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                                                                    Exhibit 10.4


Following are portions (indicated by reference to the original page numbers) of
the Company's listing particulars issued April 3, 2000, which was attached as
Exhibit 99.1 to the Company's Report on Form 6-K dated April 10, 2000:

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PAGE 45:
______________

The Senior Subordinated Notes are for a term of 10 years and interest is fixed
at 11 per cent. throughout the term.

The Senior Credit Facility is repayable over five years and interest is fixed
every three to six months at a rate of 2.25 percentage points over US Dollar
LIBOR. The Company has entered into an interest rate cap agreement that limits
the exposure of 75 per cent. of the balance of the Senior Credit Facility to a
maximum US Dollar LIBOR rate of 6.50 per cent.

Repayments on the Senior Subordinated Notes and Senior Credit Facility fall due
as follows:


                                            GROUP                 COMPANY
                                      1998        1997        1998        1997
                                   GBP'000     GBP'000     GBP'000     GBP'000

Within 1 year                       13,158       3,039      13,158       3,039
Within 1 - 2 years                  13,158      15,193      13,158      15,193
Within 2 - 5 years                  19,736      37,985      19,736      37,985
After 5 years                      108,186     109,396     108,186     109,396
                                   -------     -------     -------     -------
                                   154,238     165,613     154,238     165,613
Less: Unamortised finance costs     (5,779)     (6,768)     (5,779)     (6,768)
                                   -------     -------     -------     -------
                                   148,459     158,845     148,459     158,845
                                   =======     =======     =======     =======

The Company's obligations with respect to the Senior Credit Facility and finance
leases are secured on the assets of the Company and certain of its subsidiaries.
The Senior Subordinated Notes are unsecured.

Obligations under finance leases are due as follows:


                                                    GROUP            COMPANY
                                                1998     1997     1998    1997
                                             GBP'000  GBP'000  GBP'000 GBP'000

Within 1 year                                    222      491      210      --
Within 1 - 2 years                                12      278       12      --
Within 2 - 5 years                                --       12       --      --
                                               -----    -----    -----   -----
                                                 234      781      222      --
                                               =====    =====    =====   =====
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PAGE 75:
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        MUSCAT UNAPPROVED SCHEME

In November 1999, the Company acquired the remaining 30 per cent. of the issued
share capital of Muscat Limited. Pursuant to this transaction, various employees
holding in aggregate 436 options at exercise prices ranging from GBP627 to
GBP1,100 under the 1998 Muscat Unapproved Share Option Scheme were offered and
accepted a total of 642,822 replacement options over ordinary shares of The
Dialog Corporation plc at exercise prices ranging from 43p to 67p per share.

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PAGE 82-84
________________

(iii)   On 24 March 2000, the Company launched a cash tender offer and consent
        solicitation relating to its $180,000,000 11% Senior Subordinated Notes
        due 2007 (the "Notes"). The cash tender offer consists of an offer to
        purchase any or all of the outstanding Notes tendered pursuant to the
        offer at a price of $1,000 per $1,000 principal amount of the Notes
        together with accrued and unpaid interest thereon up to but not
        including the date of payment. In conjunction with the tender offer, the
        Company is also soliciting consents from the holders of the Notes to the
        adoption of certain proposed amendments to the Indenture governing the
        Notes. These proposed amendments if adopted, would have the effect of
        eliminating or amending certain covenants and eliminating or amending
        certain events of default in the Indenture. The tender offer will remain
        open until 12:00 midnight (New York City time) on 20 April 2000 (the
        "Expiration Date") unless extended. The tender offer is subject to a
        number of conditions including:

        -       that at least 95 per cent. of the outstanding principal amount
                of the Notes be validly tendered and not withdrawn prior to the
                Expiration Date;

        -       receipts of consents from the holders of a majority of the
                outstanding principal amount of the Notes and the execution of
                the Supplemental Indenture providing for those amendments;

        -       the consummation of the Sale with the Thomson Corporation; and

        -       the repayment of all obligations of the Company, including the
                payment of any unpaid and accrued interest and fees, to the
                extent such fees are not waived, under and in respect of the
                Company's Facility Agreement.

(iv)    an agreement dated 13 October 1999 between the Company and the holders
        of the shares in Muscat Limited (the "Vendors") pursuant to which the
        Company purchased 30% of the issued share capital of Muscat Limited for
        consideration of GBP2.5 million, giving the Company 100% ownership. The
        consideration was satisfied by the issue of 3,012,936 Ordinary
        Shares....

(vi)    an Agreement dated 23 March 2000 between the Company (1), and Thomson
        (2) pursuant to which the Company has agreed to sell to Thomson and
        Thomson has agreed to purchase Dialog's Information Services Division
        comprising the entire issued share capitals of The Dialog Corporation
        and various subsidiaries of The Dialog Corporation plc and Dotcom
        Investments BV together with the business of the Information Services
        Division as carried on by The Dialog Corporation plc comprising the
        business of "Dialog", "Profound" and "Datastar" for a consideration of
        $115 million payable in cash and the repayment to the Company of
        intra-group debt totalling $160 million on Completion. The consideration
        is subject to adjustment in accordance with the provisions of clause 4
        of the Agreement having reference to Working Capital. The ISD will also
        be sold cash free which together with the working capital adjustment
        allows Dialog to retain the benefit of operating profits made by the ISD
        up to Completion.

        Pursuant to the terms of the Sale Agreement Dialog has also agreed on
        Completion to allot to Thomson 9,297,290 Ordinary Shares (conditional on
        Admission) for a total subscription price of GBP15,851,879 million
        payable on Admission.

        The Sale Agreement contains warranties given by Dialog to Thomson in
        respect of the Companies and the Business being sold. The warranties are
        given at the date of the Agreement and are to be repeated on the
        Business Day prior to Completion. Dialog's liability under such
        warranties is limited to $150 million. Also, no liability shall attach
        to Dialog unless the aggregate amount of such liability under the
        warranties shall exceed $2.5 million and $250,000 in respect of taxation
        claims. Other limitations on Dialog's liability are contained in Clause
        7 of the Agreement.

        Under certain circumstances, and in particular if there has been a
        material breach of the warranties or a claim for class action
        litigation, as described in paragraph 9(b)(i) above, before Completion,

<PAGE>

        Thomson may rescind the contract. If Thomson rescinds the Agreement,
        Dialog has agreed to indemnify Thomson against all costs, charges and
        expenses incurred by Thomson in connection with the negotiation,
        preparation and rescission of the Agreement.

        Completion is conditional upon:

        -       the shareholders of the Company approving the Sale;

        -       all filings having been made and all or any appropriate waiting
                periods under the US Hart Scott Rodino Anti-Trust Improvements
                Act 1976 having expired, lapsed or been terminated in respect of
                the Sale;

        -       the agreement of the London Stock Exchange to admit the shares
                to be subscribed by Thomson and by Jiyu to listing on the London
                Stock Exchange;

        -       Dialog having received consents from the holders of a majority
                of the Notes to the adoption of various proposed amendments to
                the Indenture, the Trustee having executed a supplemental
                indenture in connection with such proposed amendments, and
                Noteholders holding at least 95% (or such lesser percentage as
                the Company may agree but not less than a majority) of the
                outstanding principal of the Notes having tendered and not
                withdrawn their Notes for redemption;

        -       each of the Banks and the Facility Agent (both as defined in the
                Facility Agreement dated 17 October 1997 (as amended) ("Facility
                Agreement ") having executed a letter providing for the waiver
                of certain provisions of, and payment and satisfaction of
                Dialog's obligations under, the Facility Agreement;

        -       there having been no transfer of intellectual property rights
                since 1 March 2000 and the Facility Agent having confirmed this
                in writing to Thomson; and

        -       approval from the German Federal Cartel Office in terms
                reasonably satisfactory to Thomson.

        all such conditions having been met or waived by or on 15 June 2000.

        If the condition as to Shareholders' approval is not satisfied and the
        Directors have ceased to recommend the Shareholders to approve the Sale,
        Dialog has undertaken to pay forthwith the sum of US$2.75 million to
        Thomson as compensation for Thomson's costs and expenses incurred in
        connection with the Sale. The Sale Agreement contains certain
        restrictions on Dialog including preventing it for 30 months after
        Completion from engaging in or operating a business that engaging in or
        operating any business which directly or indirectly aggregates, stores
        and distributes for general consumption information similar to that
        offered by the Seller in relation to the Business or the companies being
        sold prior to Completion.

        On Completion, Dialog is under an obligation to enter into the following
        agreements:

        -       a Tax Deed which will operate to indemnify Thomson for certain
                tax liabilities in connection with the Information Services
                Division;

        -       a Distribution Agreement between the Company and The Dialog
                Corporation Inc (the "Licensor") for the distribution by the
                Company of the Licensed Information. Under the Distribution
                Agreement, the Company will be granted a world-wide right and
                non-exclusive licence to distribute all information made and
                distributed by the Licensor in connection with the products and
                services controlled and operated by the Company. The term of the
                Distribution Agreement will be for an initial period of three
                years automatically renewable for further three year periods
                thereafter subject to termination by either party on not less
                than 12 months' written notice immediately prior to the
                expiration of the then current term. Dialog will have the right
                to determine the prices at which it sells the products and
                services and the licensed information contained therein. Dialog
                will pay the Licensor a distribution fee equivalent to 75 per
                cent. of the Licensor's list price for the licensed information
                (as amended from time to time) such fee to be paid monthly
                within 45 days of demand. Either party may terminate the
                Agreement for an unremedied material breach by or liquidation of
                the other;


(vii)   a Software Licence and Maintenance Agreement between Dialog and a
        Thomson Nominated Subsidiary ("Licensee") whereby Dialog will grant to
        the Licensee and its present and future subsidiaries a non-exclusive,
        non-transferable, non-assignable, royalty-free, perpetual and world wide
        licence to use software owned by Dialog in relation to the business of
        its Information Services Division carried on by Dialog immediately prior
        to the date of the agreement or 1 May 2000 ("Effective Date") comprising
        the business of "Dialog", "Profound", and "DataStar". The agreement will
        commence on the Effective Date and will continue in force until

<PAGE>

        terminated by either party in accordance with its terms, namely, 30
        days' written notice on the occurrence of an unremedied or a breach
        incapable of remedy. Under the agreement, Dialog will agree to provide
        to the Licensee various maintenance services in respect of the InfoSort
        software used in connection with the products the subject of the
        agreement. Fees are to be paid by the Licensee to Dialog within 30 days
        of invoice. The agreement will contain limited warranties given by
        Dialog to the licensee in respect of the software. Licensor's liability
        for breach of warranty, shall for each event or series of connected
        events be limited to the amount of fees paid to the Licensor under the
        agreement; and

(viii)  a subscription agreement dated 23 March 2000 between the Company and
        Jiyu Holdings for either, at Jiyu's option, such number of ordinary
        shares of 1 pence each in the capital of the Company whose value when
        ascertained in accordance with the terms of the agreement shall be
        nearest to but not less than GBP12,000,000 or up to 10 million ordinary
        shares of 1 pence each in the capital of the Company at a price per
        share calculated in accordance with the terms of the agreement but not
        to exceed GBP12,000,000.

        The agreement is conditional upon completion of the Sale, the provision
        of evidence reasonably required by Jiyu that the bond tender was
        successful, the Company's senior indebtedness has been repaid, the
        creation by the Company of an internet/e-commerce incubator fund,
        shareholder approval for the issue of the New Shares, admission of the
        New Shares to the Official List, no breach of the warranties as
        contained in the subscription agreement, and Thomson having entered into
        an agreement with the Company to subscribe ordinary shares in the
        capital of the Company having an aggregate subscription price of not
        less than $15,000,000. All such conditions are to be satisfied by 5 June
        2000, or such later date as may be agreed in writing.

        The subscription agreement gives Jiyu, whilst it holds not less than 70
        per cent. of the shares issued to it under the agreement, an entitlement
        to nominate a representative to sit on the investment committee of the
        Company's new internet/e-commerce incubator fund.

        The Company gives certain warranties to Jiyu on the basis that they will
        remain true and accurate from 6 March 2000 to completion of the
        subscription. No liability shall attach to the Company for a claim under
        the warranties unless it materially adversely affects the interests of
        Jiyu in the context of the subscription. No liability under the
        warranties shall arise unless a claim exceeds GBP100,000 in which case
        the Company is liable for the whole amount and not just the excess. The
        Company's liability under the warranties is capped at the total
        subscription price, and expires on 31 August 2001.

(b)     INFORMATION SERVICES DIVISION
The following contracts have been entered into by companies comprised within the
Information Services Division otherwise than in the ordinary course of business,
which (a) have been entered into in the two years immediately preceding the date
of this document and which are or may be material and/or (b) contain provisions
under which any such company has any obligation or entitlement which is material
to the Information Services Division as at the date of this document:

(i)     On 10 November 1999, the Company entered into an outsourcing agreement
        with ICL whereby ICL has agreed to manage the Company's data centre in
        Palo Alto, California, host to the Dialog information services. Under
        the terms of the agreement, Dialog received an initial payment of $4.0
        million (GBP2.5 million) for the transfer of management of the data
        centre and its assets to ICL. In addition, ICL will invest $3.5 million
        (GBP2.2 million) to upgrade the data centre hardware and systems.
        Pursuant to the agreement, Dialog continues to maintain the lease on the
        property.