<PAGE>

                                                                    EXHIBIT 10.5


Following are portions (indicated by reference to the original page numbers) of
the Company's Circular proposing the Placing and Open Offer, which was attached
as Exhibit 99.2 to the Company's Report on Form 6-K dated June 21, 2001:

Pages 77-78:

(c)       Directors' and Proposed Directors' other interests

(i)       The Directors and Proposed Directors currently hold the following
          directorships and have held the following directorships within the
          five years prior to the publication of this document (in each case
          other than in relation to the Group) and are or were partners in the
          following firms within the five years prior to publication of this
          document:

<TABLE>
<CAPTION>
<S>                             <C>                                           <C>
                                Current directorships                         Former directorships
                                and partnership:                              and partnerships:

Allen Lloyd Thomas (61)         Blue Ocean Associates plc                     First Rail Leasing Limited
                                Eidos plc                                     Kingsmead Underwriting
                                Moves Group Limited                           Agency Limited
                                Ockham Holdings plc
                                Penna Consulting plc
                                Prideaux & Associates Limited

Daniel Wagner (37)              Fifteen Wedderburn Road                       4th Network Inc.
                                Limited
David Gary Mattey (38)          Easynet Group plc                             Ultratown Investments Limited
                                Uphill Estates Limited                        Ultratown Limited

Patrick Charles Sommers (53)    SIRSI Inc                                     Dialog Holdings Ltd
                                                                              Dialog Multimedia Ltd
                                                                              Medicus Systems Corporation
                                                                              Mini-Data Inc
                                                                              Profound Ltd
                                                                              Tesseract Systems Inc
                                                                              The Dialog Corporation Ltd
                                                                              Usertec Systems Inc
                                                                              Virtual Business Information Ltd.
                                                                              Virtual Intelligence Ltd

Ian Joseph Barton (55)          Barton Associates Limited                     Central Europe Trust
                                Distributed Information                       Processing Limited
                                Company Limited                               Financial and Commodity Computer Services
                                                                              Limited
                                                                              Octagon Information Industries Limited
                                                                              Octagon Nominees Limited
                                                                              Robot (UK) Limited
                                                                              Wincanton Security Products
                                                                              Limited

David George Jefferies (67)     24/Seven Utilities Services plc               Electricity Association Services Limited
                                Costain Group plc                             Electricity Pensions Limited
                                Incorporated Benevolent Fund of               Electricity Pensions Services Limited
                                Institution of Electrical                     Electricity Pensions Trustee Limited
                                Engineers Limited (The)                       ESN Holdings Limited
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                <C>                                 <C>
                                   National Grid International
                                   Limited                             National Grid Group plc
                                   Rosemead Estates Limited            Viridian Group plc
                                   Strategic Rail Authority
Stephen James Hill (45)            Analytical Applications Limited     Interleaf France SA
                                                                       Interleaf GmbH
                                                                       Interleaf Italia
                                                                       Interleaf Schweiz SA
                                                                       Interleaf UK Limited

Simon Anthony Charles Canham (36)  ARIBA AB                            None

James Henry Bair (57)              None                                None

Robert Kurt Lomnitz (36)           Composer.com Limited                None
                                   Continental Ore Company
                                   Limited
                                   Continential Resources
                                   Limited
                                   Coromin Limited
                                   Etraco Limited
                                   Healers World Limited
                                   iVenturi Inc
                                   Schoolsforschools.com Limited
                                   Youreable.com Limited
</TABLE>

Pages 80:



<PAGE>

Proposed Directors

          Stephen Hill is a party to an agreement with the Company dated 13 June
          2001, under which, conditional on Admission, he will be appointed as
          Chief Executive Officer of Bright Station. The agreement may be
          terminated by either party giving to the other not less than 12
          months' notice in writing. The salary currently payable under this
          agreement is (Pounds)150,000 per annum, and the agreement provides for
          the payment of a guaranteed bonus of (Pounds)75,000 and a
          discretionary bonus of up to (Pounds)75,000. He is also entitled to be
          paid his reasonable expenses incurred by the proper performance of his
          duties, and to participate in any pension scheme and permanent health
          and medical expenses insurance schemes operated by the Company from
          time to time. The agreement contains certain post-employment
          restrictions which would prevent Mr Hill from engaging in activities
          which compete with the business of the Company.

          Simon Canham is a party to an agreement with the Company dated 13 June
          2001 under which, conditional on Admission, he will be appointed as
          Chief Financial Officer of Bright Station. The agreement may be
          terminated by either party giving to the other not less than 12
          months' notice in writing, and the salary currently payable under this
          agreement is (Pounds)120,000 per annum, together with a bonus of up to
          (Pounds)30,000, based on management objectives. Mr Canham is also
          entitled to a car allowance of up to (Pounds)600 per month. The
          agreement is, in all other respects, on the same terms as the
          agreement with Stephen Hill.

          Robert Lomnitz has entered into an agreement with the Company dated 13
          June 2001 under which, conditional on Admission, he will be appointed
          as Director of Business Development of Bright Station. The agreement
          may be terminated by either party giving to the other not less than 12
          months' notice in writing, and the salary currently payable under this
          agreement is (Pounds)130,000 per annum, together with a bonus of up to
          (Pounds)130,000, based on the achievement of management objectives.
          The agreement is, in all other respects, on the same terms as the
          agreement with Stephen Hill.

          Messrs Hill and Canham have also entered into letter agreements with
          the Company dated the same date as this document (conditional on
          Admission) and Mr Lomnitz has entered into a letter agreement with the
          Company dated 2 January 2001whereby in the event of any person (or any
          persons acting in concert within the meaning of the City Code on
          Takeovers and Mergers) acquiring direct or indirect control of a
          Controlling Interest (as defined below) in the Company and who was not
          or were not in possession of that control at the date of this
          document, they shall be entitled to terminate their employment by
          serving not less than one month's notice of termination on the Company
          at any time during the period of 12 months after the
<PAGE>

          date of the said acquisition, in which event, the relevant Directors
          shall be paid:

(i)       a sum of money equal to the gross annual salary and benefits being
          paid immediately prior to the date of the said acquisition; and

(ii)      a bonus equal to 50 per cent. of the gross annual salary being paid
          immediately prior to the date of the said acquisition.

          The relevant Directors' health care benefits will also be maintained
          by the Company for a period of twelve months from the termination of
          employment or, if such cover is not available from the Company's
          insurers, the Directors will be paid an amount equal to the cost of
          such cover.

          Additionally, in the event that the relevant Directors' share options
          do not automatically become exercisable upon the change of control,
          all share options granted to the Director under the Company's 1994
          Executive Share Option Scheme will become capable of exercise upon the
          termination of employment and will remain so for a period of twelve
          months after the date of termination of employment.

          For the purpose of these arrangements, "Controlling Interest" means an
          interest (within the meaning of Part I of Schedule 13 to the Companies
          Act 1985) in any shares in the capital of the Company conferring in
          aggregate 50 per cent. or more of the total voting rights conferred by
          all the shares in the capital of the Company from time to time in
          issue and conferring the right to vote at all general meetings of the
          Company or any other interest which directly or indirectly leads to a
          majority control of the Board of Directors.

          David Jefferies has entered into a letter of appointment with the
          Company dated 13 June 2001 whereby, conditional on Admission, he will
          act as a non-executive director of the Company. The appointment is
          terminable on 12 months' written notice by either party. Mr Jefferies
          will be paid an annual fee of (Pounds)30,000 for his services.

          James Bair has entered into a letter of appointment with the Company
          dated 13 June 2001 whereby, conditional on Admission, he will act as a
          non-executive director of the Company. The appointment is terminable
          on 1 month's written notice by either party. Mr Bair will be paid an
          annual fee of US$25,000 (approximately (Pounds)18,000) for his
          services.