in Part 2 of Schedule
    3.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7   | Closing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1 | Date and
    Place                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Subject
        to Clause 4, Closing shall take place at 12 noon at the offices of the
        Sellers Lawyers on the fifth Business Day following fulfilment
        or waiver of the conditions set out in Clause 4.1, whichever is the later
        or at such other location, time or date as may be agreed between the
    Purchaser and the Principal Seller.                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.2 | Closing
    Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | On Closing, the
        Principal Seller and the Purchaser shall comply with their respective
    obligations specified in Schedule 2.                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.3 | Payment
    of the Purchase Price on Closing                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Against
        compliance with Clause 7.2, on Closing, the Purchaser shall pay to the
    Principal Seller the Purchase Price in cash.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.4 | Breach
    of Closing Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | If
        the Principal Seller or the Purchaser fails to comply with any material
        obligation in Clauses 7.2 and 7.3 and Schedule 2, the Purchaser, in the
        case of non-compliance by the Principal Seller, or the Principal Seller,
        in the case of non-compliance by the Purchaser, shall be entitled (in
        addition to and without prejudice to all other rights or remedies available,
        including the right to claim damages) by written notice to the
other:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 7.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | to effect Closing
        so far as practicable having regard to the defaults which have occurred;
    or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 7.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | to fix a new date
        for Closing (not being more than 20 Business Days after the agreed date
        for Closing) in which case the provisions of Schedule 2 shall apply to
        Closing as so deferred but provided such deferral may only occur once
        and, if Closing is deferred and has not taken place on such new date
        for Closing, to terminate this Agreement (other than Clauses 1, 14.2
        and 15.2 to 15.17) without liability on its part but (for the avoidance
        of doubt) all rights and liabilities of the parties which have accrued
    before termination shall continue to exist.

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|7.5 | Good Discharge                                                                                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Any consideration hereunder received by the Principal Seller in respect of the Shares shall be received by the Principal Seller on behalf of the actual shareholder to which it relates and shall be
a good discharge of the Purchasers obligation to pay the consideration due in respect of the Shares and the Purchaser shall have no obligation to enquire into the application thereof.
|   
|8   | Post-Closing Adjustments                                                                                                                                                                                                                                                                                                                                                                     
|   
|8.1 | Draft Cash, Debt and Working Capital Statement                                                                                                                                                                                                                                                                                                                                               
|   
|    | The Purchaser shall procure that as soon as practicable following Closing there shall be drawn up and delivered to the Principal Seller a draft of the Cash, Debt and Working Capital Statement (the
Draft Cash, Debt and Working Capital Statement) in accordance with Schedule 3.                                                                                                        
|   
|8.2 | Determination of Cash, Debt and Working Capital Statement                                                                                                                                                                                                                                                                                                                                    
|   
|    | 8.2.1                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | 8.2.2                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | 8.2.3                                                                                                                                                                                                                                                                                                                                                                                        
|   
|8.3 | Adjustment to the Purchase Price and balancing payments                                                                                                                                                                                                                                                                                                                                      
|   
|    | 8.3.1                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                              

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|     |                                                                                                                                                                     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Any payment pursuant
    to this Clause 8.3 shall be made on or before 10 Business Days after the
    date on which the process described in paragraph 3 of Part I of Schedule
    3 for
    the preparation of the Cash, Debt and Working Capital Statement is complete.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |                                                                                                                                                                     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The maximum amount payable
pursuant to this Clause 8.3.1 shall be *.                                                                                                                                                                                                     
|    
|     | 8.3.2                                                                                                                                                               | Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     |                                                                                                                                                                     | Any payment to be made in accordance with this Clause 8 shall include interest thereon calculated from the Closing Date to the date of payment at a rate per annum equal to LIBOR. Such interest
shall accrue from day to day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|9    | Pensions                                                                                                                                                           
|    
|     | The provisions of Schedule 7 shall apply in respect of the Pension Schemes.                                                                                        
|    
|10   | Warranties                                                                                                                                                         
|    
|10.1 | The Principal Sellers Warranties                                                                                                                                  
|    
|     | 10.1.1                                                                                                                                                              | Subject to Clause 10.2 and Schedule 6, the Principal Seller warrants to the Purchaser in terms of the statements set out in Schedule 4 as of the date of this Agreement (other than the Principal
Sellers Warranties relating to the 2004 Accounts which shall be deemed to be warranted as at the date of delivery of the 2004 Accounts to the Purchaser) and immediately prior to but as at Closing.                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | 10.1.2                                                                                                                                                              | Each of the Principal Sellers Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 4 or by anything in this Agreement save
for Clause 10.2 and Schedule 6 and as otherwise expressly stated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | 10.1.3                                                                                                                                                              | Any Principal Sellers Warranty qualified by the expressions to the best of the Principal Sellers knowledge, information and belief, so far as the Principal Seller is
aware or any similar expressions shall, unless otherwise stated, be deemed to refer to the actual knowledge as at the date on which the Principal Sellers Warranty is given or deemed to be given of any of the Sellers other than the
Principal Seller, and the actual knowledge of the Principal Seller on that date resulting only from the Principal Seller having made reasonable enquiries of Mike Sayers, David Grigson, Howard Edelstein, Philip Emery, Michael Harris, Don Brook, Ed
Banks, Brennan Carley, Chris Church, Kirsten English, Rick Snape and Rachel Flam on that date.
|    
|10.2 | Principal Sellers Disclosures                                                                                                                                     
|    
|     | The Principal Sellers Warranties are subject to the matters which are fairly disclosed in this Agreement, the Network Services Agreement or the Disclosure Letter.
|    
|10.3 | Notification                                                                                                                                                       
|    
|     | 10.3.1                                                                                                                                                              | If after the signing of this Agreement and before Closing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the Principal
      Seller shall become aware that any of the Principal Sellers Warranties
      was untrue, inaccurate or misleading in any material respect as of the
      signing of this Agreement; or                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any
      event shall occur or matter shall arise of which the Principal Seller becomes
      aware which results or may result in any of the Principal Sellers
      Warranties being untrue, inaccurate or misleading in any material respect
      at Closing,
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the
      Principal Seller shall immediately notify the Purchaser in writing as soon
      as practicable and in any event prior to Closing setting out in reasonable
      detail the available relevant information and the Principal Seller shall
      make such investigation concerning the event or matter and take such action
      or procure the taking of such action as the Purchaser may reasonably require.                                                                                                                                                                                                                
|    
|     | 10.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Any notification
      pursuant to Clause 10.3.1 shall not operate as a disclosure pursuant to
      Clause 10.2 of this Agreement and the Principal Sellers Warranties
      shall not be subject to such notification.                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|10.4 | Breach
      of Warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | 10.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Purchaser
         shall be entitled to terminate this Agreement (other than Clauses 1,
        14.2
      and 15.2 to 15.17) prior to Closing taking place (but not after Closing)
      bynotice
      in writing to the Principal Seller if there is one or more material breach(es)
      of the Principal Sellers Warranties (whether as made at the date
      of this Agreement or as at Closing) which breach or breaches, taking into
      account the effect of Schedule 6, gives or will give rise to, or is or
      are reasonably likely to give rise to, a liability in respect of such breach(es)
      exceeding *.
|    
|     | 10.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | If the
      Purchaser becomes aware prior to Closing of any circumstances constituting
      a breach of the Principal Sellers Warranties (whether by virtue of
      the operation of Clause 10.3 or otherwise), it shall prior to exercising
      any rights under this Agreement allow the Principal Seller a reasonable
      opportunity, having regard to the nature of the breach and the date of Closing
      (if known), to remedy such breach prior to Closing.                                                                                                                                                             
|    
|     | 10.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | If the
      Purchaser becomes entitled to terminate this Agreement under Clause 10.4.1,
      but elects not to do so, then, subject to Schedule 6, the Purchaser shall
      remain entitled to pursue its claim for breach of the Principal Sellers
      Warranties.                                                                                                                                                                                                                                                                                                                                                                 
|    
|10.5 | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | No party
      shall have the right to terminate this Agreement for any reason other than
      in the circumstances set out in Clauses 7.4.2 or 10.4.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|10.6 | The
      Principal Sellers Waiver of Rights against the Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | Save in
      the case of fraud or dishonesty, the Principal Seller undertakes to the
      Purchaser for itself and as trustee for the Group Companies and their respective
      directors, officers and agents and the Relevant Employees to waive any rights,
      remedies or claims which it may have in respect of any misrepresentation,
      inaccuracy or omission in or from any information or advice supplied or
      given by the Group Companies or their respective directors, officers or
      agents or the Relevant Employees in connection with assisting the

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|     | Principal
      Seller in the giving of any Principal Sellers Warranty or the preparation
      of the Disclosure Letter.                                                                                                                                                                                                                                                                                                                                           
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|10.7 | Effect
      of Closing                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | The
      Principal Sellers Warranties, the Purchasers warranties referred
      to in Clause 10.8 and all other provisions of this Agreement shall not be
      extinguished or affected by Closing or by any other event or matter, except
      by a specific and duly authorised written waiver or release by the party
      to this Agreement who benefits under the relevant provision or to the extent
      that such provisions are satisfied by Closing.
|    
|10.8 | The
      Purchasers Warranties                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | The
      Purchaser warrants to each of the Sellers in terms of the statements set
      out in Schedule 5 as of the date of this Agreement.                                                                                                                                                                                                                                                                                                                         
|    
|11   | Limitation
      of Sellers Liability and Claims Procedure.                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | The
      provisions of Schedule 6 shall apply to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|12   | Indemnities,
      Insurance and the Cash Cancellation Proposal                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|12.1 | Indemnities                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | The
      provisions of Schedule 12 shall apply to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|12.2 | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | 12.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 12.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|12.3 | Cash
      Cancellation Proposal                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | The
      provisions of Schedule 16 shall apply to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|13   | Restrictions
      on the Sellers and other post-Closing obligations                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|13.1 | Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | The
      Principal Seller undertakes with the Purchaser for itself and as trustee
      for the Group Companies that:                                                                                                                                                                                                                                                                                                                                               
|    
|     | 13.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|     | 13.1.2                                                                                                                                                                                                                                                | it will procure,
      to the extent to which it is able to do so by the exercise of its voting
      rights only, that no member of the Sellers Post-Closing Group which
      is a subsidiary, but not a wholly-owned subsidiary, of Reuters Group PLC,
      and no directors of any such member of the Sellers Post-Closing Group,                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | will in
    any Relevant Capacity during the Restricted Period,                                                                                                                                                                                      
|    
|     | 13.1.3                                                                                                                                                                                                                                                | subject to Clause
      13.2, directly or indirectly carry on any Competitive Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | 13.1.4                                                                                                                                                                                                                                                | for the purposes
      of a Competitive Business and in competition with the business of any Group
      Company as now carried on, canvass or solicit the custom of any person,
      firm or company who has within two years prior to Closing been a regular
      customer of any Group Company in relation to the business of the Group Company;                                                                                                                                                                                                                                                                                        
|    
|     | 13.1.5                                                                                                                                                                                                                                                | induce or seek to
      induce any present Restricted Employee to become employed whether as employee,
      consultant or otherwise by any member of the Sellers Post- Closing
      Group, whether or not such Restricted Employee would thereby commit a breach
      of his contract of service. The placing of an advertisement available to
      a member of the public generally and the recruitment of a person through
      an employment agency shall not constitute a breach of this Clause 13 provided
      that no member of the Sellers Group encourages or advises such agency
      to approach any Restricted Employee;
|    
|     | 13.1.6                                                                                                                                                                                                                                                | make public announcements
      or issue statements promoting any Competitive Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | 13.1.7                                                                                                                                                                                                                                                | enter into any joint
      marketing arrangement with any person to promote such persons Competitive
      Business; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | 13.1.8                                                                                                                                                                                                                                                | fund or participate
      in the development of products or services of a Competitive Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|13.2 | Exceptions                                                                                                                                                                                                                                           
|    
|     | The
      restriction in Clause 13.1 (other than Clause 13.1.5), shall not prevent
      any member of the Sellers Post-Closing Group, or any directors of
      any member of the Sellers Post- Closing Group in his Relevant Capacity
      from:
|    
|     | 13.2.1                                                                                                                                                                                                                                                | carrying on or being
      interested in any activities of a type which the Sellers Post- Closing
      Group or any of its members is currently carrying on or in which it is currently
      engaged, concerned or interested or anything substantially similar to such
      activities;                                                                                                                                                                                                                                                                                                                                                 
|    
|     | 13.2.2                                                                                                                                                                                                                                                | continuing any client
      or customer relationship existing on the date of this Agreement (other than
      developing such relationship to include a Competitive Business);                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | 13.2.3                                                                                                                                                                                                                                                | acquiring and thereafter
      managing and operating any business, firm, company or group of companies
      if the Competitive Business is incidental to the activities of such business,
      firm, company or group of companies at the time of the acquisition and provided
      that the Competitive Business acquired is not thereafter substantially developed
      or extended in its scope (in the event of any disposal of such Competitive
      Business is subsequently proposed by a member of the Sellers Post-
      Closing Group, it is the current intention of the Principal Seller that
      it would             

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|     |                                        | approach the Purchaser
      with respect to such disposal, provided that any failure to do so shall
      not entitle the Purchaser to any remedy under this Agreement);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | -------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | 13.2.4                                 | holding an equity
      interest in any body corporate (whether listed or unlisted) which confer
      not more than twenty per cent. of the votes which could normally be cast
      at a general meeting of, or the right to elect or appoint a majority of
      the board of directors of, such body corporate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | 13.2.5                                 | obtaining products
      or services from any third party unless it is prohibited from doing so under
      the Network Services Agreement or in circumstances where it has a right
      to terminate the Network Services Agreement or where the Purchaser cannot
      or will not supply services to the Principal Seller under and in accordance
      with the terms of the Network Services Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | 13.2.6                                 | acting in accordance
      with any contract, agreement or other arrangement entered into from time
      to time between it or it and any other member of the Sellers Post-
      Closing Group, on the one hand, and any member of the Group or the Purchasers
      Group on the other;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | 13.2.7                                 | continuing to hold
      an interest in Savvis Communications Corporation, continuing its existing
      commercial relationships or acting in accordance with any contract, agreement
      or other arrangement entered into with Savvis Communications Corporation
      and/or members of its group in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | 13.2.8                                 | conducting its media,
      editorial and news agency business in the ordinary course, whether or not
      such business refers to or makes comments relating to a Competitive Business;
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | 13.2.9                                 | making announcements
      or statements relating to agreements entered into with network service providers
      or the network services the Sellers Post-Closing Group is receiving
      from such network service providers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|13.3 | Reuters
      post-Closing obligations
|    
|     | 13.3.1                                 | As soon as is reasonably
      possible after Closing or (to the extent that the Principal Seller is not
      aware of such ownership as at Closing) reasonably promptly on becoming aware
      of the same, the Principal Seller shall procure the transfer, or (in the
      case of such domain names registered in the name of an employee of any member
      of the Sellers Post-Closing Group) use all reasonable endeavours to
      co- operate with the Purchaser with a view to procuring the transfer to
      the Purchaser (or such other person as the Purchaser may direct) of any
      internet domain names registered in the name of any member of the Sellers
      Post-Closing Group or any employee of any member of the Sellers Post-Closing
      Group that include (i) the name "Radianz"; (ii) any other registered trade
      mark owned by the Purchaser or any Group Company; or (iii) any unregistered
      trade mark that is listed in Part 2 of Schedule 8, save that the Principal
      Seller shall not be required to transfer any domain name under this Clause
      13.3.1 that contains a word identical or confusingly similar to a trade
      mark owned by the Sellers Post-Closing Group.
|    
|     | 13.3.2                                 | The Principal Seller
      shall, to the extent possible (and having regard to customers wishes),
      refer to the Company and/or the Purchaser any requests or enquiries it receives
      from third parties relating to the part of the business of the Group which
      provides managed internet protocol extranet services on a shared infrastructure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | platform to users
      in the financial services sector for communication with their customers,
      suppliers and/or their extended communities of interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | 13.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | In this Clause 13.3.3,
      terms that are not defined in this Agreement shall have the meaning given
      to them in the Network Services Agreement. The Principal Seller agrees to
      promote the benefits of meshing (both between Reuters Products, and Reuters
      Products and third party customer products) to both its Personnel and its
      Customers, including taking the following steps: The Principal Seller agrees
      to maintain policies within the Sellers Post-Closing Group that support
      the principles of meshing to both its Personnel and its Customers (including,
      but not limited to, promoting and supporting publicly in the relevant markets,
      and to the Principal Sellers existing and potential Customers). In
      the event that the Purchaser or the Principal Seller finds members of the
      Sellers Post-Closing Group not supporting this principle, the Principal
      Seller shall take all reasonable steps to prevent (as soon as practicably
      possible) such Personnel continuing such activities provided that it is
      not against the Principal Sellers business interests. For the avoidance
      of doubt, it is the Principal Sellers intention that for New Services
      the Purchaser shall control the relevant physical access circuits.
|    
|13.4 | Reasonableness
      of Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | The
      Principal Seller agrees that the restrictions contained in this Clause 13
      are no greater than is reasonable and necessary for the protection of the
      interests of the Purchaser and the Group Companies but if any such restriction
      shall be held to be void but would be valid if deleted in part or reduced
      in application, such restriction shall apply with such deletion or modification
      as may be necessary to make it valid and enforceable.
|    
|13.5 | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | The
      following terms shall have the following meanings respectively in this Clause
      13:                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | 13.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Competitive
      Business
      means a business which provides managed internet protocol extranet services
      on a shared infrastructure platform to users in the financial services sector
      for communication with their customers, suppliers and/or their extended
      communities of interest which competes in a material respect with the business
      of the Group as it is carried on at the date of this Agreement and whose
      services and products are capable of being substituted in place of the services
      and products of the Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 13.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Relevant
      Capacity
      means, in relation to a member of the Sellers Post-Closing Group,
      for its own account or for that of any person, firm or company (other than
      the Purchaser or the Group Companies) or in any other manner; and, in relation
      to a directors thereof, for the account of the member of the Sellers
      Post-Closing Group of which he is a director;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | 13.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Restricted
      Employee
      means any Senior Employee; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | 13.5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Restricted
      Period
      means three years commencing on Closing or such shorter period of time recognised
      by applicable law as being binding on the Principal Seller except in relation
      to Clause 13.1.5 with respect to whichRestricted Periodmeans
      eighteen months commencing on Closing or such shorter period of time recognised
      by applicable law as being binding on the Principal Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|13.6 | Nutley                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Following Closing the Purchaser and the Principal Seller will (acting reasonably and in good faith) review the Nutley lease listed in Schedule 9 and agree the most appropriate way forward in
respect thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|14   | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|14.1 | Announcements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | Pending Closing, no announcement or circular in connection with the existence or the subject matter of this Agreement or the Network Services Agreement shall be made or issued by or on behalf of
the Sellers Group or the Purchasers Group, and the Principal Seller shall procure that the Group shall not make any such announcement or circular, without the prior written approval of the Principal Seller and the Purchaser. This shall
not affect any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange on which the shares of any member of the Sellers Group or the Purchasers Group are listed but the party whose
group has an obligation to make an announcement or issue a circular shall consult with the other party insofar as is reasonably practicable before complying with such an obligation.
|    
|14.2 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 14.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | 14.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 14.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|     |                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                         | the disclosure
    or use is required by law, any regulatory body, any
    recognised stock exchange or is necessary as part of a regulatory clearance
    process;                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |                    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                        | the disclosure or use is required to vest the full benefit of this Agreement in the Sellers or the Purchaser;                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |                    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                       | the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or the Network Services Agreement or any other agreement entered into under or pursuant
to this Agreement or the Network Services Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;                                                                                                                                                                  
|    
|     |                    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                        | the disclosure is made to professional advisers of the Sellers or the Purchaser on terms that such professional advisers undertake to comply with the provisions of Clause 14.2 in respect of such
information as if they were a party to this Agreement;                                                                                                                                                                                                                                                                         
|    
|     |                    | (v)                                                                                                                                                                                                                                                                                                                                                                                                                         | the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement or the Network Services Agreement);                                                                                                                                                                                                                                                                                                                                                                  
|    
|     |                    | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                        | the other party has given prior written approval for the disclosure or use;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     |                    | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                       | the information is independently developed after Closing; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     |                    | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                      | the disclosure is made to a member of the same group as the disclosing party and such member complies with the provisions of Clause 14.2,                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     |                    | provided that prior to disclosure or use of any information pursuant to Clause 14.2.3(i), (ii) or (iii) except in the case of disclosure to a Tax Authority, the party concerned shall promptly
notify the other party of such requirement with a view to providing that other party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.        
|    
|15   | Other Provisions  
|    
|15.1 | Further Assurances
|    
|     | 15.1.1             | Each of the Principal Seller and the Purchaser shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time execute such documents and perform such
acts and things as the Principal Seller or the Purchaser may reasonably require to transfer the Shares to the Purchaser and to give each of the Principal Seller and the Purchaser the full benefit of this Agreement.
|    
|     | 15.1.2             | Release of Guarantees                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     |                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                         | The Purchaser shall use reasonable endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of the Principal Seller or any
member of the Sellers Group from any securities, guarantees or indemnities given by or binding upon the Principal Seller or any member of the Sellers Group in respect of any liability of the Group Companies. Pending such release the
Purchaser shall indemnify the Principal Seller and any member of the Sellers Group

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|     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                 | against
      all amounts paid by any of them pursuant to any such securities, guarantees
      and indemnities in respect of such liability of the Group Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                 | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                            | The Principal Seller shall
use reasonable endeavours to procure by Closing or, to the extent not done by
Closing, as soon as reasonably practicable thereafter, the release of each Group
Company from any securities, guaranties or indemnities given by or binding upon
the Group Company in respect of any liability of the Principal Seller or any
member of the Sellers Group. Pending such release, the Principal Seller shall
indemnify the Group Companies against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of such liability of the Principal Seller.
|    
|15.2 | Principal Sellers Liability                                                                                                                                                                                                                                                   
|    
|     | 15.2.1                                                                                                                                                                                                                                                                          | The Principal Seller shall be jointly and severally liable with each other Seller for any breach of this Agreement by any other Seller.                                                                                                                                                                                                                                                                                        
|    
|     | 15.2.2                                                                                                                                                                                                                                                                          | Any liability to the Purchaser under this Agreement may in whole or in part be released, compounded or compromised or time or indulgence given by the Purchaser in its absolute discretion as
regards any of the Sellers under such liability without in any way prejudicing or affecting its rights against any other or others of the Sellers under the same or a like liability whether joint and several or otherwise.     
|    
|15.3 | Whole Agreement                                                                                                                                                                                                                                                                
|    
|     | 15.3.1                                                                                                                                                                                                                                                                          | This Agreement contains the whole agreement between the Sellers and the Purchaser relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms
implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Sellers (or any of them) and the Purchaser in relation to the matters dealt with in this Agreement.          
|    
|     | 15.3.2                                                                                                                                                                                                                                                                          | The Purchaser acknowledges that it has not been induced to enter this Agreement by any representation, warranty or undertaking not expressly incorporated into it.                                                                                                                                                                                                                                                             
|    
|     | 15.3.3                                                                                                                                                                                                                                                                          | So far as is permitted by law and except in the case of fraud, each of the Sellers and the Purchaser agrees and acknowledges that its only right and remedy in relation to any representation,
warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).
|    
|     | 15.3.4                                                                                                                                                                                                                                                                          | In Clauses 15.3.1 to 15.3.3, this Agreement includes
the Disclosure Letter, the Network Services Agreement and all documents entered into pursuant to this Agreement.                                                                                                                                                                                                                                                        
|    
|15.4 | Reasonableness                                                                                                                                                                                                                                                                 
|    
|     | Each of the Sellers and the Purchaser confirms it has received independent legal advice relating to all the matters provided for in this Agreement, including the terms of Clause 13 and Clause 15.3
and agrees that the provisions of this Agreement (including the Disclosure

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|     | Letter, the Confidentiality Agreement, the Network Services Agreement and all documents entered into pursuant to this Agreement) are fair and reasonable.                                                                                                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|15.5 | Assignment                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | 15.5.1                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | 15.5.2                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|15.6 | Third Party Rights                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | 15.6.1                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | 15.6.2                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | 15.6.3                                                                                                                                                                                                                                                                                                                                                                                             
|    
|15.7 | Variation                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Principal Seller and the Purchaser.                                                                                                                                                                                                                                                  
|    
|15.8 | Method of Payment                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | Except as otherwise specified, wherever in this Agreement provision is made for the payment by one party to another, such payment shall be effected by crediting for same day value the account
specified by the payee to the payer reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected on or before the due date for payment.

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|15.9  | Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | 15.9.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|      | 15.9.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|15.10 | Stamp Duty, Fees and Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     
|      | The Purchaser shall bear the cost of all stamp duty, any notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and
duties are payable as a result of the transactions provided for by this Agreement. The Purchaser shall be responsible for arranging the payment of such stamp duty and all other such fees, taxes and duties, including fulfilling any administrative or
reporting obligation imposed by the jurisdiction in question in connection with the payment of such taxes and duties. The Purchaser shall indemnify the Sellers or any other member of the Sellers Group against any Losses suffered by the Sellers
or member of the Sellers Group as a result of the Purchaser failing to comply with its obligations under this Clause 15.10.
|     
|15.11 | Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|      | If any of the Sellers or the Purchaser defaults in the payment when due of any sum payable under this Agreement, its liability shall be increased to include interest on such sum from the date when
such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum of two and one-half per cent above LIBOR. Such interest shall accrue from day to day and shall be compounded monthly.                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|15.12 | Grossing-up of Indemnity Payments, VAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|      | 15.12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|      | 15.12.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|      |         | provided that if
        any party to this Agreement shall have assigned the benefit in whole
        or in part of this Agreement (other than to a member of the Purchasers
        Group to whom the Purchaser directs on or before Closing any Shares are
        to be transferred in accordance with this Agreement) then the liability
        of the payee under this Clause 15.12.2 shall be limited to that (if any)
        which it would have been had no such assignment taken
place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 15.12.3 | If the recipient
        of a payment made under this Agreement pursuant to an indemnity, compensation
        or reimbursement provision receives a Relief for or refund of any Taxation
        payable by it or similar benefit by reason of any deduction or withholding
        for or on account of Taxation then it shall reimburse to the other party
        such part of such additional amounts paid to it pursuant to Clause 15.12.1,
        15.12.2 or 15.12.4 as the recipient of the payment certifies to the other
        party will leave it (after such reimbursement) in no better and no worse
        position than it would have been if the other party had not been required
    to make such deduction or withholding.                                                                                                                                                                                                                                                                                       
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 15.12.4 | Where any sum constituting
        an indemnity, compensation or reimbursement to any party to this Agreement
        (the Party)
        is paid to a person other than the Party but is treated as taxable in
        the hands of the Party, the payer shall promptly pay to the Party such
        sum as shall reimburse the Party for all Taxation suffered by it in respect
        of the payment (after giving credit for any tax relief available to the
        Party in respect of the matter giving rise to the payment), provided
        that if any party to this Agreement shall have assigned the benefit in
        whole or in part of this Agreement (other than to a member of the Purchasers
        Group to whom the Purchaser directs on or before Closing any Shares are
        to be transferred in accordance with this Agreement) then the liability
        of the Party under this Clause 15.12.4 shall be limited to that (if any)
    which it would have been had no such assignment taken place.
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 15.12.5 | Where under the
        terms of this Agreement one party is liable to indemnify or reimburse
        another party in respect of any costs, charges or expenses, the payment
        shall include an amount equal to any amounts in respect of VAT thereon
        incurred by the other party to the extent that neither the other party
        nor any other member of any VAT group of which it is a member is entitled
    to credit or repayment of those amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 15.12.6 | If any payment
        under this Agreement constitutes the consideration for a taxable supply
        for VAT purposes, then in addition to that payment the payer shall pay
        an amount equal to the amount of VAT due against delivery of an appropriate
    VAT invoice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 15.12.7 | The provisions
        of Schedule 13 shall apply to this Agreement and shall be treated as
    part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|15.13 | Notices
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 15.13.1 | Any notice or other
    communication in connection with this Agreement (each, a Notice) shall be:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |         | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |         | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| | 15.13.2 | A Notice to the
        Principal Seller shall be sent to the following address, or such other
        person or address as the Principal Seller may notify to the Purchaser
    from time to time:
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                    
| |         | Reuters Limited                                                                                                                                                                                    
| |         |                                                                                                                                                                                                    
| |         | 85
    Fleet Street, London EC4P 4AJ                                                                                                                                                               
| |         |                                                                                                                                                                                                    
| |         | Fax: 44 (0) 207
    542 6848                                                                                                                                                                       
| |         |                                                                                                                                                                                                    
| |         | Attention: General
    Counsel                                                                                                                                                                     
| |         |                                                                                                                                                                                                    
| | 15.13.3 | A Notice to Blaxmill
        shall be sent to the following address, or such other person or address
    as Blaxmill may notify to the Purchaser from time to time:                                
| |         |                                                                                                                                                                                                    
| |         | Blaxmill (Six)
    Limited                                                                                                                                                                         
| |         |                                                                                                                                                                                                    
| |         | 85
    Fleet Street, London EC4P 4AJ                                                                                                                                                               
| |         |                                                                                                                                                                                                    
| |         | Fax: 44 (0) 207
    542 6848                                                                                                                                                                       
| |         |                                                                                                                                                                                                    
| |         | Attention: General
    Counsel                                                                                                                                                                     
| |         |                                                                                                                                                                                                    
| | 15.13.4 | A Notice to Reuters
        C shall be sent to the following address, or such other person or address
    as Reuters C may notify to the Purchaser from time to time:                              
| |         |                                                                                                                                                                                                    
| |         | Reuters C LLC                                                                                                                                                                                      
| |         |                                                                                                                                                                                                    
| |         | The Reuters Building,
    3 Times Square, New York, 10036, NY, USA                                                                                                                                 
| |         |                                                                                                                                                                                                    
| |         | Fax: +1 646 223
    4250                                                                                                                                                                           
| |         |                                                                                                                                                                                                    
| |         | Attention: Nancy
    Gardner, Area General Counsel                                                                                                                                                 
| |         |                                                                                                                                                                                                    
| |         | with a copy to:                                                                                                                                                                                    
| |         |                                                                                                                                                                                                    
| |         | Reuters Limited                                                                                                                                                                                    
| |         |                                                                                                                                                                                                    
| |         | 85
    Fleet Street, London EC4P 4AJ                                                                                                                                                               
| |         |                                                                                                                                                                                                    
| |         | Fax: 44 (0) 207
    542 6848                                                                                                                                                                       
| |         |                                                                                                                                                                                                    
| |         | Attention: General
    Counsel                                                                                                                                                                     
| |         |                                                                                                                                                                                                    
| | 15.13.5 | A Notice to Reuters
        America shall be sent to the following address, or such other person
        or address as Reuters America may notify to the Purchaser from time to
    time:          
| |         |                                                                                                                                                                                                    
| |         | Reuters America
    LLC                                                                                                                                                                            
| |         |                                                                                                                                                                                                    
| |         | The Reuters Building,
    3 Times Square, New York, 10036, NY, USA                                                                                                                                 
| |         |                                                                                                                                                                                                    
| |         | Fax: +1 646 223
    4250                                                                                                                                                                           
| |         |                                                                                                                                                                                                    
| |         | Attention: Nancy
    Gardner, Area General Counsel                                                                                                                                                 
| |         |                                                                                                                                                                                                    
| |         | with a copy to:                                                                                                                                                                                    
| |         |                                                                                                                                                                                                    
| |         | Reuters Limited                                                                                                                                                                                    
| |         |                                                                                                                                                                                                    
| |         | 85
    Fleet Street, London EC4P 4AJ                                                                                                                                                               
| |         |                                                                                                                                                                                                    
| |         | Fax: 44 (0) 207
    542 6848                                                                                                                                                                       

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|      |                                                                                                                                                                                                                                                        | Attention: General
    Counsel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | 15.13.6                                                                                                                                                                                                                                                | A Notice to the
        Purchaser shall be sent to the following address, or such other person
    or address as the Purchaser may notify to the Sellers from time to time:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                        | British Telecommunications
    plc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                        | 81 Newgate Street,
    London, EC1A 7AJ                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                        | Fax: +44 207 600
    6891                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                        | Attention: Anne
    Fletcher, Group General Counsel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | 15.13.7                                                                                                                                                                                                                                                | A Notice shall
    be effective upon receipt and shall be deemed to have been received:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                        | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|15.14 | Invalidity                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | 15.14.1                                                                                                                                                                                                                                                | If any provision
        in this Agreement shall be held to be illegal, invalid or unenforceable,
        in whole or in part, the provision shall apply with whatever deletion
        or modification is necessary so that the provision is legal, valid and
    enforceable and gives effect to the commercial intention of the parties.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | 15.14.2                                                                                                                                                                                                                                                | To the extent it
        is not possible to delete or modify the provision, in whole or in part,
        under Clause 15.14.1, then such provision or part of it shall, to the
        extent that it is illegal, invalid or unenforceable, be deemed not to
        form part of this Agreement and the legality, validity and enforceability
        of the remainder of this Agreement shall, subject to any deletion or
    modification made under Clause 15.14.1, not be affected.                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|15.15 | Counterparts                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | This Agreement
        may be entered into in any number of counterparts, all of which taken
        together shall constitute one and the same instrument. Each of the parties
        may enter into this Agreement by
signing any such counterpart.
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|15.16 | Governing
    Law and Submission to Jurisdiction                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | 15.16.1                                                                                                                                                                                                                                                | This Agreement
        and the documents to be entered into pursuant to it, save as expressly
        referred to therein, shall be governed by and construed in accordance
    with English law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | 15.16.2                                                                                                                                                                                                                                                | Each of the Sellers
        and the Purchaser irrevocably agrees that the courts of England are to
        have exclusive jurisdiction to settle any dispute which may arise out
        of or in connection with this Agreement and the documents to be entered
        into pursuant to it and that accordingly any proceedings arising out
        of or in connection with this Agreement and the documents to be entered
        into pursuant to it shall be brought in such courts. Each of the Sellers
        and the Purchaser irrevocably submits to the jurisdiction of such courts
        and waives any objection to proceedings in any such court on the ground
        of venue or on the ground that proceedings have been brought in an inconvenient
    forum.

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|15.17 | Agent for
    Service
|----- | ---------------------
|      |                      
|      | 15.17.1              
|      |                      
|      | 15.17.2              
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      | 15.17.3              

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In witnesswhereof this Agreement has been duly executed

|                                                |                    | 
|----------------------------------------------- | ------------------ | 
|SIGNED by Barry
    Woodward                    |                    | 
|on behalf ofReuters
    Limited:                |                   
|                                                |                   
|                                                | /S/ BARRY WOODWARD
|                                                |                    | 
|SIGNED by Barry
    Woodward                    |                    | 
|on behalf ofBlaxmill
    (Six) Limited:         |                   
|                                                |                   
|                                                | /S/ BARRY WOODWARD
|                                                |                    | 
|SIGNED by Barry
    Woodward                    |                    | 
|on behalf ofReuters
    C LLC:                  |                   
|                                                |                   
|                                                | /S/ BARRY WOODWARD
|                                                |                    | 
|SIGNED by Barry
    Woodward                    |                    | 
|on behalf ofReuters
    America LLC:            |                   
|                                                |                   
|                                                | /S/ BARRY WOODWARD
|                                                |                    | 
|SIGNED by Neil Rogers                           |                    | 
|on behalf ofBritish
    Telecommunications plc: |                   
|                                                |                   
|                                                | /S/ NEIL ROGERS   

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Schedule 1The Company and the Subsidiaries

|1 | Particulars of the Company                 |  |                                        
|- | ------------------------------------------ |  | ---------------------------------------
|  |                                            |  |                                        
|  | Name of Company:                           |  | Radianz Limited                        
|  | Registered Number:                         |  | 03918478                               
|  |                                            |  |                                        
|  | Registered Office:                         |  | Kingsfield House                       
|  |                                            |  | 66 Prescot Street                      
|  |                                            |  | London E1 8HG                          
|  |                                            |  |                                        
|  | Date and place of incorporation:           |  | 03/02/2000; United Kingdom             
|  |                                            |  |                                        
|  | Issued share capital:                      |  | 35,001,000 split into: 1000 A Ordinary 
|  |                                            |  | Shares of £1 each and 35,000,000 C     
|  |                                            |  | Shares of £0.000005 each. Aggregate    
|  |                                            |  | nominal value of £1,175.               
|  |                                            |  |                                        
|  | Authorised share capital:                  |  | £1,175                                 
|  |                                            |  |                                        
|  | Shareholders and shares held:              |  | Blaxmill (Six) Limited  510 A Ordinary
|  |                                            |  | Shares of £1 each                      
|  |                                            |  | Reuters Limited  490 A Ordinary       
|  |                                            |  | Shares of £1 each                      
|  |                                            |  | Mourant & Co Trustees Limited         
|  |                                            |  | 35,000,000 C Shares                    
|  |                                            |  |                                        
|  | Directors:                                 |  | Howard Edelstein (US)                  
|  |                                            |  | David John Grigson (UK, Reuters)       
|  |                                            |  | Michael Alan Sayers (UK, Reuters)      
|  |                                            |  |                                        
|  | Secretary:                                 |  | Philip Emery                           
|  |                                            |  |                                        
|  | Managing Director/Chief Executive Officer: |  | Howard Edelstein (CEO)                 
|  |                                            |  |                                        
|  | Accounting reference date:                 |  | 31/12                                  
|  |                                            |  |                                        
|  | Auditors:                                  |  | PricewaterhouseCoopers LLP             
|  |                                            |  |                                        
|  |                                            |  |                                        
|2 | Particulars of the Subsidiaries            |  |                                        
|  |                                            |  |                                        
|  | Name of Subsidiary:                        |  | Radianz Connect Services Limited       
|  |                                            |  |                                        
|  | Registered Number:                         |  | 03071954                               
|  |                                            |  |                                        
|  | Registered Office:                         |  | Kingsfield House                       
|  |                                            |  | 66 Prescot Street                      
|  |                                            |  | London E1 8HG                          
|  |                                            |  |                                        
|  | Date and place of incorporation:           |  | 23/06/1995; United Kingdom             
|  |                                            |  |                                        
|  | Issued share capital:                      |  | 126,000 Ordinary Shares of £1 each    
|  |                                            |  | aggregate nominal value of £126,000    
|  |                                            |  |                                        
|  | Authorised share capital:                  |  | £126,000                               

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| | Name of Subsidiary:                        |  | Radianz Connect Services Limited     
| | ------------------------------------------ |  | -------------------------------------
| |                                            |  |                                      
| | Shareholders and shares held:              |  | Radianz Americas Inc.  126,000      
| |                                            |  | Ordinary Shares of £1 each           
| |                                            |  |                                      
| | Directors:                                 |  | Philip John Emery (UK)               
| |                                            |  | Caroline Emma Griffin Pain (UK)      
| |                                            |  |                                      
| | Secretary:                                 |  | Caroline Emma Griffin Pain           
| |                                            |  |                                      
| | Managing Director/Chief Executive Officer: |  | N/A                                  
| |                                            |  |                                      
| | Accounting reference date:                 |  | 31/12                                
| |                                            |  |                                      
| | Auditors:                                  |  | PricewaterhouseCoopers LLP           
| |                                            |  |                                      
| |                                            |  |                                      
| | Name of Subsidiary:                        |  | Radianz Global Limited               
| |                                            |  |                                      
| | Registered Number:                         |  | 03918474                             
| |                                            |  |                                      
| | Registered Office:                         |  | Kingsfield House                     
| |                                            |  | 66 Prescot Street                    
| |                                            |  | London E1 8HG                        
| |                                            |  |                                      
| | Date and place of incorporation:           |  | 03/02/2000; United Kingdom           
| |                                            |  |                                      
| | Issued share capital:                      |  | 2 Ordinary Shares of £1 each (nil    
| |                                            |  | paid)  aggregate nominal value of £2
| |                                            |  |                                      
| | Authorised share capital:                  |  | £100, divided into 100 Ordinary      
| |                                            |  | Shares of £1 each                    
| |                                            |  |                                      
| | Shareholders and shares held:              |  | Radianz Limited  2 Ordinary Shares  
| |                                            |  |                                      
| | Directors:                                 |  | Howard Edelstein (US)                
| |                                            |  | Philip John Emery (UK)               
| |                                            |  | Paul Richard Lee (UK)                
| |                                            |  | Michael Owen Daly (UK)               
| |                                            |  |                                      
| | Secretary:                                 |  | Caroline Emma Griffin Pain           
| |                                            |  |                                      
| | Managing Director/Chief Executive Officer: |  | N/A                                  
| |                                            |  |                                      
| | Accounting reference date:                 |  | 31/12                                
| |                                            |  |                                      
| | Auditors:                                  |  | PricewaterhouseCoopers LLP           
| |                                            |  |                                      
| |                                            |  |                                      
| |                                            |  | Radianz Global Network Operations    
| | Name of Subsidiary:                        |  | Limited (Inactive)                   
| |                                            |  |                                      
| | Registered Number:                         |  | 77145                                
| |                                            |  | FC 023371 (registered in the UK as   
| |                                            |  | an overseas company on 07/08/2001)   
| |                                            |  |                                      
| | Registered Office:                         |  | 22 Grenville Street                  
| |                                            |  | St Helier                            
| |                                            |  | Jersey                               

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| |                                            | Radianz Global Network Operations    
| | ------------------------------------------ | -------------------------------------
| | Name of Subsidiary:                        | Limited (Inactive)                   
| |                                            | Channel Islands                      
| |                                            |                                      
| | Date and place of incorporation:           | 02/05/2000; Channel Islands (Jersey) 
| |                                            |                                      
| | Issued share capital:                      | 59,834 Ordinary Shares of £1 each    
| |                                            | fully paid                           
| |                                            |                                      
| | Authorised share capital:                  | £60,000 divided into 60,000 ordinary 
| |                                            | shares of £1 each                    
| |                                            |                                      
| | Shareholders and shares held:              | Radianz Limited  59,834 Ordinary    
| |                                            | Shares                               
| |                                            |                                      
| | Directors:                                 | Caroline Emma Griffin Pain (UK)      
| |                                            | Philip John Emery (UK)               
| |                                            |                                      
| | Secretary:                                 | Mourant & Co Secretaries Limited     
| |                                            |                                      
| | Managing Director/Chief Executive Officer: | N/A                                  
| |                                            |                                      
| | Accounting reference date:                 | 31/12                                
| |                                            |                                      
| | Auditors:                                  | N/A                                  
| |                                            |                                      
| |                                            |                                      
| |                                            | Radianz Global Sales Limited         
| | Name of Subsidiary:                        | (Inactive)                           
| |                                            |                                      
| | Registered Number:                         | 04006749                             
| |                                            |                                      
| | Registered Office:                         | Kingsfield House                     
| |                                            | 66 Prescot Street                    
| |                                            | London E1 8HG                        
| |                                            |                                      
| | Date and place of incorporation:           | 02/06/2000; United Kingdom           
| |                                            |                                      
| | Issued share capital:                      | 2 Ordinary Shares of £1 each (nil    
| |                                            | paid)  aggregate nominal value of £2
| |                                            |                                      
| | Authorised share capital:                  | £100 divided into 100 ordinary shares
| |                                            | of £1 each                           
| |                                            |                                      
| | Shareholders and shares held:              | Radianz Limited  2 Ordinary Shares  
| |                                            |                                      
| | Directors:                                 | Philip John Emery (UK)               
| |                                            | Michael Owen Daly (UK)               
| |                                            |                                      
| | Secretary:                                 | Caroline Emma Griffin Pain           
| |                                            |                                      
| | Managing Director/Chief Executive Officer: | N/A                                  
| |                                            |                                      
| | Accounting reference date:                 | 31/12                                
| |                                            |                                      
| | Auditors:                                  | PricewaterhouseCoopers LLP           

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| | Name of Subsidiary:                        | Radianz Proton Limited             
| | ------------------------------------------ | -----------------------------------
| |                                            |                                    
| | Registered Number:                         | CR-99946                           
| |                                            | FC 023398 (registered in the UK as 
| |                                            | an overseas company on 24/08/2001) 
| |                                            |                                    
| | Registered Office:                         | Ugland House                       
| |                                            | PO Box 309                         
| |                                            | George Town                        
| |                                            | Grand Cayman                       
| |                                            | Cayman Islands                     
| |                                            |                                    
| | Date and place of incorporation:           | 02/05/2000; Cayman Islands         
| |                                            |                                    
| | Issued share capital:                      | 27,368 Ordinary Shares of US$1 each
| |                                            |                                    
| | Authorised share capital:                  | 50,000 Ordinary Shares of US$1 each
| |                                            |                                    
| | Shareholders and shares held:              | Radianz Limited  27,368 Ordinary  
| |                                            | Shares of US$1 each                
| |                                            |                                    
| | Directors:                                 | Philip John Emery (UK)             
| |                                            | Caroline Emma Griffin Pain (UK)    
| |                                            |                                    
| | Secretary:                                 | Atricia Sobers (of Maples Calder)  
| |                                            |                                    
| | Managing Director/Chief Executive Officer: | N/A                                
| |                                            |                                    
| | Accounting reference date:                 | 31/12                              
| |                                            |                                    
| | Auditors:                                  | N/A                                
| |                                            |                                    
| |                                            |                                    
| | Name of Subsidiary:                        | Radianz Japan K.K.                 
| |                                            |                                    
| | Registered Number:                         | 027174                             
| |                                            |                                    
| | Registered Office:                         | SN Building                        
| |                                            | 318-3 Kiba, Koto-ku                
| |                                            | Tokyo                              
| |                                            | Japan                              
| |                                            |                                    
| | Date and place of incorporation:           | 12/06/2000; Japan                  
| |                                            |                                    
| | Issued share capital:                      | 200 shares of Y50,000 each         
| |                                            |                                    
| | Authorised share capital:                  | 800 shares of Y50,000 each         
| |                                            |                                    
| | Shareholders and shares held:              | Radianz Limited  200 shares of    
| |                                            | Y50,000 each                       
| |                                            |                                    
| | Directors:                                 | TK Yim (Hong Kong)                 
| |                                            | Philip John Emery (UK)             
| |                                            | Sean Yoshida (Resident)            
| |                                            |                                    
| | Secretary:                                 | N/A                                
| |                                            |                                    
| | Managing Director/Chief Executive Officer: | N/A                                
| |                                            |                                    
| | Accounting reference date:                 | 31/12                              

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| | Name of Subsidiary:                        | Radianz Japan K.K.                 
| | ------------------------------------------ | -----------------------------------
| |                                            |                                    
| | Auditors:                                  | N/A                                
| |                                            |                                    
| |                                            |                                    
| | Name of Subsidiary:                        | Radianz Asia Pte Limited           
| |                                            |                                    
| | Registered Number:                         | 200003791N                         
| |                                            |                                    
| | Registered/Principal Office:               | 18 Science Park Drive              
| |                                            | Singapore 118229                   
| |                                            |                                    
| | Date and place of incorporation:           | 03/05/2000; Singapore              
| |                                            |                                    
| | Issued share capital:                      | 2 Ordinary Shares of S$1 each      
| |                                            |                                    
| | Authorised share capital:                  | S$100,000 divided into 100,000     
| |                                            | Ordinary Shares of S$1 each        
| |                                            |                                    
| | Shareholders and shares held:              | Radianz Limited  2 Ordinary Shares
| |                                            | of S$1 each                        
| |                                            |                                    
| | Directors:                                 | Philip John Emery (UK)             
| |                                            | Rita Ow (Resident)                 
| |                                            |                                    
| | Secretary:                                 | Michele Foo                        
| |                                            |                                    
| | Managing Director/Chief Executive Officer: | N/A                                
| |                                            |                                    
| | Accounting reference date:                 | 31/12                              
| |                                            |                                    
| | Auditors:                                  | N/A                                
| |                                            |                                    
| |                                            |                                    
| | Name of Subsidiary:                        | Radianz Switzerland S.A.           
| |                                            |                                    
| | Registered Number:                         | CH-660-1351000-7                   
| |                                            |                                    
| | Registered Office:                         | 153 Route de Thonon                
| |                                            | 1245 Collonge  Bellerive          
| |                                            | Switzerland                        
| |                                            |                                    
| | Date and place of incorporation:           | 23/06/2000; Switzerland            
| |                                            |                                    
| | Issued share capital:                      | 100 shares of CHF1,000 each        
| |                                            |                                    
| | Authorised share capital:                  | CHF100,000 divided into 100 shares 
| |                                            | of CHF1,000 each                   
| |                                            |                                    
| | Shareholders and shares held:              | Radianz Limited  97 shares of     
| |                                            | CHF1,000 each                      
| |                                            | Philip John Emery  1 share of     
| |                                            | CHF1,000 each                      
| |                                            | Reto Huber  1 share of CHF1,000   
| |                                            | each                               
| |                                            | Philippe Kozuchowski  1 share of  
| |                                            | CHF1,000 each                      

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| | Name of Subsidiary:                        |  | Radianz Switzerland S.A.           
| | ------------------------------------------ |  | -----------------------------------
| |                                            |  |                                    
| | Directors:                                 |  | Philip John Emery (UK)             
| |                                            |  | Philippe Kozuchowski (Resident)    
| |                                            |  | Reto Huber (Resident)              
| |                                            |  |                                    
| | Secretary:                                 |  | N/A                                
| |                                            |  |                                    
| | Managing Director/Chief Executive Officer: |  | N/A                                
| |                                            |  |                                    
| | Accounting reference date:                 |  | 31/12                              
| |                                            |  |                                    
| | Auditors:                                  |  | PricewaterhouseCoopers LLP         
| |                                            |  |                                    
| |                                            |  |                                    
| |                                            |  |                                    
| | Name of Subsidiary:                        |  | Radianz Portugal Lda               
| |                                            |  |                                    
| | Registered Number:                         |  | 505229447                          
| |                                            |  |                                    
| | Registered Office:                         |  | Rua Camilo Castelo Branco 36-44    
| |                                            |  | 1o andar                           
| |                                            |  | Lisboa                             
| |                                            |  |                                    
| | Date and place of incorporation:           |  | 12/01/2001; Portugal               
| |                                            |  |                                    
| | Issued share capital:                      |  | 5,000                             
| |                                            |  |                                    
| | Authorised share capital:                  |  | 5,000                             
| |                                            |  |                                    
| | Shareholders and shares held:              |  | Radianz Limited  1 quota of 5,000
| |                                            |  |                                    
| | Directors:                                 |  | Philip John Emery (UK)             
| |                                            |  | Pedro Carvalho (Resident)          
| |                                            |  |                                    
| | Secretary:                                 |  | N/A                                
| |                                            |  |                                    
| | Managing Director/Chief Executive Officer: |  | N/A                                
| |                                            |  |                                    
| | Accounting reference date:                 |  | 31/12                              
| |                                            |  |                                    
| | Auditors:                                  |  | N/A                                
| |                                            |  |                                    
| |                                            |  |                                    
| | Name of Subsidiary:                        |  | Radianz Belgium Sprl               
| |                                            |  |                                    
| | Registered Number:                         |  | 645.932                            
| |                                            |  |                                    
| | Registered Office:                         |  | 61 Rue de Treves                   
| |                                            |  | B-1040 Brussels                    
| |                                            |  |                                    
| | Date and place of incorporation:           |  | 12/12/2000; Belgium                
| |                                            |  |                                    
| | Issued share capital:                      |  | 744 units of 25 each, fully paid  
| |                                            |  |                                    
| | Authorised share capital:                  |  | 18,600                            
| |                                            |  |                                    
| | Shareholders and shares held:              |  | Radianz Limited - 743 units of 25 
| |                                            |  | each                               
| |                                            |  | Philip John Emery  1 unit of 25  

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| | Name of Subsidiary:                        |  | Radianz Belgium Sprl                 | 
| | ------------------------------------------ |  | ------------------------------------ | 
| |                                            |  | each                                 | 
| |                                            |  |                                      | 
| |                                            |  |                                      | 
| | Directors:                                 |  | Philip John Emery (UK)               | 
| |                                            |  | Michael Owen Daly (UK)               | 
| |                                            |  |                                      | 
| | Secretary:                                 |  | N/A                                  | 
| |                                            |  |                                      | 
| | Managing Director/Chief Executive Officer: |  | Philip John Emery (MD)               | 
| |                                            |  |                                      | 
| | Accounting reference date:                 |  | 31/12                                | 
| |                                            |  |                                      | 
| | Auditors:                                  |  | N/A                                  | 
| |                                            |  |                                      | 
| |                                            |  |                                      | 
| | Name of Subsidiary:                        |  | RDZ Netherlands BV                   | 
| |                                            |  |                                      | 
| | Registered Number:                         |  | 34146551                             | 
| |                                            |  |                                      | 
| | Registered Office:                         |  | Drentestraat 11                      | 
| |                                            |  | 1803 HK Amsterdam                    | 
| |                                            |  |                                      | 
| | Date and place of incorporation:           |  | 13/12/2000; The Netherlands          | 
| |                                            |  |                                      | 
| | Issued share capital:                      |  | 18,000 being 180 shares of 100     | 
| |                                            |  | each                                 | 
| |                                            |  |                                      | 
| | Authorised share capital:                  |  | 90,000                              | 
| |                                            |  |                                      | 
| | Shareholders and shares held:              |  | Radianz Limited  180 shares of 100 | 
| |                                            |  | each                                 | 
| |                                            |  |                                      | 
| | Directors:                                 |  | Philip John Emery (UK)               | 
| |                                            |  | Caroline Emma Griffin Pain (UK)      | 
| |                                            |  |                                      | 
| | Secretary:                                 |  | N/A                                  | 
| |                                            |  |                                      | 
| | Managing Director/Chief Executive Officer: |  | N/A                                  | 
| |                                            |  |                                      | 
| | Accounting reference date:                 |  | 31/12                                | 
| |                                            |  |                                      | 
| | Auditors:                                  |  | N/A                                  | 
| |                                            |  |                                      | 
| |                                            |  |                                      | 
| | Name of Subsidiary:                        |  | Radianz Spain S.L.                   | 
| |                                            |  |                                      | 
| | Registered Number:                         |  | B82831306                            | 
| |                                            |  |                                      | 
| | Registered Office:                         |  | Paseo de la Castellana 36-38         | 
| |                                            |  | 28046 Madrid                         | 
| |                                            |  |                                      | 
| | Date and place of incorporation:           |  | 07/12/2000; Spain                    | 
| |                                            |  |                                      | 
| | Issued share capital:                      |  | 3,006 shares of 1 each              | 
| |                                            |  |                                      | 
| | Authorised share capital:                  |  | 3,006, Esp.500,000                  | 

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| | Name of Subsidiary:                        |  | Radianz Spain S.L.                  
| | ------------------------------------------ |  | ------------------------------------
| |                                            |  |                                     
| | Shareholders and shares held:              |  | Radianz Limited  3,006 shares of 1
| |                                            |  | each                                
| |                                            |  |                                     
| | Directors:                                 |  | Michael Owen Daly (UK)              
| |                                            |  | Philip John Emery (UK)              
| |                                            |  | Caroline Emma Griffin Pain (UK)     
| |                                            |  |                                     
| | Secretary:                                 |  | Jose Ingacio Gonzalez Pinal         
| |                                            |  |                                     
| | Managing Director/Chief Executive Officer: |  | Michael Owen Daly                   
| |                                            |  |                                     
| | Accounting reference date:                 |  | 31/12                               
| |                                            |  |                                     
| | Auditors:                                  |  | N/A                                 
| |                                            |  |                                     
| |                                            |  |                                     
| | Name of Subsidiary:                        |  | Radianz Luxembourg Sarl             
| |                                            |  |                                     
| | Registered Number:                         |  | B 79 246                            
| |                                            |  |                                     
| | Registered Office:                         |  | 12, Rue Eugène Ruppert,             
| |                                            |  | L-2453 Luxembourg                   
| |                                            |  |                                     
| | Date and place of incorporation:           |  | 06/12/2000; Luxembourg              
| |                                            |  |                                     
| | Issued share capital:                      |  | 720 units of 25 each               
| |                                            |  |                                     
| | Authorised share capital:                  |  | No authorised capital for a Sarl    
| |                                            |  |                                     
| | Shareholders and shares held:              |  | Radianz Limited  720 units of 25  
| |                                            |  | each                                
| |                                            |  |                                     
| | Directors:                                 |  | Philip John Emery (UK)              
| |                                            |  | Paul Felix (Resident)               
| |                                            |  |                                     
| | Secretary:                                 |  | N/A                                 
| |                                            |  |                                     
| | Managing Director/Chief Executive Officer: |  | N/A                                 
| |                                            |  |                                     
| | Accounting reference date:                 |  | 31/12                               
| |                                            |  |                                     
| | Auditors:                                  |  | N/A                                 
| |                                            |  |                                     
| |                                            |  |                                     
| | Name of Subsidiary:                        |  | Radianz France S.A.S.               
| |                                            |  |                                     
| | Registered Number:                         |  | B431931070                          
| |                                            |  |                                     
| | Registered/Principal Office:               |  | 19-21 Rue Poissoniere               
| |                                            |  | 75002 Paris                         
| |                                            |  |                                     
| | Date and place of incorporation:           |  | 20/06/2000; France                  
| |                                            |  |                                     
| | Issued share capital:                      |  | 40,000 divided into 2,500 shares of
| |                                            |  | 16 each FRF125,000 paid up         
| |                                            |  |                                     
| | Authorised share capital:                  |  | 40,000                             

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| | Name of Subsidiary:                        |  | Radianz France S.A.S.                
| | ------------------------------------------ |  | -------------------------------------
| |                                            |  |                                      
| | Shareholders and shares held:              |  | Radianz Limited  2,500 shares of    
| |                                            |  | FRF50 each (to be fully paid by      
| |                                            |  | 20.05.2005)                          
| |                                            |  |                                      
| | President:                                 |  | Michael Daly                         
| |                                            |  |                                      
| | Secretary:                                 |  | N/A                                  
| |                                            |  |                                      
| | Managing Director/Chief Executive Officer: |  | N/A                                  
| |                                            |  |                                      
| | Accounting reference date:                 |  | 31/12                                
| |                                            |  |                                      
| | Auditors:                                  |  | Henri Fouillet                       
| |                                            |  |                                      
| |                                            |  |                                      
| | Name of Subsidiary:                        |  | Radianz Australia Pty Limited        
| |                                            |  |                                      
| | Registered Number:                         |  | 091 862 038                          
| |                                            |  |                                      
| | Registered Office:                         |  | Level 1                              
| |                                            |  | 160 Queen Street                     
| |                                            |  | Melbourne, Victoria 3000             
| |                                            |  |                                      
| | Date and place of incorporation:           |  | 17/04/2000; Australia (New South     
| |                                            |  | Wales)                               
| |                                            |  |                                      
| | Issued share capital:                      |  | 100 Ordinary Shares of AU$1 each     
| |                                            |  |                                      
| | Authorised share capital:                  |  | AU$100                               
| |                                            |  |                                      
| | Shareholders and shares held:              |  | Radianz Limited  100 Ordinary Shares
| |                                            |  | of AU$1 each                         
| |                                            |  |                                      
| | Directors:                                 |  | Philip John Emery (UK)               
| |                                            |  | Siu Wai Yam (Joseph Yam) (Resident)  
| |                                            |  |                                      
| | Secretary:                                 |  | N/A                                  
| |                                            |  |                                      
| | Managing Director/Chief Executive Officer: |  | N/A                                  
| |                                            |  |                                      
| | Accounting reference date:                 |  | 31/12                                
| |                                            |  |                                      
| | Auditors:                                  |  | PricewaterhouseCoopers LLP           
| |                                            |  |                                      
| |                                            |  |                                      
| | Name of Subsidiary:                        |  | Radianz US Inc.                      
| |                                            |  |                                      
| | Registered Number:                         |  | N/A                                  
| |                                            |  |                                      
| | Principal Office:                          |  | 575 Lexington Avenue                 
| |                                            |  | New York                             
| |                                            |  | NY 10022                             
| |                                            |  | USA                                  

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| | Name of Subsidiary:                        |  | Radianz US Inc.                     
| | ------------------------------------------ |  | ------------------------------------
| |                                            |  |                                     
| | Date and place of incorporation:           |  | 17/03/2000; USA (Delaware)          
| |                                            |  |                                     
| | Issued share capital:                      |  | 100 shares of US$0.01 each          
| |                                            |  |                                     
| | Authorised share capital:                  |  | US$1                                
| |                                            |  |                                     
| | Shareholders and shares held:              |  | Radianz Americas Inc.               
| |                                            |  |                                     
| | Directors:                                 |  | Howard Edelstein (US)               
| |                                            |  | Brennan Carley (US)                 
| |                                            |  |                                     
| | Secretary:                                 |  | Caroline Emma Griffin Pain          
| |                                            |  |                                     
| | Managing Director/Chief Executive Officer: |  | N/A                                 
| |                                            |  |                                     
| | Accounting reference date:                 |  | 31/12                               
| |                                            |  |                                     
| |                                            |  |                                     
| | Name of Subsidiary:                        |  | Radianz Americas Inc.               
| |                                            |  |                                     
| | Registered Number:                         |  | N/A                                 
| |                                            |  |                                     
| | Principal Office:                          |  | 575 Lexington Avenue                
| |                                            |  | New York                            
| |                                            |  | NY 10022                            
| |                                            |  | USA                                 
| |                                            |  |                                     
| | Date and place of incorporation:           |  | 23/05/2000; USA (Delaware)          
| |                                            |  |                                     
| | Issued share capital:                      |  | 10,200 shares of US$0.01 each       
| |                                            |  | 15,800 preferred shares of US$1 each
| |                                            |  |                                     
| | Authorised share capital:                  |  | 10,200 shares of US$0.01 each       
| |                                            |  | 15,800 preferred shares of US$1 each
| |                                            |  |                                     
| | Shareholders and shares held:              |  | Radianz Limited  10,200 shares of  
| |                                            |  | common stock                        
| |                                            |  | Reuters Limited  7,900 6.5%        
| |                                            |  | Preference Shares                   
| |                                            |  | Reuters C LLC  5,100 6.5%          
| |                                            |  | Preference Shares                   
| |                                            |  | Reuters America LLC  2,800 6.5%    
| |                                            |  | Preference Shares                   
| |                                            |  |                                     
| | Directors:                                 |  | Howard Edelstein (US)               
| |                                            |  | Brennan Carley (US)                 
| |                                            |  | Michael Harris (US)                 
| |                                            |  |                                     
| | Secretary:                                 |  | Carolina Emma Griffin Pain          
| |                                            |  |                                     
| | Managing Director/Chief Executive Officer: |  | N/A                                 
| |                                            |  |                                     
| | Accounting reference date:                 |  | 31/12                               

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| | Name of Subsidiary:                        |  | Radianz GmbH                          
| | ------------------------------------------ |  | --------------------------------------
| |                                            |  |                                       
| | Registered Number:                         |  | 196415                                
| |                                            |  |                                       
| | Registered Office:                         |  | Boersegasse 11                        
| |                                            |  | Vienna 01010                          
| |                                            |  | Austria                               
| |                                            |  |                                       
| | Date and place of incorporation:           |  | 22/06/2000; Austria                   
| |                                            |  |                                       
| | Issued share capital:                      |  | 35,000 of which 17,500 is fully paid
| |                                            |  | up in cash                            
| |                                            |  |                                       
| | Authorised share capital:                  |  | 35,000                               
| |                                            |  |                                       
| | Shareholders and shares held:              |  | Radianz Limited  35,000             
| |                                            |  |                                       
| | Directors:                                 |  | Philip John Emery (MD)                
| |                                            |  | Vera Singer (MD)                      
| |                                            |  |                                       
| | Secretary:                                 |  | N/A                                   
| |                                            |  |                                       
| | Managing Director/Chief Executive Officer: |  | Philip John Emery (UK)                
| |                                            |  | Vera Singer (Resident)                
| |                                            |  |                                       
| | Accounting reference date:                 |  | 31/12                                 
| |                                            |  |                                       
| | Auditors:                                  |  | N/A                                   
| |                                            |  |                                       
| |                                            |  |                                       
| | Name of Subsidiary:                        |  | Radianz Germany GmbH                  
| |                                            |  |                                       
| | Registered Number:                         |  | HRB49272                              
| |                                            |  |                                       
| | Registered Office:                         |  | Hanauer Landstrasse 207               
| |                                            |  | 60314 Frankfurt                       
| |                                            |  | Germany                               
| |                                            |  |                                       
| | Date and place of incorporation:           |  | 28/07/2000; Germany                   
| |                                            |  |                                       
| | Issued share capital:                      |  | 25,000                               
| |                                            |  |                                       
| | Authorised share capital:                  |  | 25,000                               
| |                                            |  |                                       
| | Shareholders and shares held:              |  | Radianz Limited  25,000             
| |                                            |  |                                       
| | Directors:                                 |  | Philip John Emery (UK)                
| |                                            |  | Rudolf Schaefer (Resident)            
| |                                            |  |                                       
| | Secretary:                                 |  | N/A                                   
| |                                            |  |                                       
| | Managing Director/Chief Executive Officer: |  | Philip John Emery (MD)                
| |                                            |  | Rudolf Schaefer (MD)                  
| |                                            |  |                                       
| | Accounting reference date:                 |  | 31/12                                 
| |                                            |  |                                       
| | Auditors:                                  |  | PricewaterhouseCoopers LLP            
| |                                            |  |                                       

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| | Name of Subsidiary:                        |  | Radianz Hong Kong Limited            
| | ------------------------------------------ |  | -------------------------------------
| |                                            |  |                                      
| | Registered Number:                         |  | 715107                               
| |                                            |  |                                      
| | Registered Office:                         |  | 10thFloor,                           
| |                                            |  | Cityplaza 3                          
| |                                            |  | 14 Taikoo Wan Road                   
| |                                            |  | Taikoo Shing                         
| |                                            |  | Quarry Bay                           
| |                                            |  | Hong Kong                            
| |                                            |  |                                      
| | Date and place of incorporation:           |  | 05/05/2000; Hong Kong                
| |                                            |  |                                      
| | Issued share capital:                      |  | 2 shares of HK$2 each                
| |                                            |  |                                      
| | Authorised share capital:                  |  | 1,000 shares of HK$1 each            
| |                                            |  |                                      
| | Shareholders and shares held:              |  | Radianz Limited  1 share of HK$1    
| |                                            |  | Radianz Global Limited  1 share of  
| |                                            |  | HK$1                                 
| |                                            |  |                                      
| | Directors:                                 |  | Sean Yoshida (Japan)                 
| |                                            |  | Philip John Emery (UK)               
| |                                            |  | TK Yim (Resident)                    
| |                                            |  |                                      
| | Secretary:                                 |  | Tricor Secretaries Limited           
| |                                            |  |                                      
| | Managing Director/Chief Executive Officer: |  | N/A                                  
| |                                            |  |                                      
| | Accounting reference date:                 |  | 31/12                                
| |                                            |  |                                      
| | Auditors:                                  |  | PricewaterhouseCoopers LLP           
| |                                            |  |                                      
| |                                            |  |                                      
| | Name of Subsidiary:                        |  | Radianz Italia S.r.l.                
| |                                            |  |                                      
| | Registered Number:                         |  | 1613021                              
| |                                            |  |                                      
| | Registered/Principal Office:               |  | Viale Fulvio Testi 280               
| |                                            |  | 20126 Milan                          
| |                                            |  | Italy                                
| |                                            |  |                                      
| | Date and place of incorporation:           |  | 28/05/2000; Italy                    
| |                                            |  |                                      
| | Issued share capital:                      |  | 10,000 quotas of 1 each             
| |                                            |  |                                      
| | Authorised share capital:                  |  | 10,000 divided into 10,000 quotas of
| |                                            |  | 1 each                              
| |                                            |  |                                      
| | Shareholders and shares held:              |  | Radianz Limited  5,000
quotas
of 1 
| |                                            |  | each                                 
| |                                            |  | Radianz Global Limited  5,000 quotas
| |                                            |  | of 1 each                           
| |                                            |  |                                      
| | Directors:                                 |  | Philip John Emery (UK)               
| |                                            |  | Michael Owen Daly (UK)               
| |                                            |  | Roberto Spada (Resident)             
| |                                            |  |                                      

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| | Name of Subsidiary:                        |  | Radianz Italia S.r.l.              
| | ------------------------------------------ |  | -----------------------------------
| |                                            |  |                                    
| | Secretary:                                 |  | N/A                                
| |                                            |  |                                    
| | Managing Director/Chief Executive Officer: |  | Michael Owen Daly (MD)             
| |                                            |  |                                    
| | Accounting reference date:                 |  | 31/12                              
| |                                            |  |                                    
| | Auditors:                                  |  | N/A                                
| |                                            |  |                                    
| |                                            |  |                                    
| | Name of Subsidiary:                        |  | Radianz Canada Inc. (Inactive)     
| |                                            |  |                                    
| | Registered Number:                         |  | 1498141                            
| |                                            |  |                                    
| | Registered Office:                         |  | 199 Bay Street                     
| |                                            |  | Suite 2800                         
| |                                            |  | Commerce Court West                
| |                                            |  | Toronto                            
| |                                            |  | Ontario M5L 1A9                    
| |                                            |  |                                    
| | Date and place of incorporation:           |  | 23/10/2001; Canada (Ontario)       
| |                                            |  |                                    
| | Issued share capital:                      |  | 1 common share of C$1 each         
| |                                            |  |                                    
| | Authorised share capital:                  |  | Unlimited                          
| |                                            |  |                                    
| | Shareholders and shares held:              |  | Radianz Limited  1 common share of
| |                                            |  | C$1 each                           
| |                                            |  |                                    
| | Directors:                                 |  | Philip John Emery (UK)             
| |                                            |  | Craig Thorbun (Resident)           
| |                                            |  | David Shaw (Resident)              
| |                                            |  |                                    
| | Secretary:                                 |  | N/A                                
| |                                            |  |                                    
| | Managing Director/Chief Executive Officer: |  | N/A                                
| |                                            |  |                                    
| |                                            |  |                                    
| | Name of Subsidiary:                        |  | Radianz US Holdings Inc. (Inactive)
| |                                            |  |                                    
| | Registered Number:                         |  | N/A                                
| |                                            |  |                                    
| | Principal Office:                          |  | 575 Lexington Avenue               
| |                                            |  | New York                           
| |                                            |  | NY 10022                           
| |                                            |  | USA                                
| |                                            |  |                                    
| | Date and place of incorporation:           |  | 28/03/2001; USA (Delaware)         
| |                                            |  |                                    
| | Issued share capital:                      |  | 10,000 shares of US$0.01 each      
| |                                            |  |                                    
| | Shareholders and shares held:              |  | Radianz Limited                    
| |                                            |  |                                    
| | Directors:                                 |  | Denise Clolery (Radianz)           
| |                                            |  | Mark Hirschhorn (Radianz)          
| |                                            |  |                                    

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| | Name of Subsidiary:                        |  | Radianz US Holdings Inc. (Inactive) 
| | ------------------------------------------ |  | ------------------------------------
| |                                            |  |                                     
| | Secretary:                                 |  | N/A                                 
| |                                            |  |                                     
| | Managing Director/Chief Executive Officer: |  | N/A                                 
| |                                            |  |                                     
| |                                            |  |                                     
| | Name of Subsidiary:                        |  | RDZ Sweden AB                       
| |                                            |  |                                     
| | Registered Number:                         |  | 556605-4945                         
| |                                            |  |                                     
| | Registered Office:                         |  | P.O. Box 1732                       
| |                                            |  | SE-111 87 Stockholm                 
| |                                            |  |                                     
| | Date and place of incorporation:           |  | 18/01/2001; Sweden                  
| |                                            |  |                                     
| | Issued share capital:                      |  | SEK200,000 being 2,000 shares of    
| |                                            |  | SEK100 per share                    
| |                                            |  |                                     
| | Authorised share capital:                  |  | SEK400,000 divided into 4,000 shares
| |                                            |  | of SEK100 each                      
| |                                            |  |                                     
| | Shareholders and shares held:              |  | Radianz Limited  2,000 shares of   
| |                                            |  | SEK100 per share                    
| |                                            |  |                                     
| | Directors:                                 |  | Philip John Emery (UK)              
| |                                            |  | John Martinsson (Resident)          
| |                                            |  |                                     
| | Secretary:                                 |  | N/A                                 
| |                                            |  |                                     
| | Managing Director/Chief Executive Officer: |  | N/A                                 
| |                                            |  |                                     
| | Auditors:                                  |  | PricewaterhouseCoopers LLP          
| |                                            |  |                                     

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|Schedule
    2         
|-----------------------
|Closing
    Obligations
|(Clause 7)             
|                       
|1                      
|                       
|1.1                    
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|                       
|1.2                    
|                       
|                       
|                       

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|1.3 | Board Resolutions of the Group Companies                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------
|   
|    | On or prior to Closing, the Principal Seller shall procure the passing of Board Resolutions of each Group Companyinter
alia:
|   
|    | 1.3.1                                                                                                                       
|   
|    | 1.3.2                                                                                                                       
|   
|    | 1.3.3                                                                                                                       
|   
|    | and shall hand to the Purchaser copies of such Resolutions.                                                                 
|   
|2   | The Purchasers Obligations                                                                                                 
|   
|    | On Closing:                                                                                                                 
|   
|    | 2.1.1                                                                                                                       
|   
|    |                                                                                                                             
|   
|    |                                                                                                                             
|   
|    | 2.1.2                                                                                                                       

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Schedule 3
Part 1Cash, Debt and Working Capital Statement

(Clause 8)

|1   | Form and Content of the Cash, Debt and Working Capital Statement                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Cash, Debt and Working Capital Statement (the Statement) shall be calculated in accordance with the provisions of this Part 1 of this Schedule 3 and shall be drawn up in the form set out in Part 2 below (excluding those line items that are not necessary to
calculate the Cash Amount, the Debt Amount and the Working Capital Amount).                                                                                                                                                                     
|   
|2   | Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|2.1 | The Cash, Debt and Working Capital Statement shall be drawn up in accordance with:                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 2.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | 2.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | 2.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|2.2 | For the avoidance of doubt
paragraph 2.1.1 takes precedence over paragraphs 2.1.2 and 2.1.3 and paragraph
2.1.2 takes
precedence over paragraph 2.1.3.                                                                                                                                                                                                                                                                                                                                                                 
|   
|2.3 | The Cash, Debt and Working Capital Statement shall be drawn up as at close of business on the Closing Statement Date. For the avoidance of doubt, for the purposes of this Schedule 3, the
settlement of intra-group indebtedness pursuant to Clause 3.3 of this Agreement shall be deemed to have taken place before the close of business on the Closing Statement Date regardless of when such settlement actually occurs and the Cash Amount,
Debt Amount and Working Capital Amount shall be adjusted accordingly.
|   
|2.4 | Without prejudice to paragraph 2.5 below, the Cash, Debt and Working Capital Statement will reflect the position of the Group Companies as at the Closing Statement Date and will not take into
account the effect of the transaction itself, any post-Closing reorganisations, nor in any way the post-Closing intentions of the Purchaser.                                                                                                                                                                           
|   
|2.5 | Post-Closing information becoming available in relation to items existing at the Closing Statement Date in the period from the Closing Statement Date to the date the Purchaser submits the Draft
Cash, Debt and Working Capital Statement shall be taken into account in the calculation of the Working Capital Amount.                                                                                                                                                                                               
|   
|2.6 | For the avoidance of doubt, the following shall be excluded from the Cash Amount, the Debt Amount and the Working Capital Amount derived from the Cash, Debt and Working Capital
Statement:                                                                                                                                                                                                                                                                                                                            
|   
|    | 2.6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|    | 2.6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | payables relating to any US sales and use and federal USF taxes, to the extent that amounts have been deliberately withheld;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------
|   
|    | 2.6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any prepayments to PMIC and other recoverable amounts from PMIC relating to prepaid insurance premiums;                     
|   
|    | 2.6.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | all balances relating to the pension deficits of the Group Companies;                                                       
|   
|    | 2.6.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any accrual in relation to any amounts payable in respect of the Cash Cancellation Proposal; and                            
|   
|    | 2.6.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any accrual in relation to any of those matters referred to in paragraphs 8.3 and 8.4 of Schedule 7 (Pensions).             
|   
|2.7 | An accrual shall be included
in relation to the contributions that would have had to be made to the Purchasers
DB Scheme in relation to the period from Principal Sellers UK
DB Scheme Leaving Date to the Closing Date in respect of pensionable salary of
the employees of the Group
who
are or were members of the Principal Sellers UK DB Schemes as if they had
been
members of the Purchasers DB Scheme as of the Principal Sellers UK
DB Scheme Leaving Date and no accrual shall be made in relation to the Principal
Sellers UK DB Schemes in relation to such employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|3   | Preparation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|3.1 | No later than 45 days following Closing, the Purchaser shall deliver to the Principal Seller the Draft Cash, Debt and Working Capital Statement. Prior to such delivery, the Purchaser shall so far
as is practicable consult with the Principal Seller with a view to reducing the potential areas of disagreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|3.2 | Each of the Principal Seller and the Purchaser shall co-operate with the other with regard to the preparation, review, agreement or determination of the Draft Cash, Debt and Working Capital
Statement and shall, subject to reasonable notice, make available during normal office hours to the other and its representatives and accountants all books and records as the other party may reasonably require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|3.3 | If the Principal Seller does not within 30 days of presentation to it of the Draft Cash, Debt and Working Capital Statement give notice to the Purchaser that it disagrees with the Draft Cash, Debt
and Working Capital Statement or any item thereof, such notice stating the reasons for the disagreement in reasonable detail and specifying the adjustments which, in the Principal Sellers opinion should be made to the Draft Cash, Debt and
Working Capital Statement (the Sellers Disagreement Notice), the Draft Cash, Debt and Working
Capital Statement shall be final and binding on the parties for all purposes. If the Principal Seller gives a valid Sellers Disagreement Notice within such 30 days, the Purchaser and the Principal Seller shall attempt in good faith to reach
agreement in respect of the Draft Cash, Debt and Working Capital Statement and, if they are unable to do so within 21 days of such notification, the Purchaser or the Principal Seller may by notice (an Appointment Notice) to the other require that the Draft Cash, Debt and Working Capital Statement be referred to an independent firm of
accountants of international repute agreed by the Purchaser and the Principal Seller or, failing agreement within 14 days of the date of giving an Appointment Notice, to be appointed by the President for the time being of the Institute of Chartered
Accountants in England and Wales (the Reporting Accountants).
|   
|3.4 | Within 21 days of the giving of an Appointment Notice, the Purchaser may by notice to the Principal Seller indicate that, in the light of the fact that the Principal Seller has not                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|    | accepted the Draft Cash, Debt and Working Capital Statement in its entirety, it wishes the Reporting Accountants to consider matters relating to the Draft Cash, Debt and Working Capital Statement
which are consequential to those specified in the Sellers Disagreement Notice, such notice stating in reasonable detail the reasons why and in what respects the Purchaser believes that the Draft Cash, Debt and Working Capital Statement should
be altered (the Purchasers Disagreement Notice).                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.5 | The Reporting Accountants shall be engaged jointly by the Principal Seller and the Purchaser on the terms set out in this paragraph 3 and otherwise on such terms as shall be agreed; provided that
neither the Principal Seller nor the Purchaser shall unreasonably (having regard,inter alia, to the provisions of
this paragraph 3) refuse its agreement to terms proposed by the Reporting Accountants or by the other party. If the terms of engagement of the Reporting Accountants have not been settled within 30 days of their identity having been determined (or
such longer period as the Principal Seller and the Purchaser may agree) then, unless the Principal Seller or the Purchaser is unreasonably refusing its agreement to those terms, those accountants shall be deemed never to have become the Reporting
Accountants and new Reporting Accountants shall be selected in accordance with the provisions of this Agreement.
|   
|3.6 | Except to the extent that the Principal Seller and the Purchaser agree otherwise, the Reporting Accountants shall determine their own procedures but:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | 3.6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 3.6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | 3.6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | 3.6.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|3.7 | The determination of the Reporting Accountants pursuant to paragraph 3.5 shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 3.7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|     | 3.7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | unless otherwise agreed by the Principal Seller and the Purchaser include reasons for each relevant determination.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------
|    
|3.8  | The Reporting Accountants shall act as experts and not as arbitrators and their determination of any matter falling within their jurisdiction shall be final and binding on the Sellers and the
Purchaser save in the event of manifest error (when the relevant part of their determination shall be void and the matter shall be remitted to the Reporting Accountants for correction). In particular, without limitation, their determination shall be
deemed to be incorporated into the Draft Cash, Debt and Working Capital Statement.                                                                                                                        
|    
|3.9  | The expenses (including VAT) of the Reporting Accountants shall be borne as they shall direct at the time they make any determination under paragraph 3.5 or, failing such direction, equally
between the Purchaser, on the one hand, and the Principal Seller, on the other.                                                                                                                                                                                                                                                                                                                                                                                       
|    
|3.10 | The Principal Seller and Purchaser shall co-operate with the Reporting Accountants and comply with their reasonable requests made in connection with the carrying out of their duties under this
Agreement. In particular, without limitation, the Purchaser and, to the extent relevant, the Principal Seller shall keep up-to-date and, subject to reasonable notice, make available during normal office hours to the Reporting Accountants all books
and records relating to the Group as the Reporting Accountants may reasonably request during the period from the appointment of the Reporting Accountants down to the making of the relevant determination.
|    
|3.11 | Subject to paragraph 3.12, nothing in this paragraph 3 shall entitle a party or the Reporting Accountants access to any information or document which is protected by legal professional privilege
or litigation privilege, or which has been prepared by the other party or its accountants and other professional advisers with a view to assessing the merits of any claim or argument.                                                                                                                                                                                                                                                                          
|    
|3.12 | Neither the Principal Seller nor the Purchaser shall be entitled by reason of paragraph 3.11 to refuse to supply such part or parts of documents as contain only the facts on which the relevant
claim or argument is based.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|3.13 | Each of the Principal Seller and the Purchaser and the Reporting Accountants shall, and shall procure that its accountants and other advisers shall, keep all information and documents provided to
them pursuant to this paragraph 3 confidential and shall not use the same for any purpose, except for disclosure or use in connection with the preparation of the Draft Cash, Debt and Working Capital Statement, the proceedings of the Reporting
Accountants or another matter arising out of this Agreement or in defending any claim or argument or alleged claim or argument relating to this Agreement or its subject matter.                             

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Schedule
  4Warranties
  given by the Principal Seller under Clause 10

|1   | Corporate
      Information             
|--- | ----------------------------------------
|   
|1.1 | The
      Shares and the Group Companies
|   
|    | 1.1.1                                   
|   
|    |                                         
|   
|    |                                         
|   
|    | 1.1.2                                   
|   
|    | 1.1.3                                   
|   
|    | 1.1.4                                   
|   
|    | 1.1.5                                   
|   
|    | 1.1.6                                   
|   
|    | 1.1.7                                   
|   
|    | 1.1.8                                   

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|    | 1.1.9                                                                | No Group
      Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |                                                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | 1.1.10                                                               | The particulars
      contained in Schedule 1 are, to the extent they relate to the relevant Group
      Company, true, accurate and not misleading.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 1.1.11                                                               | To the
      best of the Principal Sellers knowledge, information and belief, no
      Group Company has given a power of attorney or any other authority (express,
      implied or ostensible) which is still outstanding or effective to any person
      to enter into or amend any contract or commitment on its behalf, other than
      any authority to Relevant Employees to enter into routine contracts, commitments,
      agreements or undertakings in the normal course of their duties, to agents
      or representatives in the normal course of business and authorities to patent
      attorneys or agents or trade mark agents for routine prosecution or maintenance
      of Intellectual Property.
|   
|    | 1.1.12                                                               | Save in
      relation to the establishment of the Company as a joint venture between
      the Sellers Group and the Equant Group, the acquisition by the Reuters
      Group and others of shares in the Company and the US Company from the Equant
      Group and matters associated with these transactions, no Group Company has
      been involved in any corporate or group restructuring, including by way
      of merger, demerger or hive-down of assets, since 3 February 2000 and, to
      the best of the Principal Sellers knowledge, information and belief,
      no such restructuring is currently taking place or envisaged.                                                                       
|   
|1.2 | Constitutional
      Documents, Corporate Registers and Minute Books
|   
|    | 1.2.1                                                                | The constitutional
      documents in the Data Room are, in all material respects, true and accurate
      copies of the constitutional documents of the Group Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 1.2.2                                                                | To the
      best of the Principal Sellers knowledge, information and belief, the
      statutory books (including all registers but excluding the minute books
      and the accounting records) required by law to be maintained by each Group
      Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |                                                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |                                                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                      | in each
      case in all material respects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | 1.2.3                                                                | To the
      best of the Principal Sellers knowledge, information and belief, all
      statutory books (including all registers but excluding the minute books
      and the accounting records) referred to in paragraph 1.2.2 are in the possession
      (or under the control) of the relevant Group Company and no notice or allegation
      from any legal or regulatory authority that any of such books and records
      is incorrect or should be rectified has been received by the relevant Group
      Company.                                                                                                                                                                                             

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|    | 1.2.4                                                                                                                                                                                                                                                                                                 | All
      material filings, publications, registrations and other material formalities
      required by applicable law to be delivered or made by the Group Companies
      to company registries in each relevant jurisdiction have been duly delivered
      or made in all material respects.                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2   | Accounts                                                                                                                                                                                                                                                                                             
|   
|2.1 | Latest
      Accounts                                                                                                                                                                                                                                                                                
|   
|    | 2.1.1                                                                                                                                                                                                                                                                                                 | The
      2003 Accounts and the 2004 Accounts have been prepared:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |                                                                                                                                                                                                                                                                                                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 2.1.2                                                                                                                                                                                                                                                                                                 | The
      2003 Accounts and the 2004 Accounts give a true and fair view of the assets,
      liabilities and state of affairs of the Group as at the relevant Accounts
      Date and of the profits and losses and cashflows of the Group for the period
      ending on the relevant Accounts Date.                                                                                                                                                                                                                                                                  
|   
|    | 2.1.3                                                                                                                                                                                                                                                                                                 | The
      view of the assets, liabilities and state of affairs of the Group as at
      31 December 2004 and of the profits and losses and cashflows of the Group
      for the period ending on 31 December 2004 reflected in the 2004 Accounts
      is not materially adversely different than as stated in the 2004 Unaudited
      Accounts. Notwithstanding any other provision of this Agreement, this warranty
      2.1.3 is deemed to be given by the Principal Seller at Closing and is not
      given or deemed to be given at the date of this Agreement.
|   
|2.2 | 2004
      Unaudited Accounts                                                                                                                                                                                                                                                                        
|   
|    | 2.2.1                                                                                                                                                                                                                                                                                                 | To the
      best of the Principal Sellers knowledge, information and belief, the
      2004 Unaudited Accounts have been prepared in accordance with accounting
      policies used in preparing the 2003 Accounts applied on a consistent basis.                                                                                                                                                                                                                                                                                                                    
|   
|    | 2.2.2                                                                                                                                                                                                                                                                                                 | To the
      best of the Principal Sellers knowledge, information and belief, the
      2004 Unaudited Accounts have been prepared in good faith having regard to
      the purpose for which they were drawn up and do not materially misstate
      the assets and liabilities of the Group as at 31 December 2004 nor the profits
      or losses or cashflows of the Group (on the basis set out therein) for the
      period ending on 31 December 2004.                                                                                                        
|   
|3   | Financial
      Obligations                                                                                                                                                                                                                                                                          
|   
|3.1 | Financial
      Facilities                                                                                                                                                                                                                                                                           
|   
|    | Copies
      or details of all material financial facilities (including loans, derivatives
      and hedging arrangements), outstanding or available to each of the Group
      Companies (including intra- group facilities) at the date of this Agreement
      are given in the Disclosure Letter.
|   

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|3.2 | Guarantees                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | To the
      best of the Principal Sellers knowledge, information and belief, other
      than in the ordinary and usual course of business, or as implied by law
      or contained in its standard terms of business, there is no material outstanding
      guarantee, indemnity, suretyship or security (whether or not legally binding)
      given:
|   
|    | 3.2.1                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 3.2.2                                                                                                                                                                                                                                                                                                                                                     
|   
|4   | Assets                                                                                                                                                                                                                                                                                                                                                    
|   
|4.1 | The
      Properties                                                                                                                                                                                                                                                                                                                                      
|   
|    | 4.1.1                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.2                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.3                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.4                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.5                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 4.1.6                                                                                                                                                                                                                                                                                                                                                     
|   
|4.2 | Leases                                                                                                                                                                                                                                                                                                                                                    
|   
|    | Where
      the interest of the Group Companies in any Property is leasehold:                                                                                                                                                                                                                                                                             
|   
|    | 4.2.1                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 4.2.2                                                                                                                                                                                                                                                                                                                                                     
|   
|    | 4.2.3                                                                                                                                                                                                                                                                                                                                                     
|   

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|4.3 | Properties
      subject to Leases and Other Agreements                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Where
      any Property is the subject of any lease or other agreement relating to
      its occupation or use for the benefit of any person other than a Group Company:                                                                                                                                                                                               
|   
|    | 4.3.1                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.3.2                                                                                                                                                                                                                                                                                                                                                                   
|   
|4.4 | Ownership
      of Assets                                                                                                                                                                                                                                                                                                                                               
|   
|    | All material
      assets included in the 2004 Unaudited Accounts or acquired by any of the
      Group Companies since 31 December 2004, other than the Properties, the Intellectual
      Property and any assets disposed of or realised in the ordinary course of
      business are, to the best of the Principal Sellers knowledge, information
      and belief:
|   
|    | 4.4.1                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.4.2                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.4.3                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.4.4                                                                                                                                                                                                                                                                                                                                                                   
|   
|5   | Intellectual
      Property and Information Technology                                                                                                                                                                                                                                                                                                                  
|   
|5.1 | Definitions                                                                                                                                                                                                                                                                                                                                                             
|   
|    | For the
      purposes of paragraph 5:                                                                                                                                                                                                                                                                                                                                  
|   
|    | Business
      IP
      means all Intellectual Property (including that subsisting in Information
      Technology) which is used by any Group Company in connection with its business;                                                                                                                                                                               
|   
|    | Business
      IT
      means all Information Technology which is owned by any Group Company and/or
      used by any Group Company in connection with its business;                                                                                                                                                                                                  
|   
|    | Data
      Protection Legislationmeans
      EC Directives 95/46/EC, 97/66/EC and 2002/58/EC and all implementing legislation
      within the European Union and other data protection legislation enacted
      outside the European Union;                                                                                                                         
|   
|    | Data
      Protection Regulatormeans
      any regulator appointed pursuant to Data Protection Legislation;                                                                                                                                                                                                                                                           
|   
|    | Information
      Technology
      means computer systems, software and hardware;                                                                                                                                                                                                                                                                                     
|   
|    | Licensed
      Business IP
      means Business IP that is owned or controlled by any of the Sellers;                                                                                                                                                                                                                                                                 
|   
|    | Owned
      Business IP
      means Business IP which is owned by any Group Company;                                                                                                                                                                                                                                                                                  
|   

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|    | Third Party Licensed Business IP means Business IP other than
Owned Business IP and Licensed Business IP.                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|5.2 | Registered Intellectual Property                                                                                                                                                                       
|   
|    | 5.2.1                                                                                                                                                                                                  
|   
|    | 5.2.2                                                                                                                                                                                                  
|   
|5.3 | Unregistered Trade Marks                                                                                                                                                                               
|   
|    | Part 2 of Schedule 8 lists all unregistered trade marks not subject to applications
for registration forming part of the Owned Business IP and which are material
to the business of any Group
Company.
|   
|5.4 | Infringement                                                                                                                                                                                           
|   
|    | 5.4.1                                                                                                                                                                                                  
|   
|    | 5.4.2                                                                                                                                                                                                  
|   
|5.5 | Licences                                                                                                                                                                                               
|   
|    | 5.5.1                                                                                                                                                                                                  
|   
|    | 5.5.2                                                                                                                                                                                                  
|   
|    | 5.5.3                                                                                                                                                                                                  
|   
|    | 5.5.4                                                                                                                                                                                                  
|   
|5.6 | Part 5 of Schedule 8 lists the internet domain names that are to the best of the Principal Seller's knowledge, information and belief:                                                                 
|   
|    | 5.6.1                                                                                                                                                                                                  
|   
|    | 5.6.2                                                                                                                                                                                                  
|   
|    | 5.6.3                                                                                                                                                                                                  

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|5.7 | Data Protection                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Insofar as is applicable, and to the Principal Sellers knowledge, information and belief, no written notice alleging non-compliance with the Data Protection Legislation (including any
enforcement notice, deregistration notice or transfer prohibition notice) has been received by any of the Group Companies from a Data Protection Regulator.
|   
|6   | Contracts                                                                                                                                                                                                                                                                                                                                           
|   
|6.1 | Contracts                                                                                                                                                                                                                                                                                                                                           
|   
|    | To the best of the Principal Sellers knowledge, information and belief, none of the top 10 supplier contracts and the top 15 customer contracts (both by value) of the Group is likely to
terminate or be breached, in each case as a result of its terms, as a result of the purchase of the Shares by the Purchaser pursuant to this Agreement.  
|   
|6.2 | Main Contracts                                                                                                                                                                                                                                                                                                                                      
|   
|    | The Disclosure Letter contains a complete list of the top 10 supplier contracts and a complete list of the counterparties to the top 15 customer contracts (both by value) of the Group and true and
accurate copies of these contracts have been made available in the Data Room.                                                                  
|   
|6.3 | Joint Ventures etc.                                                                                                                                                                                                                                                                                                                                 
|   
|    | No Group Company is, or has agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association.                                                                                                                                                                                                           
|   
|6.4 | Agreements with Connected Parties                                                                                                                                                                                                                                                                                                                   
|   
|    | 6.4.1                                                                                                                                                                                                                                                                                                                                               
|   
|    | 6.4.2                                                                                                                                                                                                                                                                                                                                               

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|  |                                 | hand, any of the Sellers,
    any person who is or was a shareholder, or the beneficial owner of any interest,
    in any Group Company or any other member of the Sellers Post-Closing
    Group or any person connected with any of them under which any material obligations
    or liabilities continue to be outstanding.                                                                                                                                                                                                                                                                                                                                                    
|- | ------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  | 6.4.3                           | To the best of the Principal Sellers knowledge, information and belief, no Group Company is or has been party to any contract, arrangement or understanding under which any obligations or
liabilities continue to be outstanding with any current or former employee or current or former director or any current or former Consultant of any Group Company or any person connected with any of such persons, or in which any such person is
interested (whether directly or indirectly), other than on normal commercial terms in the ordinary and usual course of business and save for retention agreements and harmonisation agreements referred to in the Disclosure Letter.
| 
|7 | Employees and Employee Benefits
| 
|  | 7.1.1                           | So far as the Principal Seller is aware all Relevant Employees are at the date of this Agreement employed by a Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
|  | 7.1.2                           | The Data Room contains details, in relation to each Group Company, of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| 
|  |                                 | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|  |                                 | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| 
|  |                                 | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
|  |                                 | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| 
|  |                                 | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|  |                                 | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| 
|  |                                 | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
|  | 7.1.3                           | So far as the Principal Seller is aware the Data Room contains details in relation to each Group Company, of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
|  |                                 | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|  |                                 | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|    |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Rights Act 1996 (or any analogous legislation in any relevant jurisdiction) and none of the Group Companies has adopted any custom and practice of making any such payments on the dismissal for
redundancy of employees.
|--- | ------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 7.1.3                                             | So far as the Principal Seller is aware since 1 January 2005, there have been no proposals to amend the terms of employment or the Consultancy Agreement of any Senior Employee in the US, or the
contracts of employment or the Consultancy Agreement of any Senior Employee elsewhere.                                                                                                                                                                                                 
|   
|    | 7.1.4                                             | So far as the Principal Seller is aware the Relevant Employees do not undertake duties for any firm, person or company other than the Group Companies as part of their duties and responsibilities
comprising their employment by any Group Company.                                                                                                                                                                                                                                     
|   
|    | 7.1.5                                             | So far as the Principal Seller is aware, there are no ongoing post-retirement medical or dental benefit obligations in respect of the Relevant Employees and/or Former Employees.                                                                                                                                                                                                                                                                                                        
|   
|7.2 | Termination of Employment                        
|   
|    | 7.2.1                                             | So far as the Principal Seller is aware since 1 January 2005 no Senior Employee or Consultant has given or received notice terminating his or her employment or Consultancy Agreement.                                                                                                                                                                                                                                                                                                   
|   
|    | 7.2.2                                             | So far as the Principal Seller is aware there are no amounts owing to any Relevant Employee or Former Employee or their dependants other than remuneration accrued due (but not payable) since the
most recent pay day or business expenses due to be reimbursed and there are no amounts owing to any Consultant or former Consultant or their dependants which should, under the terms of the relevant Consultancy or former Consultancy Agreement, have
been paid.                    
|   
|    | 7.2.3                                             | The sale of the B ordinary shares of £1 each in the capital of the Company (as they then were) by certain members of the Equant Group to the Principal Seller pursuant to the agreement between
them dated 21 October 2004 did not at any time constitute an event entitling Senior Employees to any payments or benefits from the Company under the Retention Agreements.                                                                                                               
|   
|7.3 | Works Councils and Employee Representative Bodies
|   
|    | 7.3.1                                             | So far as the Principal Seller is aware the Disclosure Letter lists all work councils, employee representative bodies and labour unions which by law or any collective bargaining agreement have the
right to be informed and consulted on matters which affect the Relevant Employees.                                                                                                                                                                                                  
|   
|    | 7.3.2                                             | The Group Companies have
complied with all obligations under the European Regulations or otherwise to
provide information to and/or consult with or obtain consents from any Relevant
Employees or  any Employee Representative Bodies about the transactions effected
by this Agreement or the Network Services Agreement. Notwithstanding any other
provision of this Agreement, this warranty
7.3.2
is given by the Principal
Seller at Closing and not at the date of this
Agreement.

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|7.4 | Collective Bargaining Agreements etc.                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | So far as the Principal Seller is aware, other than national collective bargaining agreements or industry wide collective agreements, the agreements with Employee Bodies listed in the Disclosure
Letter are all the material agreements between the Group Companies and Employee Bodies.                           
|   
|7.5 | Industrial Disputes                                                                                                                                                                                                                                                                                                  
|   
|    | 7.5.1                                                                                                                                                                                                                                                                                                                
|   
|    | 7.5.2                                                                                                                                                                                                                                                                                                                
|   
|7.6 | Discrimination and Health and Safety Claims                                                                                                                                                                                                                                                                          
|   
|    | So far as the Principal Seller is aware, there is no investigation or enquiry outstanding by the Health and Safety Executive, the Commission for Racial Equality, the Equal Opportunity Commission
or other similar commission, governmental agency or regulatory body in any country in relation to a Group Company.
|   
|7.7 | Incentive Schemes                                                                                                                                                                                                                                                                                                    
|   
|    | 7.7.1                                                                                                                                                                                                                                                                                                                
|   
|    | 7.7.2                                                                                                                                                                                                                                                                                                                
|   
|7.8 | Claims                                                                                                                                                                                                                                                                                                               
|   
|    | So far as the Principal Seller is aware, no Relevant Employee, Consultant or Former Employee or former Consultant of any Group Company has any outstanding claim for damages (or other remedy) worth
in excess of £100,000 against any Group Company:                                                                
|   
|    | (i)                                                                                                                                                                                                                                                                                                                  
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                 
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                
|   
|    | and in each case there are no circumstances likely to give rise to any such claim.                                                                                                                                                                                                                                   
|   
|7.9 | Pensions                                                                                                                                                                                                                                                                                                             
|   
|    | 7.9.1                                                                                                                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                                                                                                                                                      

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| |       |                           | provident fund, death,
    disability or life assurance benefits, except for mandatory arrangements
    under any public law, statute or regulation or under a mandatory collective
    bargaining arrangement to which any of the Group Companies contribute in
    compliance with the applicable law or regulation (the State
    Schemes). No proposal has been announced
    to establish any other arrangement for providing such benefits and the Group
    Companies do not provide and have not promised to provide any such benefits
    except under the
Pension Schemes.                                              
| | ----- | ------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       | (ii)                      | As far as the Principal
Seller is aware, as at the date of this Agreement none of the Group Companies
or any trade or business which is treated as a single employer (ERISA
Affiliate)
with the Group
Companies under Section 414(b)(c)(m) or (o) of the United States Internal Revenue
Code of 1986, as amended (the US
Code) contributes to any ERISA
Benefit Plan that is a multiemployer plan as defined in section 3(37) of the
United States Employee Retirement Income Security Act of 1974, as amended
(ERISA)
or maintains any ERISA Benefit Plan that is subject to Title IV of ERISA or Section
412 of the US
Code.
|
| | 7.9.2 | Disclosure               
|
| |       | (i)                       | There are contained in the Data Room copies of all material documents creating and governing or describing the terms of the Pension Schemes and setting out the rates at which employer
contributions to those schemes are paid and complete, accurate and up to date membership data with respect to each of the Pension Schemes, and with respect to all Group Company Pension Schemes all particulars relevant to the interests of the members
in the Pension Schemes and necessary to establish their entitlements to benefits;                                                                                                 
|
| |       | (ii)                      | There is contained in the Data Room a true and complete copy of the most recent actuarial valuation in respect the Pension Schemes where there is a legal requirement to have an actuarial
valuation;                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |       | (iii)                     | No assets have been withdrawn from any of the Pension Schemes or policies surrendered (except to pay benefits) which would materially alter the details of assets or insurance policies held by or
in respect of the Pension Schemes as disclosed in the Data Room.                                                                                                                                                                                                                                                                                                                                                                 
|
| | 7.9.3 | Regulation and compliance
|
| |       | (i)                       | As far as the Principal Seller is aware, the Pension Schemes are and have since their respective dates of commencement been in material compliance with, and managed and operated in accordance
with, their terms and with all applicable laws, regulations and government taxation or funding requirements and each Group Company has complied with all its obligations in relation to the Pension Schemes, including laws related to the admission of
part-time employees to membership of the Principal Sellers UK DB Schemes (as defined in Schedule 7);                                                                       
|
| |       | (ii)                      | There is in force in relation
to the Reuters Hong Kong Retirement Scheme a valid ORSO registration certificate
and a valid MPF exemption certificate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|    |                       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                            | The UK Pension Schemes
    are exempt approved schemes within the meaning of Chapter I Part XIV of the
    Income and Corporation Taxes Act 1988. Members of the UK Pension Schemes
    are contracted-out of the State Earnings Related Pension Scheme;                                                                                                                                                                                             
|--- | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                       | (iv)                                                                                                                                                                                                                                                                                                                                                                                                             | As far as the Principal Seller is aware, each of the US Plans which is intended to be a qualified plan has received a favourable determination letter from the IRS and such plan is so qualified
under the US Code (or an application for such letter has been submitted to the IRS within the applicable remedial amendment period) or has been established pursuant to a prototype plan that has received a favourable opinion letter from the
IRS.
|   
|    | 7.9.4                 | Contributions                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                       | As far as the Principal Seller is aware, none of the Group Companies has any outstanding liability for unpaid contributions or insurance premiums with respect to any of the Pension Schemes or the
State Schemes.                                                                                                                                                                                              
|   
|    | 7.9.5                 | Disputes                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                       | As far as the Principal Seller is aware, there is no dispute about the benefits payable under or otherwise in relation to the Group Company Pension Schemes, no material claim by or against the
trustees or managers of the Group Company Pension Schemes or any of the participating employers has been made or threatened, and there are no circumstances which might give rise to any such dispute or claim.
|   
|8   | Legal Compliance     
|   
|8.1 | Licences and Consents
|   
|    | 8.1.1                 | All licences, consents, authorisations, orders, warrants, confirmations, permissions, certificates, approvals, registrations and authorities (in each case the absence of which would have a
material adverse affect on the business of the Group) (Licences) necessary for the carrying on of the
businesses of each of the Group Companies:                                                                 
|   
|    |                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                              | have been obtained (save that, in respect of Intellectual Property, this warranty is given to the Principal Sellers knowledge, information and belief); and                                                                                                                                                                                                                                                                                         
|   
|    |                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                             | are to the best of the Principal Sellers knowledge, information and belief, in full force and effect.                                                                                                                                                                                                                                                                                                                                               
|   
|    | 8.1.2                 | To the best of the Principal Sellers knowledge, information and belief, there is no outstanding material breach of any Licences.                                                                                                                                                                                                                                                                               
|   
|    | 8.1.3                 | To the best of the Principal Sellers knowledge, information and belief, none of the Licences has been suspended, revoked or not renewed.                                                                                                                                                                                                                                                                       
|   
|8.2 | Compliance with Laws 
|   
|    | 8.2.1                 | To the best of the Principal Sellers knowledge, information and belief, there has been no breach by any Group Company of applicable material laws, bye-laws and                                                                                                                                                                                                                                                

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         | regulations
    in any country in which it carries on business which is likely to have a
    material adverse effect on the Group taken as a whole.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | 8.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                   | To the best of the Principal Sellers knowledge, information and belief, there is no investigation disciplinary proceeding or enquiry by, or order, decree, decision or judgment of, any court,
tribunal, arbitrator, governmental agency or regulatory body outstanding or threatened in writing against any Group Company or any Relevant Employee for whose acts or defaults it may be vicariously liable which has had or is likely to have a
material adverse effect upon the assets or business of the Group taken as a whole, save in respect of examinations or oppositions pending before any registry or similar body in relation to Intellectual Property.
|    
|     | 8.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                   | To the best of the Principal Sellers knowledge, information and belief, no Group Company has received any notice or other communication (official or otherwise) from any court, tribunal,
arbitrator, governmental agency or regulatory body (save from a registry or similar body in respect of Intellectual Property) with respect to an alleged, actual or potential violation and/or failure to comply with any applicable material law,
bye-law or regulation, or requiring it to take or omit any action which in any case has had or is likely to have a material adverse effect on the business of the Group.                                               
|    
|9    | Competition                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|9.1  | To the best of the Principal Sellers knowledge, information and belief, no Group Company has received any written communication, or written request for information, relating to an
investigation of any Group Companys business from or by the DGFT, the OFT, Competition Commission, Secretary of State for Trade and Industry, Commission of the European Communities or a competition or governmental authority of another
jurisdiction.         
|    
|9.2  | To the best of the Principal Sellers knowledge, information and belief, no Group Company is a party to any agreement, arrangement or concerted practice or is or has been carrying on any
practice material to the business of the Group which in whole or in part may contravene or be invalidated by any antitrust, fair trading or similar legislation in any jurisdiction where the Group has assets or carries on business or sells its
services.
|    
|10   | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|10.1 | Current Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | No Group Company is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration
(other than as claimant in the collection of debts arising in the ordinary and usual course of its business (none of which exceeds US$250,000)), which is material to the business of the Group.                                                  
|    
|10.2 | Pending or Threatened Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | To the best of the Principal Sellers knowledge, information and belief, no such claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or
arbitration of the type referred to in paragraph 10.1 is pending or threatened in writing by or against any Group Company.                                                                                                                                       

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|10.3 | No Court Orders etc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | To the best of the Principal Sellers knowledge, information and belief, no Group Company nor any of the material properties, assets or operations which any Group Company owns or in which any
Group Company is interested, is subject to any continuing injunction, judgment or order of any Court, arbitrator, governmental agency or regulatory body, nor is any Group Company in default (where such default would have a material adverse effect on
the Group taken as a whole) under any order, licence, regulation or demand of any governmental agency or regulatory body or with respect to any order, suit, injunction or decree of any Court.
|    
|11   | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|11.1 | Particulars of Insurances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | The insurances of the Group Companies material to the business of the Group are listed in the Disclosure Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|11.2 | Details of Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | In respect of the insurances referred to in paragraph 10.1 and to the best of the Principal Sellers knowledge, information and belief:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | 11.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 11.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|11.3 | Insurance Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | 11.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 11.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|11.4 | Cash Calls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | No Group Company has any liability whatsoever to Pender Mutual Insurance Company Limited to make compulsory cash calls in respect of any liability of Pender Mutual Insurance Company
Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|12   | Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | 12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    

| |  | 12.1.1 | All registrations, returns,
claims, computations and notifications which, within the last six years, are
or have been required to be made or given by each Group Company for any Taxation
purpose (i) have been made or given within the requisite periods and on a proper
 basis and are materially up-to-date and, to a material extent, correct and (ii)
none of them is, or, to
| |  | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |      |                                          | the best of the Principal
    Sellers knowledge, information and belief, is likely to be, the subject
    of any material dispute with any Tax Authority.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ---- | ---------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |      | 12.1.2                                   | Each Group Company is in possession of all records and documentation that it is obliged by law to hold for any Tax purpose and is in possession of sufficient information to enable it to deliver
materially correct and materially complete returns and to compute any liability to Taxation or entitlement to any deduction, relief or repayment of Tax insofar as it depends on any Transaction occurring on or before Closing.                                                                                                                                                                   
|
| |      | 12.1.3                                   | Since the 2003 Accounts Date, no Group Company has filed any amended Tax returns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |      | 12.1.4                                   | No Transaction has been effected by any US/UK Group Company in respect of which any consent or clearance from any Tax Authority, including, but without limitation, for exemption under Section 181
TCGA, was required or was sought (i) without such consent or clearance having been validly obtained before the Transaction was effected or (ii) otherwise than in accordance with the terms of and so as to satisfy any conditions attached to such
consent or clearance, or (iii) otherwise than at a time when and in circumstances in which such consent or clearance was valid and effective.
|
| |      | 12.1.5                                   | There are no circumstances that have arisen since any application to a Tax Authority for any consent, ruling or clearance was made which might, to the best of the Principal Sellers
knowledge, information and belief, reasonably be expected to cause such consent, ruling or clearance to be or become invalid or to be withdrawn by any Tax Authority concerned.                                                                                                                                                                                                                                
|
| | 12.2 | Taxation Claims, Liabilities and Reliefs
|
| |      | 12.2.1                                   | No relief (whether by way of deduction, reduction, set-off, exemption, postponement, roll-over, hold-over, repayment or allowance or otherwise) from, against or in respect of any Taxation has been
claimed and/or given to any Group Company which will be effectively in whole or in part withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any act, omission, event or circumstance arising or occurring at or at any time
before Closing.                                                                                                                          
|
| |      | 12.2.2                                   | No Group Company has made any claims, elections or surrenders relating to Reliefs or capital allowances since the submission of its Tax computations to the relevant Tax Authority in respect of the
period to which the 2003 Accounts relate.                                                                                                                                                                                                                                                                                                                                                       
|
| | 12.3 | Special Regimes/Elections/Rulings/Audits
|
| |      | 12.3.1                                   | There are set out in the Disclosure Letter, with express reference to this paragraph, material particulars of any agreement, arrangement or election between any US/UK Group Company and any Tax
Authority pursuant to which the relevant US/UK Group Company is authorised or entitled not to comply with what but for such agreement, arrangement, election, ruling or notice would be its statutory obligation.                                                                                                                                                                                   

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|                                                                                                                                                                                                                                                                                                   | 12.3.2                                 | To
      the best of the Principal Sellers knowledge, information and belief,
      no Group Company has taken any action in the last six years which has had,
      or will have, the result of altering, prejudicing or in any way disturbing
      any arrangement or agreement which it has previously had with any Tax Authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                   |                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                   | 12.3.3                                 | To
      the best of the Principal Sellers knowledge, information and belief,
      no Group Company has suffered any audit by any Tax Authority since the
      2003 Accounts Date nor has it been notified that any such audit will or
      is expected to be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                   |                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.4                                                                                                                                                                                                                                                                                               | Penalties
      and Fines             
|                                                                                                                                                                                                                                                                                                  
|Each
      Group Company has within the last six years properly and punctually paid
      all Taxation which it has become liable to pay and it has not, within the
      last six years, paid or become liable to pay any penalty, fine, surcharge
      or interest in connection with Taxation.
|                                                                                                                                                                                                                                                                                                  
|12.5                                                                                                                                                                                                                                                                                               | Group Company Tax Residence and Status
|                                                                                                                                                                                                                                                                                                   |                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                   | 12.5.1                                 | To the
      best of the Principal Sellers knowledge, information and belief, each
      Group Company has been resident for Tax purposes in the country of its
      incorporation and has not, in the last six years, been resident for Tax
      purposes nor had a permanent establishment anywhere else and will, to the
      best of the Principal Sellers knowledge, information and belief,
      be so resident for Tax purposes at Closing. None of the Group Companies
      is a branch, agency or representative of another person and is not liable
      as agent or prescribed person for any Tax liability of another person.
      For the avoidance of doubt, references to residence for Tax purposes in
      this paragraph shall be construed as references to residence for Tax purposes
      as determined by the local law of the jurisdiction or jurisdictions concerned
      and not by reference to the provisions of any relevant double taxation
      treaty or convention (save to the extent that residence for Tax purposes
      as determined by local law is or was at the relevant time determined by
      reference to the provisions of any relevant double taxation treaty or convention).
|                                                                                                                                                                                                                                                                                                   |                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                   | 12.5.2                                 | At no
      time in the three years prior to the 2003 Accounts Date has there been
      a major change in the nature or conduct of any trade carried on by any
      Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                   |                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                   | 12.5.3                                 | Nothing
      has been done and no event or series or events has occurred, or will occur,
      as a result of any contract, agreement or arrangement entered into before
      Closing, which might, when taken together with the entry into or Closing
      of this Agreement, cause or contribute to the disallowance to any US/UK
      Group Company of the carry forward of any losses or the carry back of any
      losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                   |                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                   | 12.5.4                                 | There
         are no Encumbrances for any Taxation upon the assets, properties or
         business of any Group Company except Encumbrances for any Taxation not yet
      due or being contested in good faith or for which adequate reserves have
      been established in the 2003 Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                   |                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                   | 12.5.5                                 | No Group
      Company is a party to, or is bound by, or has any obligation under, any
      agreement relating to the allocation or sharing of any Taxation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|     |                                                                                                                                                                                                     | (except for customary
      agreements to indemnify lenders or security holders) or, to the best of
      the Principal Sellers knowledge, information and belief, has any liability
      for any Taxation of any person other than such Group Company, as a transferee,
      or successor or otherwise.                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 12.5.6                                                                                                                                                                                              | No United States
      of America tax return required to be filed in respect of any Group Company
      will be required to include any item of income in, or exclude any item of
      deduction from, taxable income for any taxable period (or portion thereof)
      ending after Closing in respect of any Taxation as a result of any: (i)
      agreement with a Tax Authority executed on or prior to Closing; or (ii)
      prepaid amount received on or prior to Closing.                                                                                                                                                                      
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.6 | Assets                                                                                                                                                                                             
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 12.6.1                                                                                                                                                                                              | Closing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | No asset
      of any Group Company shall be deemed under Section 179 TCGA to have been
      disposed of and reacquired in consequence of entering into or performance
      of this Agreement.   
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 12.6.2                                                                                                                                                                                              | Replacement of Business
      Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | No claim
      has been made to any Tax Authority which could affect the amount of any
      gain accruing or being treated as accruing on a disposal of an asset of
      any US/UK Group Company.
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.7 | Payroll
      Taxes and Social Security Contributions                                                                                                                                              
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 12.7.1                                                                                                                                                                                              | Each Group Company
      has properly operated any applicable payroll taxes and social security contribution
      systems and has made materially correct deductions as are required by law
      from all payments made or deemed to be made by it or on its behalf, and
      has duly accounted to the relevant Tax Authority for all sums so deducted
      and for all other amounts for which it is required to account under such
      payroll taxes or social security contributions systems and has fully complied
      with all filing and other requirements in respect of such payroll taxes
      or social security contribution systems.
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 12.7.2                                                                                                                                                                                              | The Disclosure Letter
      sets out material details of any agreement whereby any Group Company has
      agreed to make any payment to or provide any benefit for any director, officer
      or employee of any Group Company, whether as compensation for loss of office,
      termination of employment or otherwise, which could give rise to a Tax liability
      of any Group Company or an obligation to pay additional amounts in respect
      of Tax or which would not be deductible in computing taxable profits.                                                                                                                         
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.8 | Stamp
      Taxes                                                                                                                                                                                  
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 12.8.1                                                                                                                                                                                              | No documents which
      form part of a Group Companys title to any asset owned or possessed
      by it or which any Group Company may need to enforce or produce in evidence
      to establish the relevant Group Companys title are liable to any form
      of Tax which has not been duly paid or which would attract Tax if brought
      within the relevant jurisdiction.                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 12.8.2                                                                                                                                                                                              | Neither the entry
      into this Agreement nor Closing will result in the withdrawal of a relief
      granted in relation to any Tax related to the transfer of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|      |                                 | land
      or the grant of an interest in land on or before Closing which will affect
      any Group Company.                                                                                                                                                                                                                                                                                                                                                                            
|----- | ------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.8.3                          | The
      Disclosure Letter sets out full and accurate details of any land or interest
      in land acquired or held by any Group Company before Closing in relation
      to which an additional return will be required to be filed with any Taxation
      Authority and/or a payment of Tax made on or after Closing.                                                                                                                                                                
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.9  | VAT
      and Sales Tax        
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.9.1                          | There
      are set out in the Disclosure Letter, with express reference to this paragraph,
      material particulars of:                                                                                                                                                                                                                                                                                                                                                                
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                 | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                 | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.9.2                          | Other
      than as set out in the Disclosure Letter, no Group Company has at any time
      been, or been treated as, a member of a group for the purposes of VAT.                                                                                                                                                                                                                                                                                                                       
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.9.3                          | During
      the period in which any Group Company was a member of the Principal Seller
      VAT Group, the representative member of that VAT group, in all material
      respects, made, issued and kept up-to-date records, returns and invoices
      for the purposes of VATA 1994 in relation to transactions entered into by
      that Group Company, and was not in arrears with any payments or returns
      due and was not required to give security to HM Customs & Excise.
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.10 | Tax
      Equalisation Payments
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.10.1                         | For
      the purposes of this paragraph, Taxation
      Benefits means any Taxation benefit or advantage,
      including any loss, relief, allowance, exemption, set-off, deduction or
      credit available in the computation of any liability to Taxation.                                                                                                                                                                                                                        
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.10.2                         | No Group
      Company is liable to make a payment for utilisation, surrender or other
      transfer of any Taxation Benefit (Taxation Equalisation Payment),
      nor is any Taxation Equalisation Payment to be received by any Group Company
      outstanding.                                                                                                                                                                                                                    
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.10.3                         | No Group
      Company is under any obligation to surrender or otherwise transfer any Taxation
      Benefit.                                                                                                                                                                                                                                                                                                                                                                             
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.10.4                         | There
      are set out in the Disclosure Letter, with express reference to this paragraph,
      full particulars of all surrenders or other transfers of any Taxation Benefit
      made by or to any Group Company within the last two years.                                                                                                                                                                                                                                          
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.11 | Anti-Avoidance                 
|      |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | 12.11.1                         | To the
      best of the Principal Sellers knowledge, information and belief, no
      Group Company has entered into or will at any time up to and including                                                                                                                                                                                                                                                                                                                            

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Closing
      enter into any transaction forming part of any arrangement notifiable to
      any Tax Authority by reason in whole or in part of its having a main purpose
      of avoiding or reducing or deferring Taxation or that is otherwise required
      to be disclosed to any Tax Authority as a prescribed or potentially abusive
      transaction.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|12.12 | Provision
      for Taxation                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|      | 12.12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Proper
      provision or reserve has been made in the 2004 Accounts for all Taxation
      liable to be assessed on each Group Company, or for which each Group Company
      is or may become accountable in respect of:                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (i)                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|      | 12.12.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                | To the
      best of the Principal Sellers knowledge, information and belief, the
      Tax computations attached to the Disclosure Letter accurately describe the
      carried forward losses and capital allowances of the US/UK Group Companies
      as at 31 December 2004.                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|13    | Important
      Business Issues Since the 2004 Accounts Date                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|      | Save
      as disclosed in the 2004 Unaudited Accounts, in the normal course of business
      or as contemplated by the capital expenditure forecast for the Group set
      out in the Don Brook presentation dated 12 January 2005 and/or taken into
      account in the Estimated Cash, Debt and Working Capital Statement, since
      31 December 2004 and taken as a whole over that period as regards each Group
      Company:                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|13.1  | there
      has been no material adverse change in the financial or trading position;                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|13.2  | save
      in respect of the negotiation, conclusion and implementation of the Network
      Services Agreement and this Agreement (and the agreements and arrangements
      ancillary to the Network Services Agreement and this Agreement), the business
      has been carried on as a going concern in the ordinary and usual course,
      without any material interruption or material alteration in its nature,
      scope or manner;                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|13.3  | no material
      capital commitments have been entered into or proposed by any Group Company.
      For these purposes a material capital commitment, in respect of the Company
      or the US Company, is one involving capital expenditure of over US$500,000
      exclusive of amounts in respect of VAT and, in respect of any other Group
      Company, is one involving capital expenditure of over US$200,000 exclusive
      of amounts in respect of VAT;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|13.4  | no Group
      Company has declared, made or paid any dividend or other distribution to
      its members; and                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                 
|13.5  | to the
      best of the Principal Sellers knowledge, information and belief, neither
      the Company nor the US Company has incurred any additional borrowings or
      incurred any other indebtedness in each case in excess of US$500,000
      and, no other member of the Group has incurred any additional borrowings
      or incurred any other indebtedness in each case in excess of US$200,000.                                                        

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|14   | General                     
|---- | ----------------------------
|     |                             
|14.1 | Authority
      and Capacity
|     |                             
|     | 14.1.1                      
|     |                             
|     | 14.1.2                      
|     |                             
|     | 14.1.3                      
|     |                             
|     | 14.1.4                      
|     |                             
|15   | Insolvency
      etc.       
|     |                             
|     | 15.1.1                      
|     |                             
|     | 15.1.2                      
|     |                             
|     | 15.1.3                      
|     |                             
|     | 15.1.4                      
|     |                             
|     | 15.1.5                      

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| | 15.1.6 | To the best of the
      Principal Sellers knowledge, information and belief, no creditor of
      any Group Company has taken, or is entitled to take any steps to enforce,
      or has enforced any security over any assets of any Group Company or is
      likely to do so in the immediate future.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 15.1.7 | The Company is not,
      and to the best of the Principal Sellers knowledge, information and
      belief, none of the Subsidiaries is in material default of any of its material
      obligations in relation to any of the financial facilities referred to in
      paragraph 3.1 of this Schedule. 

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Schedule 5Purchaser Warranties

|1   | Authority
      and Capacity                                                                                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 | Incorporation                                                                                                                                                                                                                                                       
|   
|    | The Purchaser
      is validly existing and is a company duly incorporated and registered under
      the law of its jurisdiction of England.                                                                                                                       
|   
|1.2 | Authority
      to enter into Agreement                                                                                                                                                                                                                             
|   
|    | 1.2.1                                                                                                                                                                                                                                                               
|   
|    | 1.2.2                                                                                                                                                                                                                                                               
|   
|1.3 | Authorisation                                                                                                                                                                                                                                                       
|   
|    | The Purchaser
      has taken or will have taken by Closing all corporate action required by
      it to authorise it to enter into and perform this Agreement, and any other
      documents to be executed by it pursuant to or in connection with this Agreement.

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Schedule
  6Limitations
  on Liability and Claims Procedure

(Clause 11)

Part
  1Limitations

|1   | Time Limitation
      for Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Principal Seller
      shall not be liable for breach of any Principal Sellers Warranty or
      under any Principal Sellers Indemnity (other than the Principal Sellers
      Indemnities given in paragraph 1.4 of Schedule 12) in respect of any claim
      unless a notice of the claim is given by the Purchaser to the Principal
      Seller:                                                                                                                                                             
|   
|1.1 | in the case of
        any  claim under paragraph 12 of Schedule 4 (tax) or under the Tax Indemnity,

      within * following Closing;                                                                                                                                                                                                                                                                                                                                                                                  
|   
|1.2 | in the case of
        any  claim under paragraph 1.4 of Schedule 12 (insurance) or any claim
        under
      paragraph 8.1 of Schedule 7 (Pensions), within * following Closing; and                                                                                                                                                                                                                                                                                                                                
|   
|1.3 | in the case of
        any  other claim, within * following Closing, except that there shall
        be no time
      limitation for giving notice of any claim under paragraphs 1.1, 14.1.1,
         14.1.2, 14.1.3 or 14.1.4 of Schedule 4.                                                                                                                                                                                                                                                                           
|   
|2   | Minimum
      Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|2.1 | Subject to paragraph
         2.3 below, the Principal Seller shall not be liable for breach of any
        Principal
      Sellers Warranty or under the Tax Indemnity ((or under any Principal
       Sellers Indemnity in respect of any individual claim (or a series
        of claims arising from related facts or circumstances) where the liability

      agreed or determined (disregarding the provisions of this paragraph 2))
        in respect of any such claim or series of claims does not exceed *.
|   
|2.2 | Subject to paragraph
         2.3 below, where the liability agreed or determined in respect of any
        such
      claim or series of claims exceeds *, subject as provided elsewhere in this
         Schedule 6, the Principal Seller shall be liable for the amount of the
        claim
      or series of claims as agreed or determined.                                                                                                                                                                       
|   
|2.3 | The references
        to * in paragraphs 2.1 and 2.2 above shall be deemed to be references
        to * in respect
      of any claim for a breach of a Principal Sellers Warranty which can
       only be made in respect of a Principal Sellers Closing Warranty.                                                                                                                                                                                                                                                 
|   
|3   | Aggregate
      Minimum Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|3.1 | The Principal Seller
         shall not be liable for breach of any Principal Sellers Warranty
         unless  the aggregate amount of all claims for which the Principal Seller
         would
      otherwise be liable for breach of any Principal Sellers Warranty
      (disregarding  the provisions of this paragraph 3) exceeds *.                                                                                                                                                                            
|   
|3.2 | Where the liability
         agreed or determined in respect of all claims referred to in Clause
        3.1
      exceeds * subject as provided elsewhere in this paragraph 3, the Principal
         Seller shall be liable for the full amount of all such claims as agreed

      or determined and not just the excess over *.                                                                                                                                                                                      

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|4   | Maximum
      Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1 | The aggregate
      liability of the Principal Seller in respect of all breaches of the Principal
      Sellers Warranties shall not exceed         .                                                                                                                                                                                                                                                                                                                                                                                       
|   
|4.2 | The aggregate
      liability of the Principal Seller in respect of all claims under paragraph
      2.1.5 of the Tax Indemnity shall not exceed         .                                                                                                                                                                                                                                                                                                                                                                                   
|   
|5   | Contingent
      Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | The Principal
      Seller shall not be liable for breach of any Principal Sellers Warranty
      or any claim under any Principal Sellers Indemnity in respect of any
      liability which is contingent unless and until such contingent liability
      becomes an actual liability and is due and payable but this Clause shall
      not operate to avoid a claim made in respect of a contingent liability within
      the time limit specified in paragraph 1 and specifying the matters set out
      in Part 2 of this Schedule.
|   
|6   | Provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | The Principal
      Seller shall not be liable for breach of any Principal Sellers Warranty
      or any claim under any Principal Sellers Indemnity or any claim under
      the Tax Indemnity in respect of any claim if and to the extent that proper
      allowance, provisions or reserve is made in the 2004 Accounts (other than
      in respect of a claim for breach of warranty 2.1.3) for the matter giving
      rise to the claim or has been taken into account in the Cash, Debt and Working
      Capital Statement.     
|   
|7   | Matters
      Arising Subsequent to this Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | The Principal
      Seller shall not be liable for breach of any Principal Sellers Warranty
      or under the Tax Indemnity or under any Principal Sellers Indemnity
      (other than in respect of a claim under paragraph 8.1 of Schedule 7 (Pensions))
      in respect of any matter to the extent that the same would not have occurred
      but for:                                                                                                                                                                              
|   
|7.1 | Agreed
      matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (other
      than the Principal Sellers Indemnity given in paragraph 1.3 of Schedule
      12) any matter or thing done or omitted to be done pursuant to and in compliance
      with this Agreement or the Network Services Agreement or otherwise at the
      written request or with the written approval of the Purchaser;                                                                                                                                                                                                            
|   
|7.2 | Acts
      of the Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | (other
      than the Principal Sellers Indemnity given in paragraph 1.3 of Schedule
      12) any act, omission or transaction of the Purchaser or any member of the
      Purchasers Group or any of the Group Companies, or their respective
      directors, officers, employees or agents or successors in title, committed
      or effected after Closing:                                                                                                                                                                          
|   
|    | 7.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 7.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | 7.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any admission
      of liability made in breach of the provisions of this Schedule 6 after the
      date hereof by the Purchaser or on its behalf or by persons deriving title
      from the Purchaser or by a member of the Purchasers Group on or after
      Closing (provided that this paragraph 7.2.3 shall not apply in respect
      of a claim under the Tax Indemnity);                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.3 | Changes
      in legislation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | 7.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the passing of,
      or any change in, after Closing, any law, rule, regulation or administrative
      practice of any government, governmental department, agency or regulatory
      body including (without prejudice to the generality of the foregoing) any
      increase in the rates of Taxation or any imposition of Taxation or any withdrawal
      of relief from Taxation not actually (or prospectively) in effect at Closing;
      or
|   
|    | 7.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any change after
      Closing of any generally accepted interpretation or application of any legislation
      or in the enforcement policy or practice of the relevant authorities; or                                                                                                                                                                                                                                                               
|   
|7.4 | Accounting
      and Taxation Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | any reorganisation
      (including a cessation of, or any change in the nature or conduct, of the
      whole or part of any trade) or change in ownership of any Group Company
      after Closing or any change in accounting or Taxation policy, basis, method
      or practice of the Purchaser or any of the Group Companies introduced or
      having effect after Closing.                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|8   | Tax
      Warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | The Principal
      Seller shall not be liable for breach of any Principal Sellers Warranty
      contained in paragraph 12 of Schedule 4 (tax) or under the Tax Indemnity
      in respect of any matter:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|8.1 | to the
      extent that the same would not have arisen or would have been reduced but
      for a failure or omission on the part of the Purchaser, and/or any Group
      Company after Closing to make any election or claim any Relief, the making
      or claiming of which was taken into account in computing the provision or
      reserve for Taxation in the Cash, Debt and Working Capital Statement and
      was fully and fairly disclosed on the face of the Cash, Debt and Working
      Capital Statement; or                                                                                                                                                                                                                                                              
|   
|8.2 | to the
      extent that the same arises by reason of a voluntary disclaimer by any Group
      Company after Closing of the whole or part of any allowance to which any
      of them is entitled under the Capital Allowances Act 2001 or by reason of
      the revocation by any Group Company after Closing of any claim for Relief
      made (whether provisionally or otherwise) by any of them prior to Closing
      to the extent in each case that such allowance or Relief is taken into account
      in the Cash, Debt and Working Capital Statement.                                                                                                                                                                                                                          
|   
|    | *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9   | Net
      Financial Benefit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | The Principal
      Seller shall not be liable for breach of any Principal Sellers Warranty
      or under any Principal Sellers Indemnity (other than paragraph 8.1
      of Schedule 7 (Pensions)) or under the Tax Indemnity in respect of any Losses
      suffered by the Purchaser or any Group Company to the extent of any corresponding
      savings by or net quantifiable financial benefit to the Purchaser or any
      Group Company as a result of such Losses or the facts giving rise to such
      Losses (for example, without limitation, where the amount (if any) by which
      any Taxation for which the Purchaser or any Group Company would otherwise
      have been accountable or liable to be assessed is actually reduced or extinguished
      as a result

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|     | of the
      matter giving rise to such liability) but having regard to any delay which
      may be experienced in enforcing or utilising such saving or net financial
      benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10   | Mitigation
      of Losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | The Purchaser
      shall procure that all reasonable steps are taken and all reasonable assistance
      is given to avoid or mitigate any Losses which in the absence of mitigation
      might give rise to or increase a liability in respect of any claim for breach
      of any Principal Sellers Warranty or Principal Sellers Indemnity
      (other than in respect of a claim under paragraph 8.1 of Schedule 7 (Pensions)
      or under paragraph 1.3 of Schedule 12).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|11   | Reliefs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|11.1 | If the
         auditors for the time being of the Company shall certify (at the request

      and expense of the Principal Seller) that any Losses or damage giving rise
         to a claim under any of the Principal Sellers Warranties contained
          in paragraph 12 of Schedule 4 (Tax) which has resulted in a payment
         having
      been made or becoming due from the Principal Seller under this Agreement
          will give rise to a Relief for any Group Company which would not otherwise

      have arisen, then the amount of that Relief shall, to the extent that it
          has not already been taken into account pursuant to paragraph 9 (Net
         Financial
      Benefit) in excluding or reducing a liability for breach of any Principal
          Sellers Warranty, be dealt with in accordance with  paragraph
          11.2; provided that if the Relief in question is a deduction from or
          offset against income, profits or gains, the amount to be so dealt
          with shall be a sum equal to the amount of Taxation that would be saved
          through the use of that Relief on the basis of the rates of tax current
          at the date of the certification made by the auditors under this paragraph.
|    
|11.2 | Where
      it is provided under paragraph 11.1 that any amount (the Relevant
      Amount) is to be dealt with in accordance
      with this paragraph 11.2:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | 11.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 11.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | 11.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|11.3 | Where
      any such certification as is mentioned in paragraph 11.1 has been made,
      the Principal Seller or the Purchaser or the relevant Group Company may
      request the auditors for the time being of the relevant Group Company to
      review such certification in the light of all relevant circumstances, including
      any facts which have become known only since such certification, and to
      certify whether such certification remains correct or whether, in the light
      of those circumstances, the amount that was the subject of such certification
      should be amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | If the
      auditors certify under paragraph 11.3 that an amount previously certified
      should be amended, that amended amount shall be substituted for the purposes
      of paragraph 11.2 as the Relevant Amount in respect of the certification
      in question in place of the amount originally certified, and such adjusting
      payment (if any) as may be required by virtue of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|   | above mentioned
      substitution shall be made as soon as practicable by the Principal Seller
      or (as the case may be) to the Principal Seller.                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                      
|12 | Purchasers
      Right to Recover                                                                                                                                                                                                                                                   
|  
|   | 12.1.1                                                                                                                                                                                                                                                                               
|  
|   |                                                                                                                                                                                                                                                                                      
|  
|   | 12.1.2                                                                                                                                                                                                                                                                               
|  
|   |                                                                                                                                                                                                                                                                                      
|  
|   | 12.1.3                                                                                                                                                                                                                                                                               
|  
|   |                                                                                                                                                                                                                                                                                      
|  
|13 | Purchasers
      knowledge                                                                                                                                                                                                                                                          
|  
|   | Without
      prejudice to Clause 10.2, the Principal Seller shall not be liable under
      the Principal Sellers Warranties in relation to any matter forming
      the basis of a claim of which any of the BT Employees was aware on or before
      the date of this Agreement.

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|14 | Double Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Without limitation
      to paragraph 9, the Purchaser (and those deriving title from the Purchaser)
      shall not be entitled to recover from the Sellers under this Agreement more
      than once in respect of the same Losses.                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15 | Fraud                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | None of the limitations
      contained in this Schedule 6 shall apply to any claim which arises or is
      increased, or to the extent to which it arises or is increased, as the consequence
      of, or which is delayed as a result of, fraud, wilful misconduct, wilful
      concealment or gross negligence by the Sellers, any Group Company or any
      of their respective directors, officers, employees or agents.                                                                                                               
|  
|16 | Reliefs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | None of the Principal
      Sellers Warranties is, or is to be construed as, warranting that any
      Relief of a Group Company can be used or set-off against profits or Taxation
      liability of any person after Closing.                                                                                                                                                                                                                                                                                                               
|  
|17 | Sellers
      Post-Closing Group employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | The Purchaser agrees
      and undertakes that (in the absence of fraud) it has no rights against and
      shall not make any claim against any employee, director, agent, officer
      or adviser of the Sellers Post-Closing Group or any employee of a
      member of the Sellers Post-Closing Group on whom it may have relied
      before agreeing to any term of this Agreement and any other Agreement or
      document entered into pursuant to this Agreement or entering into this Agreement
      or any such other agreement.
|  
|18 | Separate
      provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | Each provision of
      this Schedule shall be read and construed without prejudice to each of the
      other provisions to this Schedule.                                                                                                                                                                                                                                                                                                                                                                                                     

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Schedule
  6Part 2Conduct of Claims

|1   | Notification of Potential Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | If the Purchaser or any Group Company becomes aware of any fact, matter or circumstance that may give rise to a claim against the Principal Seller under the Principal Sellers Warranties
(other than under paragraph 12 of Schedule 4 (Tax)) or the Principal Sellers Indemnities, the Purchaser shall as soon as reasonably practicable give a notice in writing to the Principal Seller setting out such information as is available to
the Purchaser or Group Company as is reasonably necessary to enable the Principal Seller to assess the merits of the claim (including if practicable, an estimate of the amount of Losses which are, or are to be, the subject of the claim (including
any Losses which are contingent on the occurrence of any future event)), to act to preserve evidence and to make such provision as the Principal Seller may consider necessary.
|   
|    | Failure to give notice within such period shall not affect the rights of the Purchaser except to the extent that the Principal Seller is prejudiced by the failure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|2   | Commencement of Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | Any claim notified pursuant to paragraph 1 (other than in respect of a claim under paragraph 8.1 of Schedule 7 (Pensions)) shall (if it has not been previously satisfied, settled or withdrawn) be
deemed to be irrevocably withdrawn six months after the giving of notice in accordance with paragraph 1 or in the case of any contingent liability, if later, six months after such contingent liability becomes an actual liability and is due and
payable unless legal proceedings in respect of it (i) have been commenced by being both properly issued and validly served and (ii) are being and continue to be progressed by the Purchaser as diligently as reasonably practicable.                                                                                                                                                                                      
|   
|3   | Investigation by the Principal Seller                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | In connection with any matter or circumstance (other than in respect of a claim under paragraph 8.1 of Schedule 7 (Pensions)) that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|3.1 | may give rise to a claim against the Principal Seller under the Principal Sellers Warranties (other than under paragraph 12 of Schedule 4 (Tax)) or the Principal Sellers Indemnities,
the Purchaser shall allow, and shall procure that the relevant Group Company allows, the Principal Seller and its financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to a claim and whether and to
what extent any amount is payable in respect of such claim; and                                                                                                                                                                                                                                                                                                                                                                    
|   
|3.2 | may give rise to a claim against the Principal Seller under the Principal Sellers Warranties (other than under paragraph 12 of Schedule 4 (Tax)) or the Principal Sellers Indemnities,
the Purchaser shall disclose to the Principal Seller all material of which the Purchaser is aware which relates to the claim and shall, and shall procure that any other relevant members of the Purchasers Group shall, give, subject to their
being paid all reasonable costs and expenses, all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Principal Seller or
its financial, accounting or legal advisers may reasonably request subject to the Principal Seller agreeing in such form as the                                                   

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|    | Purchaser may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.3 | may give rise to a claim against the Principal Seller under the Principal Sellers Indemnities the Principal Seller may, at its option, undertake the defence of any third party claim against
the Purchaser or any Group Company (a Third Party Claim) by notice in writing to the Purchaser and in
such circumstances the Principal Seller will have the exclusive right to contest, defend, litigate and settle such Third Party Claim either before or after litigation at such time and on such terms as the Principal Seller considers appropriate
(provided that where any Third Party Claim might reasonably be expected to have a material adverse impact on the Groups employee relations, the Principal Seller shall consult with the Purchaser and keep it fully informed with respect to such
claim and obtain the Purchasers approval to all material steps taken in the conduct of the defence of such claim, such approval not to be unreasonably withheld or delayed). If the Principal Seller does not elect to assume the defence of a
Third Party Claim, the Principal Seller will nonetheless be entitled to participate in such defence. After notice from the Principal Seller to the Purchaser of the Principal Sellers election to assume the defence of a Third Party Claim, the
Principal Seller will not be liable under the Principal Sellers Indemnities for any expenses of the Purchasers legal advisers which are subsequently incurred in connection with the defence of such Third Party Claim;
|   
|3.4 | may give rise to a claim against the Principal Seller under the Principal Sellers Warranties (other than under paragraph 12 of Schedule 4 (Tax)) or the Principal Sellers Indemnities,
the Purchaser shall (wherever the Principal Seller has not elected to undertake the defence of a Third Party Claim itself) co-operate with and consult the Principal Seller and keep the Principal Seller fully informed with respect to any Third Party
Claim and follow and comply with all reasonable requests and instructions of the Principal Seller with respect to the conduct of such defence and the actions to be taken in respect of it (provided that where any requests or instructions of the
Principal Seller might reasonably be expected to have a material adverse impact on the Groups employee relations, the Purchaser shall have the right to approve such requests or instructions, such approval not to be unreasonably withheld or
delayed); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|3.5 | may give rise to a claim against the Principal Seller under the Principal Sellers Warranties (other than under paragraph 12 of Schedule 4 (Tax)) or the Principal Sellers Indemnities
and, whether or not the Principal Seller shall have assumed the defence of the Third Party Claim, the Purchaser shall not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim or consent to entry of any
judgment with respect thereto, without the prior written consent of the Principal Seller (which consent shall not be unreasonably withheld or delayed), and the Principal Seller will not be subject to any liability under the Principal Sellers
Indemnities or otherwise for any such admission, settlement, compromise, discharge or consent to judgment made by a Purchaser without such prior written consent of the Principal Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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Schedule 7Principal Sellers Pension Schemes

(Clause 9)

|1 | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  | Actuarys Letter means in relation to each of
the Principal Sellers DB Schemes the letter from the Principal Sellers Actuary to the Purchasers Actuary in respect of that scheme, which will be agreed between the actuaries prior to the Closing Date with both parties using their
reasonable endeavours to procure that the actuaries agree the terms of the letter at least 3 weeks after the date of this Agreement or if earlier, by 31 March 2005. In the event that the actuaries do not agree the Actuarys Letter within this
timescale, either party may refer the matter to be determined by an independent actuary, to be nominated by the Principal Seller and the Purchaser jointly, or if they cannot agree, by the President of the Faculty of Actuaries on application by
either party. The independent actuary will act as an expert and not as an arbitrator, and his decision will be final and binding on the parties. His costs will be payable equally by the Principal Seller and the Purchaser;
| 
|  | Austrian Scheme means the Radianz Pension Fund
 Victoria-Volksbanken;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
|  | BTRP means the BT Retirement Plan established by a
trust deed and rules dated 17 April 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|  | Contingency Benefits means health insurance, death
in service benefit, disability and incapacity early retirement benefits and administration of these benefits. For the avoidance of doubt this includes all benefits which arise under the Principal Sellers UK DB Schemes, other than benefits
accrued in respect of service prior to the Principal Sellers UK DB Scheme Leaving Date but including benefits calculated by reference to prospective pensionable service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| 
|  | Group Company Pension Schemes means the Pension
Schemes listed in Item 2 of Schedule 11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
|  | Hong Kong Scheme means the Reuters Hong Kong
Retirement Scheme;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| 
|  | Non-UK Employee means an employee of a Group Company
who immediately before Closing is an active member of any of the Pension Schemes other than the UK Pension Schemes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
|  | Norway Scheme means the Radianz Norway Vital
Forsikring.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
|  | Payment Date means the date on which payment is due
under paragraph 3.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
|  | Principal Sellers Actuary means in relation to
each of the Principal Sellers UK DB Schemes, the actuary appointed by the Principal Seller for the purpose of this Schedule in relation to that scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
|  | Pension Schemes means the pension arrangements
listed in Item 1 of Schedule 11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| 
|  | Principal Sellers Overseas Schemes means the
Austrian Scheme, the Hong Kong Scheme, the Switzerland Scheme and the Norway Scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| 
|  | Principal Sellers UK DB Schemes
means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
|  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Equant
    Pension Scheme established by a trust deed and rules dated 1 December 2000.     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                
|    | Purchasers Actuary means Jeff Hunt of KPMG, or
another actuary appointed by BT for the purpose of this Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | Purchasers DB Scheme means Section C of the BT
Pension Scheme known as the BTPS established by rules dated 2 March 1983.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | Principal Sellers UK DB Scheme Leaving Date
means 31 March 2005 or such later date notified to the Purchaser in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | RRP means the Reuters Retirement Plan established by
trust deed and rules dated 31 March 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | Transfer Date means the (i) date six months after
Closing, or (ii) such earlier date nominated by the Purchaser in relation to each of the Principal Sellers Overseas Schemes, or (iii) if the Purchaser does not make any election pursuant to paragraph 6.1 in relation to one of the Principal
Sellers Overseas Schemes, then in relation to that scheme the Closing Date.                                                                                                                                                                             
|   
|    | Switzerland Scheme means the Personnel Foundation of
Reuters SA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | Transitional Period means the period between the
Closing Date and the Transfer Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | UK Employee means an employee of a Group Company who
immediately before Closing is an employee of a Group Company located in the United Kingdom.                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | TUPE Employees means the IME/Editorial Employees as
defined in the Network Services Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|2   | The Purchasers DB Scheme                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|2.1 | The Purchaser confirms that the Purchasers DB Scheme is a contracted-out scheme and an exempt approved scheme for the purposes of Chapter I Part XIV of the Income and Corporation Taxes Act
1988.                                                                                                                                                                                                                                                                                                                                                           
|   
|2.2 | The Purchaser will before
the Closing Date invite employees of any Group Company and any of the TUPE Employees
who are active members of the Principal Sellers UK DB
Schemes immediately before
the Principal Sellers UK DB Scheme Leaving Date to join the Purchasers
DB Scheme on the Closing Date:                                                                                                                                                                                                                                                      
|   
|    | 2.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in the case of employees who were members of the Reuters Pension Fund, on its normal terms; and
|   
|    | 2.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in the case of employees who were members of the Equant Pension Scheme, on its normal terms    
|   
|    | but in either case with Pensionable Service (as that term is defined in the Purchasers DB Scheme) backdated to the Principal Sellers UK DB Scheme Leaving Date.                                                                                                                                                                                                                                                                                                                                                                                             
|   
|2.3 | The Principal Seller will promptly after the Principal Sellers UK DB Scheme Leaving Date and in any event within 4 weeks of that date provide details of the individual transfer payments as
set out in paragraph 3.1 to the Purchaser, who will within 2 weeks of receipt of those details (or if later after the Closing Date) invite each such employee as referred to in paragraph 2.2 who accepts the invitation referred to in paragraph 2.2, in
terms approved by the Purchaser and Principal Seller (such approval not to be unreasonably withheld or

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|    | delayed), to consent within 4 weeks of the invitation to a transfer of assets being made for him from the Principal Sellers UK DB Schemes to the Purchasers DB Scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.4 | For the period from the Principal Sellers UK DB Scheme Leaving Date until the Closing Date the Principal Seller undertakes that it will provide and pay all costs of providing Contingency
Benefits for the employees of any Group Company and the TUPE Employees who immediately prior to the Principal Sellers UK DB Scheme Leaving Date were active members of the Principal Sellers UK DB Schemes as if those employees remained
active members of the Principal Sellers UK DB Schemes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|2.5 | The Purchaser will credit
each employee who accepts the invitation referred to in paragraph 2.2 with Pensionable
Service (as that term is defined in the Purchasers DB
Scheme) in the Purchasers DB Scheme in respect of the period from the Principal
Sellers UK DB Scheme Leaving Date until the Closing Date and the Principal
Seller will reimburse any
Group Company or the Purchasers Group for the cost of such credit by paying
to the Purchaser an amount equal to 18.2% in respect of those employees accruing
Pensionable Service at a 1/60thaccrual rate and a correspondingly
increased rate in respect of those employees with a higher accrual rate (in the
case of the Reuters Pension Fund) and 22% (in the case of the Equant Pension
Scheme) of the relevant employees aggregate Scheme Salaries (as that term
is defined in the Purchasers DB Scheme) for the period save and to the
extent that the relevant amount is reflected in the Cash Debt and Working Capital
Statement. Payment under this paragraph will be due within one week of the Purchaser
notifying the Principal Seller of the identities of the employees in question.
Interest will be payable on any amount due under this paragraph at 2% above the
base rate of Barclays Bank plc from time to time in respect of the period from
the week after the amount became due until the
date of payment.
|   
|3   | Transfer Payment from the Principal Sellers UK DB Schemes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|3.1 | The Principal Seller will
use its reasonable endeavours to ensure that on the Payment Date the trustees
of the Principal Sellers UK DB Schemes transfer to the Purchasers
DB
Scheme for each UK Employee who requests or consents to a transfer of their accrued
rights from the Principal
Sellers UK DB Schemes to the Purchasers DB Scheme in response to
the invitations referred to in paragraph 2.3, an amount equal to the greater
of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | 3.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | 3.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|3.2 | The amount referred to in paragraph 3.1 will be adjusted between Closing and the Payment Date as set out in the Actuarys Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|3.3 | The amount referred to under paragraph 3.1 will initially be calculated in respect of each person to whom an invitation is to be issued under paragraph 2.3 by the Principal Sellers Actuary.
The Principal Seller will ensure that the Purchasers Actuary is supplied within 4 weeks of the Principal Sellers UK DB Scheme Leaving Date with all information reasonably required by the Purchasers Actuary to enable him to verify
the Principal Sellers Actuarys calculations. If the Principal Sellers Actuary and the Purchasers Actuary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | cannot agree on the amount within one month of the date on which the Purchasers Actuary is supplied with all such information, either party may require the amount to be determined by an
independent actuary, to be nominated by the Principal Seller and the Purchaser jointly, or if they cannot agree, by the President of the Faculty of Actuaries on application by either party. The independent actuary will act as an expert and not as an
arbitrator, and his decision will be final and binding on the parties. His costs will be payable equally by the Principal Seller and the Purchaser.                                                                                                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Payment to the Purchasers DB Scheme is conditional on the Inland Revenue having consented to the making of the payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Payment to the Purchasers DB Scheme is due by the latest of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 3.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 3.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 3.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | If the trustees of the Principal Sellers DB Schemes do not pay the amount calculated in accordance with paragraphs 3.1 and 3.2 in full on the Payment Date, the Principal Seller will
immediately pay to the Purchaser or as the Purchaser shall direct the amount of the difference together with interest at the rate of 2 per cent above the rate of Barclays Bank plc from time to time between the Payment Date and the date on which
payment is actually made.                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | If after the payment of the shortfall amount set out in paragraph 3.6, the Purchaser receives a reduction in its liability to corporation tax as a result of being able to treat a payment of an
amount equal to the shortfall payment set out in paragraph 3.6 to the Purchasers DB Scheme as deductible for corporations tax purposes, the Purchaser will pay to the Principal Seller within 14 days after the Purchaser would otherwise have been
liable to pay the amount of the corporation tax saved, a sum equal to that corporation tax reduction provided that the Purchaser shall have no obligation to make a payment if the Purchaser has any liability to tax as a result of the payment of the
shortfall amount set out in paragraph 3.6 unless and to the extent that the tax deduction exceeds such liability.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Voluntary Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Nothing
      previously contained in this Schedule will apply to voluntary contributions
      paid to secure money purchase benefits or to money purchase benefits secured
      by them. However, the Principal Seller will use reasonable endeavours to
      ensure that the assets representing voluntary contributions of UK Employees
      who request or consent to a transfer of their accrued rights from the Principal
      Sellers UK DB Schemes to the Purchasers DB Scheme will be transferred
      to the Purchasers DB Scheme and the Purchaser will ensure that in
      that event its scheme provides benefits for the members concerned equal
    in value to the amounts transferred.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | BTRP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The
      Purchaser undertakes with the Principal Seller that all the employees of
      a Group Company and any of the TUPE Employees who immediately before the
      Closing Date are active members of the RRP will be invited to become members
      of BTRP with effect from the Closing Date in respect                                                                                                                                                                                                                                                                                                                                                                                                  

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|of
        their service with any Group Company or the Purchaser on and after that
    date, on the normal terms of BTRP. 
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          
|6                                                                                                                         
|                                                                                                                          
|The
        following will apply in respect of the Principal Sellers Overseas
    Schemes during the Transitional Period.
|                                                                                                                          
|6.1                                                                                                                       
|                                                                                                                          
|6.2                                                                                                                       
|                                                                                                                          
|6.3                                                                                                                       
|                                                                                                                          
|6.4                                                                                                                       
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|6.5                                                                                                                       
|                                                                                                                          
|6.6                                                                                                                       

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|6.7 | The Purchaser undertakes that it will procure that the relevant Group Company will not cause or allow the pensionable salary for the purposes of the relevant scheme of any employee of the relevant
Group Company participating in the Principal Sellers Overseas Schemes to be increased, except on such terms as the Principal Seller may agree in writing, such agreement not to be unreasonably withheld or delayed. For the avoidance of doubt,
where the calculation of the amount of company contributions to the relevant Principal Sellers Overseas Scheme under paragraph 6.4 above includes an allowance for increases to pensionable salary in line with the relevant schemes
valuation assumptions, then the Principal Seller will not normally withhold consent to increases to such pensionable salaries in line with those assumptions or charge further contributions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|6.8 | The Purchaser undertakes that it will procure that the relevant Group Company will appoint the Principal Seller (or its nominee), to act on its behalf in relation to the Principal Sellers
Overseas Schemes for the purpose of dealing with any local legal requirements and to do all such acts and execute and/or sign all such documents on its behalf as the Principal Seller or the administrators of the Principal Sellers Overseas
Schemes may reasonably consider necessary or desirable in connection therewith without prejudice to the terms of this Schedule.                                                                                                                                                                                                                                                                                                               
|   
|6.9 | The Purchaser will pay to the Principal Seller, or as it may direct, an amount which indemnifies the Principal Seller, or would, if paid to any subsidiary or associate of the Principal Seller
indemnify them, (on an after-tax basis) against all liabilities, costs, claims, demands and expenses (including reasonable legal and actuarial fees) arising out of or in connection with the participation of any relevant Group Company at any time
during the Transitional Period in the Principal Sellers Overseas Schemes, provided that the indemnity will not apply where the liabilities, costs, claims, demands or expenses are a direct result of a negligent act or omission by the Principal
Seller or any subsidiary or associate of it, in default of its obligations under this Agreement.                                                                                 
|   
|7   | Non-UK Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|7.1 | With effect from Closing,
then if the Purchaser decides not to continue any pension arrangement operated
prior to Closing by a Group Company in any country in respect of its Non-UK Employees

employed in that country, the Purchaser will offer the Non-UK
Employees membership of the same pension arrangement of the Purchaser (if any)
as a comparable newly-hired employee of the Purchaser working in the same country
as the relevant Non-UK Employee would be allowed to join, provided that they
satisfy any eligibility conditions for the relevant pension arrangement of the
Purchaser, on the terms
ordinarily applicable to such newly-hired employees.                                                                                                                                                                                                                    
|   
|7.2 | If there is more than one pension arrangement or more than one set of terms of general application which could apply to comparable newly-hired employees in any country, the Purchaser reserves the
right to decide which pension arrangement or what terms of general application will apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|8   | Indemnities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|8.1 | The Principal Seller will pay to the Purchaser or as it may direct an amount which indemnifies the Purchaser or would, if paid to any of the Purchasers Group (including after Closing any of
the Group Companies indemnify them (on an after-tax basis)) against all liabilities, costs, claims, demands and expenses (including legal and actuarial fees) arising out of or in connection with the participation of any of the Group Companies at any
time                                                                                                                                                                                                                                                                                                                                                                                                                              

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|    | prior to the Closing Date in the Principal Sellers UK DB Schemes including (but without limitation):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 8.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | 8.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|8.2 | The Principal Seller will pay to the Purchaser or as it may direct an amount which indemnifies the Purchaser or would, if paid to any of the Purchasers Group (including after Closing any of
the Group Companies) indemnify them (on an after-tax basis) against all liabilities, costs, claims, demands and expenses (including legal and actuarial fees) arising out of or in connection with the failure at any time of the Principal Sellers
UK DB Schemes to provide benefits to any member of the Principal Sellers UK DB Schemes who retires, dies or otherwise leaves service after the Principal Sellers UK DB Scheme Leaving Date and before the Closing Date as if the relevant
member had been an active member of the relevant Principal Sellers UK DB Scheme as at the date of retirement, death or other leaving.

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|
|
|
|
|
|
|
|
|
|
|



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|Schedule
    10                                                
|---------------------------------------------------------------
|The
    Shares                                                 
|                                                               
|Number
    of Shares beneficially owned by each of the Sellers:
|                                                               
|Full name                                                      
|Reuters Limited                                                
|Blaxmill (Six) Limited                                         
|Reuters C LLC                                                  
|Reuters America LLC                                            
|TOTAL                                                          

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Schedule 11Pension Schemes Definition

|Item 1:                     
|----------------------------
|                            
|Pension
    Schemes means:
|                            
|(i)                         
|                            
|(ii)                        
|                            
|(iii)                       
|                            
|(iv)                        
|                            
|(v)                         
|                            
|(vi)                        
|                            
|(vii)                       
|                            
|(viii)                      
|                            
|(ix)                        
|                            
|(x)                         
|                            
|(xi)                        
|                            
|(xii)                       
|                            
|(xiii)                      
|                            
|(xiv)                       
|                            
|(xv)                        
|                            
|(xvi)                       
|                            
|(xvii)                      
|                            
|(xviii)                     
|                            
|(xix)                       
|                            
|(xx)                        
|                            
|(xxi)                       
|                            
|(xxii)                      
|                            
|(xxiii)                     
|                            
|(xxiv)                      
|                            
|(xxv)                       
|                            
|(xxvi)                      
|                            
|(xxvii)                     
|                            
|(xxviii)                    

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|(xxix)                                     | Australian Private
      Super
Fund.                    
|------------------------------------------ | --------------------------------------------------------
|                                           |                                                         
|Item
    2:                                |                                                         
|                                           |                                                         
|Group
    Company Pension Schemes means:
|                                           |                                                         
|(i)                                        | Reuters Austria Private Pension Plan                    
|                                          
|(ii)                                       | Radianz Pension Fund  Victoria  Volksbanken (Austria);
|                                          
|(iii)                                      | Kontant Pension (Denmark);                              
|                                          
|(iv)                                       | TFR  termination indemnity (Italy);                    
|                                          
|(v)                                        | Radianz Norway Vital Forsikring (Norway);               
|                                          
|(vi)                                       | Reuters GmbH Stage II Plan (Germany);                   
|                                          
|(vii)                                      | Radianz Belgium Swiss Life Plan (Belgium);              
|                                          
|(viii)                                     | Radianz Sweden ITP Plan (Sweden);                       
|                                          
|(ix)                                       | Radianz 401(K) Plan (USA); and                          
|                                          
|(x)                                        | Radianz Executive Retirement Plan (USA).                
|                                          

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Schedule 12Indemnities (Clause 12)


|1   | The Principal Seller covenants to pay to the Purchaser an amount equal to the amounts payable by the Purchaser, the Purchasers Group or any of the Group Companies in respect of and/or, in
the case of paragraph 1.4 below, any Losses suffered as a result of:                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 | Disposal of the Voice Services Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | the settlement or discharge of any claims brought pursuant to the indemnities given under or pursuant to the business purchase agreement dated 30 June 2004 between Radianz Global Limited, Radianz
Americas Inc., Westcom Dedicated Private Lines Limited and Westcom Dedicated Private Lines Inc entered into for the sale by the Group of its voice services business to Westcom Dedicated Private Lines Inc. and Westcom Dedicated Private Lines Limited
(other than as a result of the actions of the Purchaser or any Group Company following Closing);
|   
|1.2 | Employment Indemnities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | the race discrimination claims made by the two employees of the Group who work as sales people in its New York City office and in respect of which a demand letter was received by the Group on 1
September 2004 and the claim for equal pay and unfair selection for redundancy brought by Iolanda Hudson, an ex-employee of the Company who took voluntary redundancy as part of the Radianz VR programme in May 2004 and in respect of which she has
filed a claim in an employment tribunal (case number: 3201386/2004);                                 
|   
|1.3 | Stock Option Plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | amounts determined to be payable as a result of a successful challenge to the basis on which the Cash Cancellation Proposal is implemented or calculated, any additional amounts payable pursuant
thereto, and any amounts payable in settlement of any challenge on terms agreed by the Principal Seller, together with the costs of defending any action brought in relation to the Cash Cancellation Proposal (but shall not extend to any amounts
payable as a result of the valid exercise of an Option where the holder acquires C Shares); and        
|   
|1.4 | PMIC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | in circumstances where (1) PMIC is liable to indemnify the Group under the public and product liability sections of the Groups general liability insurance policy with PMIC in place as at the
date of this Agreement for such Losses but is unable or refuses to do so due to PMICs insolvency and/or (2) PMIC would have been liable to indemnify the Group for such Losses but for the restructuring of the Companys policy with PMIC in
2004.                                                                                                         
|   
|2   | With respect to each of the above, the Purchaser shall not be entitled to make a claim to the extent that such amounts are settled prior to the Closing Statement Date or are included in the Cash,
Debt and Working Capital Statement.                                                                                                                                                                                                                                                                                                                      
|   
|3   | This Schedule 12 is subject to the terms of Schedule 6 to the extent stated therein as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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Schedule 13Further Tax Provisions

|1 | Interpretation                                                                                                                                                                                                                                                                                                                                                                          
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  | In this Schedule:                                                                                                                                                                                                                                                                                                                                                                       
| 
|  | 1.1                                                                                                                                                                                                                                                                                                                                                                                     
| 
|  | Group Tax Relief means any Relief available between members
of a group, fiscal unity or consolidation for Taxation purposes whether in the
United Kingdom or any other jurisdiction;                                                                                                                                                                                                  
| 
|  | Permanent Establishment Business means, any business carried
out by Radianz Americas Inc. through a permanent establishment outside of the
jurisdiction of its incorporation and/or any business carried out by Radianz
Global Limited though a permanent establishment outside of the jurisdiction of
its
incorporation;                                                             
| 
|  | Pricing Arrangements means any operations between Radianz
Global Limited and other Group Companies, the terms of which are referred to
in paragraph 12.5.2 of the Disclosure Letter, being on terms other than would
have been entered into between independent enterprises acting at arms
length;                                                                                   
| 
|  | RGL Transfer Pricing Enquiry means the enquiry made by the
United Kingdom Inland Revenue into transfer pricing referred to in the second
sub-paragraph of paragraph 12.1.1 of the Disclosure Letter;                                                                                                                                                                                  
| 
|  | TA means the Income and Corporation Taxes Act
1988;                                                                                                                                                                                                                                                                                                                                   
| 
|  | Tax Audits means the audit in respect of New York general
corporate income tax referred to at paragraph 12.3.3 of the Disclosure Letter,
the audit in respect of Texas franchise tax referred to at paragraph 12.3.3 of
the Disclosure Letter and each of the audits in respect of VAT referred to at
paragraph 12.3.3 of the Disclosure Letter and Tax Audit means
any one of them;
| 
|  | Tax Warranties means the warranties set out in paragraph 12
of Schedule 4 (Tax) to this Agreement and Tax Warranty shall
be construed
accordingly;                                                                                                                                                                                                                                  
| 
|  | Transaction means any transaction, circumstance, act, event
or omission of whatever nature and includes, without limitation, any change in
the residence of any person for the purposes of any Taxation and any change in
accounting reference date;                                                                                                                                  
| 
|  | UK Allocation means the possible or actual misbooking of the
revenue or revenues referred to at in the third sub-paragraph of paragraph 12.1.1
of the Disclosure Letter;                                                                                                                                                                                                              
| 
|  | VATA 1994 means the Value Added Tax Act 1994;
and                                                                                                                                                                                                                                                                                                                                     
| 
|  | Warranty Liability means any loss, damage or liability giving
rise to a claim under the Tax Warranties;                                                                                                                                                                                                                                                                               
| 
|  | 1.2                                                                                                                                                                                                                                                                                                                                                                                     
| 
|  | 1.3                                                                                                                                                                                                                                                                                                                                                                                     

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|  |          | liability (in either
    case in respect of which but for such setting off the Group Company concerned
    would have had a liability to pay Taxation in respect of which a claim could
    have been made under this Schedule) of any Relief to the extent that such
    Relief has been taken into account in, or in computing a provision for Taxation
    in, the Cash, Debt and Working Capital Statement or which is not available
    before Closing but arises in respect of a Transaction or Transactions occurring
    after Closing and the amount of the Taxation shall in such case be deemed
    to be the amount of Taxation for which a claim could have been made under
    this Schedule but for such setting off; and
|- | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  | 1.4      | references to the Purchaser shall, where the benefit of
    this Schedule has been assigned under Clause 15.5 of this Agreement, mean
    the person or persons for the time being entitled to the benefit of this
    Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
|2 | Covenant
| 
|  | 2.1      | Subject to any other provisions of this Schedule, the Principal Seller agrees to pay to the Purchaser on the due date for payment an amount equal to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
|  |          | 2.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
|  |          | 2.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
|  |          | 2.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
|  |          | 2.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
|  |          | 2.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|  |            |                                                                                                                                                                      | Closing and which are
    not taken into account in the Cash, Debt and Working Capital Statement;                                                                                                                                                                                                                                     
|- | ---------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |            | 2.1.6                                                                                                                                                                | any Tax Liability arising in respect of periods ending or Transactions effected or occurring on or before Closing and any reasonable costs and expenses for which a Group Company becomes liable as
a result of the RGL Transfer Pricing Enquiry;                                                                                     
| 
|  |            | 2.1.7                                                                                                                                                                | any Tax Liability arising in respect of periods ending or Transactions effected or occurring on or before Closing for which a Group Company becomes liable as a result of the UK Allocation except
to the extent that that Tax Liability is provided for in the 2004 Accounts;                                                        
| 
|  |            | 2.1.8                                                                                                                                                                | any Tax Liability arising in respect of periods ending or Transactions effected or occurring on or before Closing and any reasonable costs and expenses for which a Group Company becomes liable as
a result of any Tax Audit;                                                                                                        
| 
|  |            | 2.1.9                                                                                                                                                                | any Tax Liability arising in respect of periods ending or Transactions effected or occurring on or before Closing for which Radianz Americas Inc. or Radianz Global Limited becomes liable as a
result of Permanent Establishment Business;                                                                                           
| 
|  |            | 2.1.10                                                                                                                                                               | any Tax Liability of a Group Company arising in respect of periods ending or Transactions effected or occurring on or before Closing as a result of any Pricing Arrangements; and                                                                                                                                                     
| 
|  |            | 2.1.11                                                                                                                                                               | all reasonable costs and expenses (including the costs and expenses of taking any action under this Schedule) properly incurred or payable by the Purchaser and the Group Companies in connection
with or in consequence of any matter for which the Principal Seller is liable under this Schedule.                                  
| 
|  | 2.2        | Any payments made under paragraph 2.1 shall be treated as an adjustment to the consideration paid by the Purchaser for the Shares under the terms of this Agreement.
| 
|3 | Exclusions
| 
|  | 3.1        | The Principal Seller shall not be liable under paragraph 2 above and shall not be liable for breach of any Tax Warranty:                                            
| 
|  |            | 3.1.1                                                                                                                                                                | to the extent that the Tax Liability or Warranty Liability has been compensated for by insurers without cost to the Purchaser and/or any Group Company; or                                                                                                                                                                            
| 
|  |            | 3.1.2                                                                                                                                                                | to the extent that the Tax Liability or Warranty Liability arises or is increased as a consequence of any failure by the Purchaser to comply with its obligations under paragraph 4 (Mitigation),
paragraph 6 (Pre-Closing Computations) or paragraph 7 (Claims); or                                                                  
| 
|  |            | 3.1.3                                                                                                                                                                | to the extent that the Purchaser or a Group Company has recovered under any relevant statutory provision an amount corresponding to the Taxation which gave rise to the Tax Liability or Warranty
Liability (and the Purchaser shall procure that no such recovery is sought to the extent that payment is made under paragraph 2); or

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| |  | 3.1.4 | to the extent that
    recovery has been made in respect of the same subject matter under this Agreement.
| |  | ----- | ---------------------------------------------------------------------------------------------------------

| 
|-
| 
| 
|4
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 

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|5 | Due Date for Payment                                                                                                                           
|- | -----------------------------------------------------------------------------------------------------------------------------------------------
| 
|  | 5.1                                                                                                                                            
| 
|  |                                                                                                                                                
| 
|  |                                                                                                                                                
| 
|  | 5.2                                                                                                                                            
| 
|6 | Pre-Closing Computations                                                                                                                       
| 
|  | 6.1                                                                                                                                            
| 
|  |                                                                                                                                                
| 
|  |                                                                                                                                                
| 
|  | in respect of all periods relevant for Taxation purposes of each Group Company beginning before Closing (the Pre-Closing
Accounting Periods).
| 
|  | 6.2                                                                                                                                            
| 
|  | 6.3                                                                                                                                            
| 
|  |                                                                                                                                                
| 
|  |                                                                                                                                                

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| |     |                                                                                                                                                                                                                                                                                                                                                                  | Pre-Closing Accounting Periods to the extent that they could give rise to a liability of the Principal Seller under this Schedule or for breach of the Tax Warranties;                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | 6.3.3                                                                                                                                                                                                                                                                                                                                                            | the Principal Seller is sent copies of all material correspondence (including Tax Documents) from any Tax Authority insofar as it is relevant to the matters referred to in paragraph 6.1 above as
soon as reasonably practicable after receipt thereof;                                                                                                                                                                                                                                                                                                                                                              
|
| |     | 6.3.4                                                                                                                                                                                                                                                                                                                                                            | the Principal Seller receives draft copies of all correspondence (including Tax Documents) proposed to be sent to any Tax Authority insofar as it is relevant to the matters referred to in
paragraph 6.1 above within 30 days or within a reasonable period prior to their being sent to the appropriate Tax Authority and the Purchaser shall take account of any reasonable written comments made by the Principal Seller on such draft
correspondence prior to the relevant correspondence being sent to the appropriate Tax Authority; and                                                                       
|
| |     | 6.3.5                                                                                                                                                                                                                                                                                                                                                            | the Principal Seller is consulted in relation to the matters referred to in paragraph 6.3.2 above and shall take into account any reasonable written comments of the Principal Seller in relation to
such matters.                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | 6.4 | The Principal Seller shall procure that the Purchaser and the Group Companies and their duly authorised agents are (on reasonable notice in writing to the Principal Seller) afforded such
reasonable assistance by members of the Sellers Post- Closing Group as may be necessary to enable the Purchaser to discharge its obligations under this paragraph 6.
|
| | 6.5 | Neither the Purchaser nor
any Group Company shall be required by this paragraph 6 to take any action which
will be unduly onerous or materially prejudicial to it.                                                                                                                                                                                              
|
| | 6.6 | The Purchaser shall procure that:                                                                                                                                                                                                                                                                                                                               
|
| |     | 6.6.1                                                                                                                                                                                                                                                                                                                                                            | the Principal Seller receives
draft copies of the returns of the Group Companies to the extent that they relate
to US Sales Tax, the UK
Allocation, Pricing Arrangements, the Tax Audits, the RGL Transfer Pricing Enquiry
or Permanent Establishment Business within 30 days or within a reasonable period
prior to their submission to the appropriate Tax Authority and the Purchaser
shall fully implement in a manner satisfactory to the Principal Seller all written
comments made by the Principal Seller on those draft returns prior to submission
of the relevant returns to
the
appropriate Tax Authority;
|
| |     | 6.6.2                                                                                                                                                                                                                                                                                                                                                            | the Principal Seller is
kept fully informed of the progress of all matters relating to the Taxation affairs
of the Group Companies in relation to US Sales Tax, the UK Allocation, Pricing
Arrangements, the Tax Audits, Permanent Establishment Business and the RGL Transfer
Pricing Enquiry to the extent that they could give rise to a liability of the
Principal Seller under this Schedule (or could increase the likelihood of such
liability arising);                                                                                                                                                       
|
| |     | 6.6.3                                                                                                                                                                                                                                                                                                                                                            | the Principal Seller is sent copies of all correspondence (including Tax Documents) which relate to US Sales Tax, the UK Allocation, Pricing Arrangements, the Tax Audits, Permanent Establishment
Business and the                                                                                                                                                                                                                                                                                                                                                                                                   

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|  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | RGL Transfer
    Pricing Enquiry, from any Tax Authority insofar as they could give rise to
    a liability of the Principal Seller under this Schedule (or could increase
    the likelihood of such liability arising) as soon as reasonably practicable
    after receipt thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |        | 6.6.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the Principal Seller receives draft copies of all correspondence (including Tax Documents) proposed to be sent to any Tax Authority which relate to US Sales Tax, the UK Allocation, Pricing
Arrangements, the Tax Audits, Permanent Establishment Business and the RGL Transfer Pricing Enquiry insofar as they could give rise to a liability of the Principal Seller under this Schedule (or increase the likelihood of such liability arising)
within 30 days or within a reasonable period prior to their being sent to the appropriate Tax Authority and the Purchaser shall fully implement in a manner satisfactory to the Principal Seller all written comments made by the Principal Seller on
such draft correspondence prior to the relevant correspondence being sent to the appropriate Tax Authority; and
| 
|  |        | 6.6.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the Principal Seller is consulted in relation to US Sales Tax, the UK Allocation, Pricing Arrangements, the Tax Audits, Permanent Establishment Business and the RGL Transfer Pricing Enquiry and
shall fully implement in a manner satisfactory to the Principal Seller all written comments made by the Principal Seller which relate to US Sales Tax, the UK Allocation, Pricing Arrangements, the Tax Audits, Permanent Establishment Business or the
RGL Transfer Pricing Enquiry.                                                                                                                                                                                                                                                                                                                                 
| 
|  | 6.7    | This paragraph 6 shall operate without prejudice to the provisions of paragraph 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
|7 | Claims
| 
|  | 7.1    | If the Purchaser or any Group Company becomes aware after Closing of any matter which could give rise to a liability under this Schedule or to a claim for breach of any Tax Warranty, the Purchaser
shall procure that notice of that matter is given as soon as reasonably practicable to the Principal Sellers and as regards any such matter the Purchaser shall itself or shall procure that the Group Company concerned shall at the request of the
Principal Seller take such action as it may reasonably request to deal with the matter but subject as set out in paragraph 7.2 and paragraph 7.3 and subject to the Purchaser and the Group Company being indemnified and secured to their reasonable
satisfaction by the Principal Seller against all losses (including additional Taxation), costs, damages and expenses which may be incurred as a result.
| 
|  | 7.2    | The Purchaser and each Group Company shall be at liberty without reference to the Principal Seller to deal with any matter which could give rise to a liability under this Schedule and settle any
such matter with a Tax Authority (i) if the Purchaser so elects, in which case the Principal Seller shall have no liability under this Schedule in respect of such matter or (ii) if the Principal Seller delays unreasonably in giving any such request
as is mentioned in paragraph 7.1 above provided that the Purchaser or Group Company concerned has notified the Principal Seller of its intention to so deal with the matter and has afforded the Principal Seller a period of five (5) Business Days to
respond.                                                                                                                                           
| 
|  | 7.3    | If the Principal Seller wishes to make an appeal to the Commissioners of the Inland Revenue or any other appellate body, tribunal or court (whether in the United                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Kingdom or elsewhere
    in the world) against any assessment or determination of any Tax Authority
    in respect of which the Principal Seller is liable under this Schedule, the
    Principal Seller shall consult with the Purchaser, but the Purchaser shall
    not be required to procure that the relevant Group Company makes any such
    appeal unless a tax counsel of at least ten years standing (instructed jointly
    by the Principal Seller and the Purchaser,
at the Principal Sellers cost) has given an opinion that such appeal should
succeed.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  | 7.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Purchaser shall procure that the Principal Seller and its duly authorised agents are (on reasonable notice in writing to the Purchaser) afforded such reasonable access to the books, accounts,
personnel, correspondence and documentation of the Group Companies and such other reasonable assistance as may be necessary to enable the Principal Seller to exercise its rights under this paragraph 7.                                                                                                                                                           
| 
|  | 7.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Subject to the other provisions of this paragraph 7, the actions which the Principal Seller may reasonably request under paragraph 7.1 shall include (without limitation) the relevant Group Company
applying to postpone (so far as legally possible) the payment of any Taxation and/or allowing the Principal Seller to take on at its own expense the conduct of all or any proceedings of whatsoever nature arising in connection with the matter in
question.                                                                                                     
| 
|8 | Purchasers Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| 
|  | The Purchaser shall pay to the Principal Seller an amount equal to the amount of any Taxation for which the Principal Seller or any member of the Sellers Group becomes liable by virtue of
the failure of the Purchaser, any Group Company or any member of a group, fiscal unity or consolidation of which the Purchaser or a Group Company is a member after Closing to discharge Taxation (and, in the case of failure to so discharge by a Group
Company, only where the due date for payment of such Taxation arises after Closing) and for which the Purchaser or the Group Company is primarily liable, except to the extent such Taxation:
| 
|  | 8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | is subject to a valid claim under this Agreement or this Schedule by the Purchaser which has not been satisfied or could be the subject of any such valid claim, assuming that a claim was made in
respect of such Taxation (ignoring for these purposes Clause 11 of this Agreement as applied by paragraph 3.2 of this Schedule); or                                                                                                                                                                                                                                  
| 
|  | 8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | has been recovered under any relevant statutory provision (and the Principal Seller shall procure that no such recovery is sought to the extent that payment is made under this paragraph
8).                                                                                                                                                                                                                                                                                                                                                                           
| 
|  | The provisions of paragraph 5 (Due Date for Payment) and paragraph 7 (Claims) shall apply to any liability of the Purchaser under this paragraph 8 as if references therein to the
Purchaser were to the Principal Seller and vice versa and with such other modifications as are necessary.                                                                                                                                                                                                                                                                                                                                                    
| 
|9 | Recovery from Third Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| 
|  | If the Principal Seller pays an amount, either under paragraph 2 or in discharge of any claim for breach of any Tax Warranty, and any Group Company is entitled to recover from some other person
(other than a Group Company or any member of the Purchaser's Group) any sum in respect of that Taxation, then the Purchaser shall:                                                                                                                                                                                                                                                                                                                

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|   | 9.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | as soon as reasonably practicable notify the Principal Seller of such entitlement and shall, if so requested by the Principal Seller and subject to the Purchaser and the Group Company being
indemnified and secured to their reasonable satisfaction by the Principal Seller against all losses (including additional Taxation), damages, costs and expenses which may be reasonably incurred, procure that the Group Company takes all reasonable
steps to enforce that recovery (keeping the Principal Seller fully and promptly informed of the progress of any action taken); and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 9.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | account to the Principal Seller within 10 Business Days of recovering any such amount for the whole of any sum so recovered (including any interest or repayment supplement paid to the Purchaser or
a Group Company) less any costs and expenses of recovery (including any Taxation which would not have been incurred but for the recovery of that amount) up to an amount not exceeding the amount of any such payment previously made by the Principal
Seller in respect of such Taxation.                                                                                        
|  
|10 | Activities of the Group Companies after Closing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | Following Closing, the Purchaser shall not take any action which for the purposes of Schedule 7AC to the Taxation of Chargeable Gains Act 1992 (Exemption for Disposals by Companies with
Substantial Shareholdings) will result in the Group Companies ceasing to carry on the same activities immediately after Closing as they were carrying on immediately before Closing except to the extent that such action is contemplated by or taken in
connection with the entry into or performance of this Agreement or the Network Services Agreement.
|  
|11 | Effect of Discharge of Claim                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | For the avoidance of doubt and subject to the other provisions of this Schedule (including paragraph 3.1.4), the Principal Seller shall remain liable in accordance with the terms of this Schedule
notwithstanding that any Taxation giving rise to a liability to make a payment under paragraph 2 of this Schedule is or has been discharged or suffered by the relevant Group Company, whether before or after the date of this Schedule and whether by
payment or by the loss or utilisation of any Relief or right to repayment of Taxation.   
|  
|12 | Effect of Waiver, Release                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Any liability under this Schedule may in whole or in part be released, compounded or compromised or time or indulgence given by the person to whom the liability is owed in its absolute discretion
as regards any of the persons under such liability without in any way prejudicing or affecting its rights against any other or others of those persons under the same or a like liability whether joint and several or otherwise.                                                                                                                

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Schedule 16Proposals under the Plan

|1. | The Principal Seller shall use its best endeavours to procure that, as soon as practicable after the date of this Agreement, the board of directors of the Company passes a written resolution
resolving:                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|2. | The Principal Seller shall use its best endeavours to procure that the Company shall:                                                                                                                                                                                                                                                                                                                                                 
|  
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|3. | The Purchaser agrees to bear the cost of making the payment to cancel the Options.                                                                                                                                                                                                                                                                                                                                                    
|  
|4. | The Principal Seller and the Purchaser shall, and shall use reasonable endeavours to procure that the Company shall, deal with all questions and enquiries from holders of Options in a manner
agreed between the Purchaser and the Principal Seller, in each case, acting reasonably.                                                                                                                                                
|  
|5. | If, an Option is validly exercised and the holder acquires C Shares, the Principal Seller covenants to pay to the Purchaser an amount equal to 50% of the consideration negotiated in good faith (by
the Purchaser in its sole discretion), and paid, by or on behalf of the Purchaser or its nominees for such C Shares having first deducted the aggregate exercise price paid by the holder of the Option to acquire such C Shares.

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|Table
    of Contents                                                   |                                                               
|----------------------------------------------------------------------- | --------------------------------------------------------------
|                                                                        |                                                               
|Contents                                                                | Page                                                          
|                                                                        |                                                               
|1                                                                       | Interpretation                                                
|                                                                        |                                                               
|2                                                                       | Agreement to Sell the Shares                                  
|                                                                        |                                                               
|3                                                                       | Purchase Price                                                
|                                                                        |                                                               
|4                                                                       | Conditions                                                    
|                                                                        |                                                               
|5                                                                       | Pre-Closing                                                   
|                                                                        |                                                               
|6                                                                       | Estimated Cash, Debt and Working Capital                      
|                                                                        |                                                               
|7                                                                       | Closing                                                       
|                                                                        |                                                               
|8                                                                       | Post-Closing Adjustments                                      
|                                                                        |                                                               
|9                                                                       | Pensions                                                      
|                                                                        |                                                               
|10                                                                      | Warranties                                                    
|                                                                        |                                                               
|11                                                                      | Limitation of Sellers Liability
    and Claims Procedure     
|                                                                        |                                                               
|12                                                                      | Indemnities, Insurance and the Cash Cancellation Proposal     
|                                                                        |                                                               
|13                                                                      | Restrictions on the Sellers and other post-Closing obligations
|                                                                        |                                                               
|14                                                                      | Confidentiality                                               
|                                                                        |                                                               
|15                                                                      | Other Provisions                                              
|                                                                        |                                                               
|Schedule
    1 The Company and the Subsidiaries                         | 34                                                            
|                                                                        |                                                               
|Schedule
    2 Closing Obligations (Clause 7)                           | 48                                                            
|                                                                        |                                                               
|Schedule
    3 Part 1 Cash, Debt and Working Capital Statement          | 50                                                            
|                                                                        |                                                               
|Schedule
    4 Warranties given by the Principal Seller under Clause 10 | 54                                                            
|                                                                        |                                                               
|Schedule
    5 Purchaser Warranties                                     | 75                                                            
|                                                                        |                                                               
|Schedule
    6 Limitations on Liability and Claims Procedure            | 76                                                            
|                                                                        |                                                               
|Schedule
    7 Principal Sellers Pension Schemes                       | 84                                                            
|                                                                        |                                                               
|Schedule
    8 Intellectual Property                                    |                                                               

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|Schedule 9
    The Properties                                        |    
|-------------------------------------------------------------------- | ---
|                                                                     |    
|Schedule 10
    The Shares                                           | 92 
|                                                                     |    
|Schedule 11
    Pension Schemes Definition                           | 93 
|                                                                     |    
|Schedule 12
    Indemnities                                          | 95 
|                                                                     |    
|Schedule 13
    Further Tax Provisions                               | 96 
|                                                                     |    
|Schedule 14 Senior Employees, BT Employees and RLT Senior Employees. |    
|                                                                     |    
|Schedule
    15
    Retention Agreements                             |    
|                                                                     |    
|Schedule 16Proposals under the
    Plan                              | 105

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This Agreementis made on 29 April 2005

between:

|(1)      | Reuters Limiteda company incorporated in England whose registered office is at 85 Fleet Street, London EC4P 4AJ (the
Principal Seller);                                                                                                                                                    
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |                                                                                                                                                                                                                                                                                              
|(2)      | Blaxmill (Six) Limiteda company incorporated in England whose registered office is at 85 Fleet Street, London EC4P 4AJ
(Blaxmill);                                                                                                                                                         
|        
|         |                                                                                                                                                                                                                                                                                              
|(3)      | Reuters C LLCa limited liability company incorporated in the state of Delaware, USA whose principal office is at The
Reuters Building, 3 Times Square, New York, 10036, NY, USA (Reuters C);                                                                                               
|        
|         |                                                                                                                                                                                                                                                                                              
|(4)      | Reuters America LLCa limited liability company incorporated in the state of Delaware, USA whose principal office is at The
Reuters Building, 3 Times Square, New York, 10036, NY, USA (Reuters America and, together with the
Principal Seller, Blaxmill and Reuters C, the Sellers); and
|        
|         |                                                                                                                                                                                                                                                                                              
|(5)      | British Telecommunications plca company incorporated in England whose registered office is at 81 Newgate Street, London,
EC1A 7AJ (the Purchaser).                                                                                                                                         
|        
|        
|Whereas:
|        
|        
|        
|         |                                                                                                                                                                                                                                                                                              
|(A)      | The parties entered
      into a share purchase agreement (the SPA) dated 9 March 2005 (the SPA)
      pursuant to which the Sellers agreed to sell and the Purchaser agreed to
      purchase the Shares on the terms and subject to the conditions set out
    therein.                
|         |                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                              
|(B)      | The parties have
    agreed to amend the SPA as set out in this Agreement.                                                                                                                                                                                                                   

|                                                                                                                                                     
|-----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                     
|It
          is agreedas
    follows:                                                                                                                
|                                                                                                                                                     
|                                                                                                                                                     
|1.                                                                                                                                                   
|                                                                                                                                                     
|                                                                                                                                                     
|Words and expressions
        defined in the SPA shall have the same meaning when used in this letter
    unless otherwise defined in this Agreement.
|                                                                                                                                                     
|                                                                                                                                                     
|2.                                                                                                                                                   
|                                                                                                                                                     
|                                                                                                                                                     
|The parties agree
        that, with effect from the date of this Agreement, the SPA shall be amended
    as follows:                                
|                                                                                                                                                     

|    |                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 | in the definition of Target Working Capital Amount in Clause 1.1 of the SPA, the reference to US$19.640 million shall be replaced with US$20.144
million;
|   
|    |                                                                                                                                                                
|2.2 | in Clause 3.1 of the SPA the reference to US$203,604,000 shall be replaced with US$203,100,000;                                                            
|   
|    |                                                                                                                                                                
|2.3 | in Clause 3.1(vi) [sic] of the SPA, the reference to US$19,640,000 shall be replaced with US$20,144,000; and                                               
|   
|    |                                                                                                                                                                
|2.4 | Clause 12.2.1 of
    the SPA shall be deleted and replaced by the following as new clause 12.2.1:                                                              
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                
|    |                                                                                                                                                                

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2

|   | The Principal Seller shall before Closing procure that the existing Directors and Officers liability insurance policy under which Group Companies and their directors and officers
enjoy cover is extended for a period of two years from the Closing Date (the Extended D&O Cover) provided that (i) claims brought by members of the Sellers Post Closing Group and the Equant Group shall be excluded from the
Extended D&O Cover and (ii) the Company has the right under the Extended D&O Cover (subject to the payment of applicable premiums and other reasonable terms and conditions) to renew such extended cover for at least two renewal periods of two
years each. The Company will pay the cost of such extension and renewal. For the avoidance of doubt, nothing in this Clause 12.2.1 shall require the Principal Seller to make any payment in respect of premiums for the Extended D&O Cover or any
renewal thereof. .
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Clauses 15.6, 15.13, 15.15, 15.16 and 15.17 of the SPA shall, mutatis mutandis, be incorporated into and form part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | No other amendments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Save as amended by
      this Agreement, the SPA shall continue in full force and effect and, save
      where the context otherwise requires, any and every reference to this
      Agreement, hereof, hereunder and words of
      similar import shall be construed as a reference to the SPA as amended
    by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

In witnesswhereof this Agreement has been duly executed

|SIGNED by                                   | /S/ | JARED MILLAR
|------------------------------------------- | --- | ------------
|as attorney forReuters Limited:             |     |             
|                                            |     |             
|SIGNED by                                   | /S/ | JARED MILLAR
|as attorney forBlaxmill (Six) Limited:      |     |             
|                                            |     |             
|SIGNED by                                   | /S/ | JARED MILLAR
|as attorney forReuters C LLC:               |     |             
|                                            |     |             
|SIGNED by                                   | /S/ | JARED MILLAR
|as attorney forReuters America LLC:         |     |             
|                                            |     |             
|SIGNED by                                   | /S/ | NEIL ROGERS 
|on behalf ofBritish Telecommunications plc: |     |             
|                                            |     |             

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DATED 29 April 2005







Reuters
Limited

Blaxmill
      (Six) Limited

Reuters
      C LLC

Reuters
      America LLC

and

British Telecommunications plc





---

AMENDMENT AGREEMENT



relating to a share purchase
agreement
dated 9 March 2005

---







Slaughter and May
One Bunhill
Row,
London, EC1Y 8YY
(JCXT/JCXH/RDZC)

---



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|This
        Agreementis
    made on 26 May 2005
|------------------------------------------------
|                                                
|between:                                        
|                                                
|(1)                                             
|                                                
|(2)                                             
|                                                
|(3)                                             
|                                                
|(4)                                             
|                                                
|(5)                                             
|                                                
|Whereas:                                        

|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|(A)                                                                                                                                                    | The parties entered into a share purchase agreement dated 9 March 2005 (as amended by agreement dated 29 April 2005) (the SPA) pursuant to which the Sellers agreed to sell and the Purchaser agreed to purchase the Shares on the terms and subject to the
conditions set out therein.                                                                                                                                                                                                               
|                                                                                                                                                      
|(B)                                                                                                                                                    | The SPA provides, among other things, for the basis and method of calculation of the Cash, Debt and the Working Capital Statement. Notwithstanding the provisions of the SPA, the parties have
agreed each of the Cash Amount, the Debt Amount and the Working Capital Amounts but such agreement is not strictly on the basis of that, nor does its strictly use the method of calculation, set out in the SPA and, accordingly, the parties have
agreed to amend the SPA as set out in this Agreement.
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|It
        is agreedas
    follows:                                                                                                                   
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.                                                                                                                                                     | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Words
      and expressions defined in the SPA shall have the same meaning when used
    in this Agreement unless otherwise defined in this Agreement.
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.                                                                                                                                                     | Amendments
    to the SPA                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The
    parties agree that, with effect from the date of this Agreement:                                                                              
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(A)                                                                                                                                                    | clause 1.1 of the
    SPA shall be amended as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the definition of Cash
    Amount shall be deleted in its entirety and replaced with the following:
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                      
|                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Cash
    Amount means the sum of US$94,093,000;;                                                 



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2

| | (ii)  | the definition of Debt Amount shall be deleted in its entirety and replaced with the following:           
| | ----- | ------------------------------------------------------------------------------------------------------------
|
| |       | Debt Amount means the sum of US$3,474,000;;                                                             
|
| | (iii) | the definition of Draft Cash, Debt and Working Capital Statement shall be deleted in its entirety;        
|
| | (iv)  | the definition of Working Capital Amount shall be deleted in its entirety and replaced with the following:
|
| |       | Working Capital Amount means the sum of US$(66,192,640);;                                               
|

|(B) | clauses 8.1, 8.2.1 and 8.2.3 of the SPA shall be deleted in their entirety; and                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(C) | the words Following agreement or determination of the Cash, Debt and Working Capital Statement, the sum of shall be deleted from clause 8.2.2 and replaced with the words The sum
of.
|   

|3. | Final Amount                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | For the avoidance of doubt
and without prejudice to any other provision of thisAgreement
or the SPA, the
Final Amount as defined in clause 8.2.2 of the SPA shall be US$218,743,360
and the amount payable pursuant to clause 8.3.1 of the SPA is US$15,643,360
and such
amount is payable by the Purchaser to the Seller.
|  
|4. | Miscellaneous                                                                                                                                                                                                                                                                                                             
|  
|   | Clauses 15.6, 15.13, 15.15, 15.16 and 15.17 of the SPA shall, mutatis mutandis, be incorporated into and form part of this Agreement.                                                                                                                                                                                     
|  
|5. | No other amendments                                                                                                                                                                                                                                                                                                       
|  
|   | Save as amended by this Agreement, the SPA shall continue in full force and effect and, save where the context otherwise requires, any and every reference to this Agreement,
hereof, hereunder and words of similar import shall be construed as a reference to the SPA as amended by this Agreement.              

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3

In witnesswhereof this Agreement has been duly executed

|SIGNED by                                   | /S/ | JARED
    MILLAR
|------------------------------------------- | --- | ----------------
|                                            |     |                 
|as attorney forReuters Limited:             |     |                 
|                                            |     |                 
|SIGNED by                                   | /S/ | JARED MILLAR    
|                                            |     |                 
|as attorney forBlaxmill (Six) Limited:      |     |                 
|                                            |     |                 
|SIGNED by                                   | /S/ | JARED MILLAR    
|                                            |     |                 
|as attorney forReuters C LLC:               |     |                 
|                                            |     |                 
|SIGNED by                                   | /S/ | JARED MILLAR    
|                                            |     |                 
|as attorney forReuters America LLC:         |     |                 
|                                            |     |                 
|SIGNED by                                   | /S/ | NEIL ROGERS     
|                                            |     |                 
|on behalf ofBritish Telecommunications plc: |     |                 




---



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DATED 26 May 2005





Reuters Limited

Blaxmill (Six) Limited

Reuters C LLC

Reuters America LLC

and

British Telecommunications plc





---

AMENDMENT AGREEMENT

relating to a share purchase agreement
dated 9 March 2005, as amended by agreement
dated 29 April 2005

---











Slaughter and May
  One Bunhill
          Row,
  London, EC1Y 8YY
  (JCXT/JCXH)

---