<PAGE>

                                     EXHIBIT 10.1




                                       21

<PAGE>



                               ASSET PURCHASE AGREEMENT
                                        AMONG
                        EDINBURGH FINANCIAL PUBLISHING LIMITED
                    EDINBURGH FINANCIAL PUBLISHING (ASIA) LIMITED
                      EDINBURGH FINANCIAL PUBLISHING (USA) INC.
                                  BARRA (U.K.), LTD.
                                     BARRA, INC.
                         JEREMY SALVESEN AND ANGUS MACDONALD
                                         AND
                              BARRA INTERNATIONAL, LTD.
                          BARRA INTERNATIONAL (JAPAN), LTD.






                                  DUNDAS & WILSON CS
                                      SOLICITORS


MADELEINE SMITH HOUSE                                       SALTIRE COURT
6/7 BLYTHSWOOD SQUARE                                     20 CASTLE TERRACE
GLASGOW G2 4AD                                            EDINBURGH  EH1 2EN

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                                       22
<PAGE>

     TEL:  0141 221 9880                          TEL:  0131 228 8000
     FAX:  0141 221 9804                          FAX:  0131 228 8888

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                                       23

<PAGE>
                                        INDEX




1.  Interpretation 

2.  Sale and Purchase of Business and Assets     

3.  Purchase Price 

4.  Completion     

5.  No Assumption of Liabilities  

6.  Warranties     

7.  Access to Information    

8.  The Debts and Creditors  

9.  Post-Completion Undertaking   

10. Transitional Provisions  

11. Contracts 

12. Apportionment  

13. Creditors and Liabilities     

14. Employees 

15. Guarantee 

16. Announcements  

17. Assignation and Transfer 

18. Agreement to Continue    

19. Further Actions     

20. Consents and Waivers     

21. Severability and Recission    

22. Value Added Tax     

23. Costs and Stamp Duty     

24. Entire Agreement and Variations    

25. Disputes  

26. Notices   

27. Governing Law  

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SCHEDULE

PART I - THE PROPERTIES

PART II - THE CONTRACTS (INCLUDING LEASING AGREEMENT BUT EXCLUDING CUSTOMER
CONTRACTS)

PART III - THE VEHICLES

PART IV - THE PLANT AND EQUIPMENT (AS AT SIGNING)

PART V - THE SPECIFIC IP

PART VI - THE SIGNING LIABILITIES

PART VII - THE PROPERTY CONDITIONS

PART VIII - THE DEBTS (31ST JULY 1997)

PART IX - THE WARRANTIES

PART X - LIST OF DOCUMENTS

PART XI - BROKERS LIST (AS AT SIGNING)

PART XII - BALANCE SHEET INSTRUCTIONS

PART XIII - (A)    -  BASE PERIOD BALANCE SHEET

            (B)    -  EXECUTION BALANCE SHEET

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                                                     AGREEMENT
              
                                                       among

                                       EDINBURGH FINANCIAL PUBLISHING LIMITED
                                       incorporated in Scotland under the
                                       Companies Acts No. 101910 and having its
                                       registered office at 3rd Floor, 124/125
                                       Princes Street, Edinburgh EH2 4BD
                                       (hereinafter called "UK")
                                       
                                       EDINBURGH FINANCIAL PUBLISHING (ASIA)
                                       LIMITED  incorporated in S.A.R. HK,
                                       Peoples Republic of China under the No.
                                       399597 and having its registered office
                                       at 7th Floor, Allied Kajima Building,
                                       138 Gloucester Road, S.A.R. HK Peoples
                                       Republic of China (hereinafter called
                                       "Asia")
                                       
                                       EDINBURGH FINANCIAL PUBLISHING (USA)
                                       INC. incorporated under the laws of  the
                                       State of New York under No. 940613000109
                                       and having its principal place of
                                       business at 15 Columbus Circle, New
                                       York, NY 10023 - 7773, USA (hereinafter
                                       called "USAV")
                                                 
                                       (UK, Asia and USAV being hereinafter
                                       together called "the Vendors" and
                                       individually each "Vendor")
                                                 
                                       BARRA (U.K.), LTD. incorporated in
                                       England No. 3340126 and having its
                                       registered office at 1 Whittington
                                       Avenue, London EC3Y 1LE ( hereinafter
                                       called the "Purchaser")
                                  
                                       BARRA, INC. incorporated under the laws
                                       of the State of California and having
                                       its principal place of business at 2100
                                       Milvia Street, Berkeley, CA 94704, USA
                                       (hereinafter called "BARRA")


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<PAGE>

                                       JEREMY SALVESEN residing at Cardrona
                                       House, Innerleithen, Peeblesshire EH44
                                       6PS, (hereafter called "JS"), ANGUS
                                       MACDONALD  residing at Auchleeks,
                                       Trinafour, Nr Pitlochry, Perthshire PH18
                                       5UF (hereinafter called "AM")

                                       BARRA INTERNATIONAL, LTD. incorporated
                                       under the laws of the State of Delaware
                                       and having its principal place of
                                       business at 2100 Milvia Street, Berkley
                                       CA 94704, USA (hereinafter called "BIL")
                                  
                                       BARRA INTERNATIONAL (JAPAN), LTD.
                                       incorporated under the laws of Japan and
                                       having its principal place of business
                                       at YCS Building, 11F, 5-1, Sakae-cho
                                       Kanagawa-ku, Yokohama 221, Japan
                                       (hereinafter called "BIJ")

WHEREAS:

(A) The Vendors carry on the Businesses (as hereinafter defined);

(B) The Vendors have agreed to sell, and the Purchaser and BIL (for the
    purposes of the Singapore Property only, if included within the Assets)
    have agreed to purchase, the Businesses and the Assets on the terms and
    subject to the conditions of this Agreement;

(C) Various members of the Purchaser Group have agreed to offer employment to
    the Transferred Employees on the terms and conditions of this Agreement;

(D) BARRA has agreed to enter into this Agreement to give the obligations on
    its part contained in this Agreement;

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                                       27
<PAGE>

(E) Each of AM and JS is a party to this Agreement solely for the purpose of
    giving the undertakings relating to the protection of the Goodwill (as
    hereinafter defined) set out in Clause 9;


NOW THEREFORE IT IS AGREED as follows:


1.  INTERPRETATION

1.1 In this Agreement the following expressions shall, unless otherwise
    specified or the context otherwise requires, have the meanings set opposite
    them respectively:-

"THE ACCEPTED LIABILITIES"        means those liabilities of the Vendors as at
                                  the Effective Time accepted by the Purchaser
                                  pursuant to the terms of Clause 12 but
                                  expressly excluding any liabilities arising
                                  from the UK Property and the Singapore
                                  Property prior to the Effective Time;

"ACCOUNTS DATE"                   means 31st March 1997;

"THE ADVANCE RECEIPTS"            means all sums received by the Vendors on or
                                  prior to Completion in respect of the
                                  Customer Contracts, the Third Party
                                  Distribution Agreements, or advertising or
                                  sponsorship revenue in relation to TED or the
                                  Directus Publications whether relating or
                                  attributable to or paid in respect of
                                  products or services to be 

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                                  provided during the period before or after
                                  Completion;

"ANNUAL ACCOUNTS"                 means the audited accounts of each of UK and
                                  HK, and the unaudited accounts of USAV, each
                                  for the accounting period ending on the
                                  Accounts Date copies of each of which are
                                  included in the Execution Disclosure
                                  Documents;

"ASIA BUSINESS"                   means the business of distributors of TED as
                                  carried on by Asia under certain of the Names 
                                  as at the Completion Date;

"ASSETS"                          means the assets as listed in Clause 2.1;

"ASSIGNATION"                     means an assignation of UK's Leasehold
                                  Interest in the agreed terms subject only to
                                  such amendments as the Landlords may, with
                                  the consent of the Purchaser and UK impose;

"ASSIGNATION DATE"                means the date falling 4 months after the
                                  Completion Date;

"ASSOCIATED COMPANY"              means in relation to any body corporate, its
                                  subsidiary companies, its holding companies
                                  and the subsidiaries of such holding
                                  companies;

"AUSTRALIA EMPLOYEES"             means those of the Transferred Employees who
                                  are employed by Asia in Australia as listed
                                  in

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                                       29
<PAGE>

                                  Document H.1 of the Execution Disclosure
                                  Documents;

"BACK LETTER"                     means a signed back letter by Rank Xerox
                                  Limited in terms of the back letter annexed
                                  and signed as relative to the Missives
                                  between Rank Xerox Limited and UK dated 22,
                                  28 and 29 July 1997;

"BACK LETTER ASSIGNATION"         means an assignation of UK's interest and
                                  benefit in and to the Back Letter in the
                                  agreed terms;

"BASE PERIOD BALANCE SHEET"       means the balance sheet of the Businesses as
                                  at 31st December 1996 prepared in accordance
                                  with the principles set out in Part XII, a
                                  copy of which balance sheet is contained in
                                  Part XIIIA;

"BASE RTBV FIGURE"                means the recorded tangible net book value of
                                  the Businesses as such net figure is derived
                                  from the Base Period Balance Sheet and is
                                  calculated by deducting liabilities from
                                  assets all in accordance with and after
                                  taking into account the instructions in Part
                                  XII;

"BASE SRR FIGURE"                 means the figure which is calculated by
                                  adding the 27th January 1997 Subscription Run
                                  Rate for the TED Contracts and the 31st May
                                  1997 Subscription Run Rate for the Directus
                                  Contracts as set out in the Base SRR
                                  Schedule;

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<PAGE>

"BASE SRR SCHEDULE"               means the schedule of Subscription Run Rates
                                  relating to the TED Contracts as at 27th
                                  January 1997 and of Subscription Run Rates
                                  relating to the Directus Contracts as at 31st
                                  May 1997 which schedule is signed as relative
                                  to this Agreement marked "Appendix IA";

"BROKERS LIST"                    means the list of brokers who supply data to
                                  the Vendors as of 3rd September  1997 in
                                  relation to the Businesses brief details of
                                  which are set out in Part XI of the Schedule;

"BUSINESSES"                      means the UK Business, the Asia Business and
                                  the USAV Business and any of them;

"BUSINESS DAY"                    means a day (other than a Saturday or Sunday)
                                  when the Scottish clearing banks are open for
                                  business in Edinburgh;

"COMPLETION"                      means completion of the sale and purchase of
                                  the Businesses and the Assets by virtue of
                                  the performance by the Purchaser and each of
                                  the Vendors of the obligations assumed by
                                  them respectively under Clause 4;
    
"COMPLETION BALANCE SHEET"        means a balance sheet in respect of the
                                  Businesses as acquired by the Purchaser
                                  pursuant hereto as at the Effective Time,
                                  drawn up in accordance with the terms of
                                  Clause 3.2;

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                                       31
<PAGE>
    
"COMPLETION DATE"                 means the day on which Completion takes place
                                  being such date as the parties may agree in
                                  writing but not being a date later than 60
                                  days after the date of execution hereof;

"COMPLETION DISCLOSURE LETTER"    means a letter from  the Vendors' Solicitors
                                  addressed to the Purchaser's Solicitors, in
                                  the agreed terms, disclosing matters for the
                                  purpose of Clause  6.1.2 and delivered to the
                                  Purchaser's Solicitors on behalf of the
                                  Purchaser at Completion; 

"COMPLETION SRR FIGURE"           means the figure which is set out in the
                                  Completion SRR Schedule for all Customer
                                  Contracts;

"COMPLETION SRR SCHEDULE"         means the Execution SRR Schedule updated to
                                  the Effective Time and to be prepared by the
                                  Purchaser in accordance with the terms of
                                  Clause 3.2;

"COMPLETION RTBV FIGURE"          means the recorded tangible net book value of
                                  the Businesses as such net figure is derived
                                  from the Completion Balance Sheet and
                                  calculated by deducting liabilities from
                                  assets all in accordance with and after
                                  taking into account the instructions in Part
                                  XII;

"CONFIDENTIALITY AGREEMENTS"      means confidentiality agreements between the
                                  Vendors (or such of them as employ the
                                  relevant Transferred Employees) and each of

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                                       32
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                                  the Transferred Employees, in the agreed
                                  terms;
 
"CONFIDENTIAL INFORMATION"        means all information which is confidential
                                  in relation to the Businesses, including, for
                                  the avoidance of doubt, all business,
                                  financial, operational, customer and
                                  marketing information and trade secrets in
                                  relation to the Businesses or the transaction
                                  to which this Agreement relates;
     
"CONSIDERATION"                   means the consideration for the sale and
                                  purchase of the Businesses and the Assets in
                                  terms of Clause 3;

"CONTRACTS"                       means the Other Contracts, the Customer
                                  Contracts, the Leasing Agreements, the Third
                                  Party Distribution Agreements, the Data
                                  Suppliers Contracts and the Development
                                  Agreements;

"COVENANTORS"                     means each of the Vendors, JS and AM and any
                                  of them (a "Covenantor" meaning any of the
                                  Covenantors);

"CUSTOMER CONTRACTS"              means those contracts brief details of which
                                  are set out in the Execution SRR Schedule
                                  (save to the extent that such contracts are
                                  terminated or not renewed by the other party
                                  thereto prior to the Effective Time) together
                                  with such additional contracts with
                                  subscribers to TED, TED Solutions, the
                                  Directus Publications

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                                       33
<PAGE>

                                  or any of them as may be entered into by the 
                                  Vendors (or any of them) during the period 
                                  from 27th August 1997 to the Effective Time in
                                  the ordinary and normal course of the 
                                  Businesses, all such additional contracts, 
                                  non-renewals and terminations being reflected
                                  in the Completion SRR Schedule;

"CREDITORS"                       means all liabilities and obligations due and
                                  owing by the Vendors in connection with the
                                  Businesses as at the Effective Time other
                                  than the Accepted Liabilities;

"DATA SUPPLIERS CONTRACTS"        means those contracts listed in Part IID of
                                  the Schedule;

"DEBTS"                           means all book and other debts owing to the
                                  Vendors exclusively in connection with the
                                  Businesses as at the Effective Time and all
                                  rights of the Vendors in relation thereto and
                                  the benefit of any guarantee or security in
                                  respect thereof as such Debts will be set out
                                  in a list to be delivered at Completion in
                                  terms of Clause 4.4;

"DEED OF INDEMNITY"               means the deed of indemnity dated the same
                                  date as this Agreement by the Vendors in
                                  favour of inter alia the Purchaser;
 
"DEVELOPMENT AGREEMENTS"          means those contracts listed in Part IIA of
                                  the Schedule;

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<PAGE>

"DIRECTUS BUSINESS "              means the business of providing, collating,
                                  processing, presenting and publishing
                                  information on directors trading in shares
                                  and securities including without limitation
                                  the business of publishing or providing the
                                  Directus Publications as carried on in the
                                  United Kingdom and elsewhere together with
                                  all rights to Intellectual Property
                                  pertaining thereto;

"DIRECTUS CONTRACTS"              means the Customer Contracts relating to
                                  Directus Publications, which Customer
                                  Contracts are referred to as such in the Base
                                  SRR Schedule;

"DIRECTUS PUBLICATIONS"           means "Directus", "The Inside Track", 
                                  "Equity Selector", "The Financial Media and
                                  Analysts Directory" and "DirectNet" and such
                                  other publications and products as may be
                                  published, made available or issued in
                                  connection with the Directus Business and in
                                  all editions and in whatever form (including
                                  electronic), wherever and whenever published,
                                  made available or issued together with all
                                  intellectual property rights pertaining
                                  thereto;

"DISPUTES CLAUSE"                 means Clause 25;

"EFFECTIVE TIME"                  means 11.59 pm (UK time) on the Completion
                                  Date;

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                                       35
<PAGE>

"EMPLOYEE TRANSFER"               means, for the purposes of the Regulations,
                                  the purchase of the Businesses and Assets
                                  effected by this Agreement;
    
"EXECUTION BALANCE SHEET"         means the balance sheet of the Businesses as
                                  at 31st July 1997 prepared in accordance with
                                  the principles set out in Part XII, a copy of
                                  which balance sheet is contained in Part
                                  XIIIB;

"EXCLUDED BUSINESSES"             means the businesses carried on under the
                                  names "Xpedite" and "Financial Press Digest"
                                  together with the book publishing business
                                  (including the publication of The Financial
                                  Press Digest but excluding for the avoidance
                                  of doubt the distribution of TED) in each
                                  case as carried on by Asia;

"EXCLUDED CONTRACTS"              means (1) the arrangement between UK and Snow
                                  Valley relating to the development of a
                                  website on the Internet as disclosed to the
                                  Purchaser and (2) any distribution agreement
                                  (whether written or verbal) between any of
                                  the Vendors in relation to the Businesses;

"EXCLUDED LIABILITIES"            means the obligations of the Vendors and
                                  others in and in relation to the leases of
                                  the properties in Hong Kong, USA and
                                  Australia (the addresses of each of which are
                                  set out in Clause 4.9) the property at 14
                                  Mohamed Sultan Road #03-01 Singapore 238963
                                  and any obligations of the Vendors not
                                  expressly

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                                       36
<PAGE>

                                  assumed by the Purchaser under or in terms of 
                                  this Agreement;

"EXECUTION DISCLOSURE DOCUMENTS"  means the disclosure documents referred to in
                                  and annexed to the Execution Disclosure
                                  Letter;

"EXECUTION DISCLOSURE LETTER"     means a letter from the Vendors' Solicitors
                                  addressed to the Purchaser's Solicitors, in
                                  the agreed terms, disclosing matters for the
                                  purpose of Clause 6.1.1 and delivered to the
                                  Purchaser's Solicitors on behalf of the
                                  Purchaser on the date of signing this
                                  Agreement;

"EXECUTION RTBV FIGURE"           means the recorded tangible net book value of
                                  the Businesses as such net figure is derived
                                  from the Execution Balance Sheet and is
                                  calculated by deducting liabilities from
                                  assets all in accordance with and after
                                  taking account of the instructions set out in
                                  Part XII;

"EXECUTION SRR SCHEDULE"          means the schedule of Subscription Run Rates
                                  relating to Customer Contracts as at 27th
                                  August 1997 containing brief details of such
                                  Customer Contracts referred to therein (the
                                  format of which is in the agreed terms) and
                                  signed as relative to this Agreement marked
                                  "Appendix IB";

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<PAGE>

"EXISTING REUTERS AGREEMENT"      means the agreement between Reuters Limited
                                  ("Reuters") and The Estimate Directory
                                  Limited dated 14th March 1995;

"FINALLY DETERMINED CLAIM"        means any claim by the Purchaser against the
                                  Vendors (or any of them) under or pursuant to
                                  the terms of this Agreement (other than
                                  Clauses 3.2, 3.3, 11.6 or 11.7) in relation
                                  to which either (a) an agreement has been
                                  reached between the Purchaser and the Vendors
                                  in final settlement of such claim or (b) (in
                                  default of such agreement) final
                                  determination by binding arbitration or
                                  dispute resolution in favour of the Purchaser
                                  has been reached or an order or decree of a
                                  court of competent jurisdiction has been
                                  given or handed down in favour of the
                                  Purchaser in respect of which no appeal has
                                  been, or is capable of being made;

"FRIENDS PROVIDENT                means the written consent of Friends
ASSIGNATION CONSENT"              Provident Life Office to the Assignation in
                                  the agreed terms and dated not more than
                                  fourteen days prior to the Completion Date;

"FRIENDS PROVIDENT ASSIGNATION    means the written confirmation of Friends
CONSENT CONFIRMATION"             Provident Life Office dated as near as
                                  practicable to the Completion Date and not
                                  more  than fourteen days prior to the
                                  Completion Date:-

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                                  (a) that the sums payable in terms of
                                      Clause 4 of the Friends Provident
                                      Assignation Consent have been paid in full
                                      (or other evidence to this effect);

                                  (b) that the tenants under the Head Lease
                                      are not in arrears of the rent or 
                                      otherwise in breach of the Head Lease;

                                  (c) that a valid unconditional acceptance
                                      has been timeously received in
                                      implementation of Clause 7.2 of the 
                                      Friends Provident Assignation Consent
                                      (or other evidence to this effect);

"FRIENDS' PROVIDENT LIFE OFFICE"  means Friends' Provident Life Office
                                  incorporated by Act of Parliament in the
                                  United Kingdom with limited liability and
                                  having its head office at Pixham End,
                                  Dorking, Surrey, RM4 1QA or such other
                                  person or persons as are in right of the
                                  Landlord's interest in the Head Lease;

"FRIENDS PROVIDENT                means the written consent of Friends
VARIATION CONSENT                 Provident Life Office to the Minute of
                                  Variation dated 11th July 1997;

"FRIENDS PROVIDENT                means evidence that the terms of Clause 9
VARIATION CONSENT                 of the Friends Provident Variation 
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                                       39
<PAGE>

CONFIRMATION"                     Consent have been implemented;

"GOODWILL"                        the goodwill of the Businesses including
                                  subject always to Clause 10.2:-
    
                                  (a)  the exclusive right of the Purchaser or
                                       its assignees to represent itself as
                                       carrying on the Businesses in succession
                                       to the Vendors; and
         
                                  (b)  the exclusive right to the Names;
    
"HEAD LEASE"                      means a Lease between Abbey Life Assurance
                                  Company Limited and Rank Xerox Limited dated
                                  Twenty ninth April Nineteen hundred and
                                  seventy four;

"HK EMPLOYEES"                    means those of the Transferred Employees who
                                  are employed by Asia in Hong Kong as listed
                                  in Document H.1 of the Execution Disclosure
                                  Documents;

"INITIAL CONSIDERATION"           means the Consideration less the Retention
                                  namely L6,250,000;

"INTELLECTUAL PROPERTY"           means the Specific IP together with, without
                                  prejudice to the foregoing, such of the
                                  following as may be owned, used or enjoyed by
                                  any Vendor in connection with the
                                  Businesses:-


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                                       40
<PAGE>

                                  (a)  patents, trade marks (other than those
                                       comprised in the Specific IP), service
                                       marks, registered designs, trade names,
                                       business names and applications for any
                                       of the foregoing (other than those
                                       comprised in the Specific IP) together
                                       with any similar or analogous rights in
                                       any country;

                                  (b)  copyrights, design rights together with 
                                       any similar or analogous right in any
                                       country;

                                  (c)  inventions, know-how, or confidential
                                       knowledge available to any Vendor;

                                  and all agreements and documentation relating
                                  to any of the foregoing including without
                                  limitation, drawings, blueprints, plans,
                                  specifications, data and descriptive
                                  materials, technical files and reports,
                                  designs, source and object codes relating to
                                  any software and the benefit of all research,
                                  development and design work;

"IN THE AGREED TERMS"             means with reference to any document in the
                                  form of a draft agreed by the Vendors'
                                  Solicitors and the Purchaser's Solicitors
                                  and, (with the exception of the Completion
                                  Disclosure Letter) in relation to any such
                                  document the terms of which have to be so
                                  agreed prior to the date hereof and
                                  initialled


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                                       41
<PAGE>


                                  by or on behalf of each of the parties for 
                                  the purposes of identification,;

"JAPAN EMPLOYEE"                  means the Transferred Employee employed by
                                  Asia in Japan as listed in Document H.1 of
                                  the Execution Disclosure Documents;

"KEY EMPLOYEES"                   means Colin Rogers, Neil Lennox and Ian
                                  Webster;

"LANDLORDS"                       means Rank Xerox Limited or such other person
                                  or persons as are in right of the Landlord's
                                  interest in the Lease as at the Completion
                                  Date, together with any head or superior
                                  landlords of the UK Property.

"LEASE"                           means a Sub-lease between Rank Xerox Limited
                                  and Edinburgh Financial Publishing Limited
                                  dated 2nd October 1996 and 20th March 1997
                                  and registered in the Books of Council and
                                  Session as varied by the Minute of Variation
                                  and the Back Letter;

"LEASING AGREEMENTS"              means the lease credit and asset operating
                                  agreements brief details of which are set out
                                  in Part II B of the Schedule;

"LOCATIONS"                       means any of the places from which any of the
                                  Vendors carry on any of the Businesses
                                  including, without limitation, the UK
                                  Property, the Singapore Property, the
                                  properties in Hong Kong, New York and
                                  Australia (whose

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                                       42
<PAGE>


                                  addresses are set out in Clause 4.9) and YCS 
                                  Building, 11F, 5-1, Sakae-cho, Kanagawa-ku, 
                                  Yokohama 221. Japan;

"MANAGEMENT ACCOUNTS"             means the management accounts of the
                                  Businesses for the period from 1st April 1997
                                  to 30th June 1997 a copy of which comprises
                                  Document C.26 in the Execution Disclosure
                                  Documents;

"MINUTE OF VARIATION"             means a Minute of Variation in terms of the
                                  Minute of Variation referred to in the
                                  Missives between Rank Xerox Limited and UK
                                  dated 22nd 28th and 29th July 1997;

"MINUTE OF VARIATION COSTS"       means a Vendor's Solicitor's cheque for the
                                  sum of the stamp duty on the Minute of
                                  Variation and the dues of registration
                                  thereof in the Books of Council and Session
                                  and for obtaining four extracts thereof
                                  together with so far as payable Value Added
                                  Tax on such sums;

"NAMES"                           means those names, together with the
                                  respective Vendors' interest therein set out
                                  in paragraph 1.7 of Part V;
    
"THE NUMBERS"                     means (so far as any Vendor may sell or
                                  otherwise transfer the same and at no cost to
                                  it) all telephone/fax numbers associated with
                                  the  Businesses (including, without
                                  limitation, the telephone numbers 0131 473
                                  7070 Main Phone, 0131 473 7080 Main Fax, 0131
                                  473 7081


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<PAGE>

                                  Anita's Phone, 0131 473 7082 Anita's
                                  Fax, 0131 473 7085 TED Fax, 0131 473 7090
                                  Sales Fax, 0131 473 7091 Mail External, 0131
                                  473 7092 Spare Modem, 0131 473 7095 Directors
                                  Fax, 0131 473 7099 Ted Solutions Help Line
                                  New York 212 290 0210, New York 212 290 0209
                                  (fax), Hong Kong 852 2869 8331, Hong Kong 852
                                  2804 6390 (fax), Sydney 61 2 9231 0088,
                                  Sydney 61 2 9231 0188 (fax), Singapore 65 435
                                  0430 and Singapore 65 438 1736 (fax);
    
"OTHER CONTRACTS"                 means those contracts short details of which
                                  are set out in Part IIE of the Schedule;

"PLANT AND EQUIPMENT"             the plant and equipment used by the Vendors
                                  in connection with the Businesses at the
                                  Effective Time (an exhaustive list of such
                                  items as at the date of execution hereof is
                                  set out in Part IV) (subject to any such
                                  items being disposed of in accordance with
                                  Clause 4.3 and together with any other items
                                  of plant and equipment which may be acquired
                                  by any of the Vendors subsequent to the date
                                  hereof and prior to the Completion Date in
                                  accordance with Clause 4.3);

"PRE-COMPLETION LIABILITIES       means a schedule of the Accepted Liabilities
SCHEDULE"                         (prepared as at 31st August 1997) to be
                                  delivered to the Purchaser at Completion;


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<PAGE>

"PROHIBITED AREA"                 the whole of the World;

"PROPERTY"                        means the leasehold property, used by UK in
                                  the Businesses, brief details of which are
                                  set out in Part IA of the Schedule;

"PURCHASER GROUP"                 means the Purchaser, BARRA, BIL and BIJ and
                                  "member of the Purchaser Group" shall be
                                  construed accordingly;

"PURCHASER'S SOLICITORS"          means Dundas & Wilson C.S., Madeleine Smith
                                  House, 6/7 Blythswood Square, Glasgow G2 4AD;

"THE PUBLICATIONS"                means The Estimate Directory, the Directus
                                  Publications, TED Solutions, Dividends and
                                  Derivatives Directory;

"RANK XEROX ASSIGNATION           means the written consent of Rank Xerox
CONSENT"                          Limited in the agreed terms and dated not
                                  more than fourteen days prior to the
                                  Completion Date;

"RANK XEROX ASSIGNATION           means the written confirmation of Rank Xerox
CONSENT CONFIRMATION"             Limited dated as near as practicable to the
                                  Completion Date and not more than fourteen
                                  days prior to the Completion Date:-

                                  (a)  that the sums payable in terms of Clause
                                       4 of the Rank Xerox Assignation Consent
                                       have been


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                                       45
<PAGE>


                                       paid in full (or other evidence to this 
                                       effect);

                                  (b)  that the terms of Clauses 7.1 and 8.1 of
                                       the Rank Xerox Assignation Consent have
                                       been implemented in full (or other
                                       evidence to this effect);

                                  (c)  that UK are not in arrears of rent or
                                       otherwise in material breach of the
                                       Lease;

                                  (d)  that a valid unconditional acceptance
                                       has been timeously received in
                                       implementation of Clause 8.3 of the Rank
                                       Xerox Assignation Consent (or other
                                       evidence to this effect);

"RANK XEROX LIMITED"              means Rank Xerox Limited incorporated under
                                  the Companies Acts and having their
                                  Registered Office at Parkway, Marlow,
                                  Buckinghamshire, S67 1YE or such other person
                                  or persons as are in right of the Landlord's
                                  interest in the Lease;

"RTBV ADJUSTMENT"                 has the meaning ascribed in terms of Clause
                                  3.3;
                                  
"RECORDS"                         means those  records, ledgers, books, lists
                                  of customers and prospective customers (if
                                  any) and suppliers, accounts, files,


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                                       46
<PAGE>

                                  correspondence, contracts, licences,
                                  certificates, stock records, computations,
                                  price lists, catalogues, sales literature,
                                  specifications, designs, manuals, technical
                                  information relating to any software,
                                  instructional and promotional materials,
                                  advertising, marketing and publicity material
                                  (together with any plates, blocks, negatives
                                  or similar material relating to them)
                                  relating to the Businesses, terms and
                                  conditions of business relating to the
                                  Businesses, personnel records, payroll
                                  records and records of National Insurance and
                                  PAYE relating to the Transferred Employees,
                                  and all value added tax records referred to
                                  in Clause 22 and computer data (including
                                  copies of all discs therefor) and other
                                  documents relating to the Businesses and/or
                                  the Assets, and/or the Transferred Employees
                                  and those other records relating to the
                                  Businesses and/or the Assets as have been
                                  provided to the Purchaser by or on behalf of
                                  the Vendor prior to Completion but excluding
                                  all Retained Records;

"REGULATIONS"                     means the Transfer of Undertakings
                                  (Protection of Employment) Regulations 1981
                                  (as amended);

"RESTRICTED PERIOD"               means a period of 36 months commencing on and
                                  from the Completion Date;


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                                       47
<PAGE>

"RETAINED RECORDS"                means all accounting books, records,
                                  vouchers, information and data (howsoever
                                  recorded or stored) kept by the Vendors
                                  pursuant to:-

                                  (i)  the requirements of Part VII of the
                                       Companies Act 1985 or otherwise required
                                       by the Vendors or their accountants to
                                       enable them to comply with their
                                       obligations thereunder and/or under any
                                       applicable Statement of Standard
                                       Accounting Practice in the United
                                       Kingdom and any equivalent requirements
                                       in the United States in relation to USAV
                                       and in Hong Kong in relation to Asia;

                                  (ii) the requirements of any legislation or
                                       regulations relating to taxation
                                       (including without limitation
                                       Corporation Tax and PAYE but not Value
                                       Added Tax);

"RETENTION"                       means the retention of part of the
                                  Consideration amounting to L1,000,000 to be
                                  dealt with pursuant to Clause 4.8;

"RETENTION FUND"                  means the amount for the time being standing
                                  to the credit of the interest bearing deposit
                                  account with Clydesdale Bank plc in the joint
                                  names of the Purchaser's Solicitors and the
                                  Vendors' Solicitors pursuant to Clause 4.8;

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                                       48
<PAGE>

"THE RIGHTS AGAINST SUPPLIERS"    means all the rights of the Vendors with
                                  respect to the Assets against suppliers and
                                  third parties (including without limitation
                                  all rights in connection with warranties and
                                  representations of manufacturers, suppliers
                                  and third parties (whether under law or
                                  otherwise) and the benefit of all sums to
                                  which any Vendor is entitled either from
                                  third parties or insurers in respect of
                                  damage or injury caused to the Assets;
                                  
"SRR ADJUSTMENT"                  has the meaning ascribed in terms of Clause
                                  3.4;

"SIGNING LIABILITIES"             means the Accepted Liabilities as at 31st
                                  July 1997 as detailed in Part VI;
                                  
"SINGAPORE EMPLOYEES"             means those of the Transferred Employees
                                  employed by Asia in Singapore as listed in
                                  Document H.1 of the Execution Disclosure
                                  Documents;
                                  
"SINGAPORE PROPERTY"              means the leasehold property used by Asia in
                                  the Businesses, brief details of which are
                                  set out in Part 1B;

"SPECIFIC IP"                     means the intellectual property rights a
                                  brief description of each of which is set out
                                  in Part V of the Schedule (including source
                                  and object codes relating to any software);
                                  

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                                       49
<PAGE>

"STOCK"                           means the whole stocks of the Businesses
                                  including without limitation, stocks of books
                                  and manuals, data used in relation to the
                                  Businesses whether written or in machine
                                  readable form,  office stock and all other
                                  stocks and stores wherever situated owned and
                                  employed by the Vendors and to be used by the
                                  Vendors in connection with the Businesses at
                                  the Effective Time including items which,
                                  although subject to reservation of title by
                                  sellers, are under the control of any Vendor;

"SUBSCRIPTION RUN RATE"           means the aggregate of the invoice value for
                                  each subscription for any products or
                                  services supplied by any of the Vendors in
                                  connection with any of the Businesses due
                                  under the relevant Customer Contract relating
                                  to such subscription as of the point in time
                                  ("the Measurement Time") when the
                                  subscriptions are measured for the purpose of
                                  this calculation, each of which subscriptions
                                  is in existence and is not terminated as of
                                  the Measurement Time, provided that (a) there
                                  shall be disregarded in calculating that
                                  amount any amount of subscription relating to
                                  any Customer Contract to the extent that such
                                  amount is in respect of a period in excess of
                                  twelve months and (b) that in respect of any
                                  Customer Contract in excess of a period of
                                  twelve months, the period of

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                                       50
<PAGE>

                                  twelve months to be included in the 
                                  calculation shall be the period of twelve 
                                  months during which the Measurement Time 
                                  falls and ending on the date after the 
                                  Measurement Time which is the earlier of 
                                  (i) the date of termination of the
                                  relevant Customer Contract and (ii) the date
                                  which is the next anniversary of the
                                  commencement of the relevant Customer
                                  Contract, falling after the Measurement Time;

"TED" OR "THE ESTIMATE DIRECTORY" means The Estimate Directory as published by
                                  or made available by the Vendors and in all
                                  editions wherever and whenever published or
                                  made available and in all editions and in
                                  whatever form (including electronic) together
                                  with all intellectual property rights
                                  pertaining thereto;

"TED CONTRACTS"                   means those Customer Contracts relating to
                                  TED, which Customer Contracts are referred to
                                  as such in the Base SRR Schedule;

"THIRD PARTY DISTRIBUTION         means those contracts listed in Part IIC of
 AGREEMENTS"                      the Schedule;

"TITLE DEEDS"                     means the Lease and a copy of the Head Lease 
                                  and all licences, permissions and consents
                                  relating to the Property in the possession
                                  of, or under the control of, UK;


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                                       51
<PAGE>

"TRANSFERRED EMPLOYEES"           means the employees of the Vendors employed
                                  in the Businesses as at the date hereof whose
                                  names, together with certain other details,
                                  are set out in Document H.1 as contained in
                                  the Execution Disclosure Documents (as such
                                  details may be amended in accordance with
                                  Clause 4.3);

"UK BUSINESS"                     the business of publishers and distributors
                                  of TED  as carried on by UK under certain of
                                  the Names in or from the Property and
                                  elsewhere and the Directus Business as at the
                                  Completion Date;

"UK EMPLOYEES"                    means those of the Transferred Employees who
                                  are employed by UK in the United Kingdom as
                                  listed in Document H.1 of the Execution
                                  Disclosure Documents;

"UK'S LEASEHOLD INTEREST"         means UK's interest and real right as tenant
                                  in and to the Lease;

"UNEARNED REVENUE"                means all unearned revenues in connection
                                  with the Businesses as at 31st December 1996
                                  for the purposes of the Base Period Balance
                                  Sheet, 31st July 1997 for the purposes of the
                                  Execution Balance Sheet and the Effective
                                  Time for the purposes of the Completion
                                  Balance Sheet, being sums received by any of
                                  the Vendors in connection with the Businesses
                                  (including Advance Receipts) in the period up
                                  to such respective dates in relation to
                                  services

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                                       52
<PAGE>

                                  or products which in the case of the
                                  Base Period Balance Sheet had not been
                                  performed or delivered at 31st December 1996,
                                  in the case of the Execution Balance Sheet
                                  had not been performed or delivered as at
                                  31st July 1997 and in the case of the
                                  Completion Balance Sheet will not have been
                                  performed or delivered as at the Effective
                                  Time as the same have been or will be treated
                                  as a liability in calculating the Base RTBV
                                  Figure, the Execution RTBV Figure and the
                                  Completion RTBV Figure respectively;

"USAV BUSINESS"                   means the business of distributors of TED as
                                  carried on by USAV under certain of the Names
                                  as at the Completion Date;

"USAV EMPLOYEES"                  means those of the Transferred Employees who
                                  are employed by USAV in the United States of
                                  America as listed in Document H.1 of the
                                  Execution Disclosure Documents;

"VEHICLE"                         means the vehicle brief particulars of which
                                  are set out in Part III of the Schedule;

"VENDOR GROUP"                    means the Vendors, any holding companies of
                                  any of the Vendors and any subsidiary of any
                                  Vendor and any subsidiary of such holding
                                  company from time to time and "member of the
                                  Vendor Group" shall be construed accordingly;


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                                       53
<PAGE>

"VENDORS' ACCOUNTANTS"            means Rutherford Manson Dowds, Chartered
                                  Accountants, 25 Melville Street, Edinburgh;

"VENDORS' REPRESENTATIVE"         means JS whom failing AM;

"VENDORS' SOLICITORS"             means Dickson Minto WS, 11 Walker Street,
                                  Edinburgh, EH3 7NE;

"WARRANTIES"                      means the statements set out in Clause 6 and
                                  Part IX of the Schedule;

"THE WORK IN PROGRESS"            means all work in progress of the Businesses
                                  at the Effective Time including (without
                                  limitation) all work in progress of the
                                  Businesses sub-contracted by any Vendor to
                                  third parties.

1.2 In this Agreement, unless otherwise specified or the context otherwise
    requires:-

    (a)  reference to this Agreement shall include the Recitals and the
         Schedule;

    (b)  reference to a Clause is to a clause of this Agreement and to a
         Recital is to a recital to this Agreement;

    (c)  reference to the Schedule or a Part thereof is to the schedule annexed
         and executed as relative to this Agreement or to a Part thereof;

    (d)  and references to sub-clauses, paragraphs and sub-paragraphs are,
         unless otherwise stated, references to sub-clauses of the Clause or
         paragraphs of the sub-clause (or, as the case may be,


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                                       54
<PAGE>

 
         Part of the Schedule) or sub-paragraphs of the paragraph in which the
         reference appears;

    (e)  words importing any gender shall include the other genders;

    (f)  words importing natural persons shall include corporations and vice
         versa;

    (g)  words importing the singular only shall include the plural and vice
         versa;

    (h)  words importing the whole shall be treated as including a reference to
         any part thereof;

    (i)  any word or expression the definition of which is contained or
         referred to in the Companies Act 1985 shall be construed as having the
         meaning thereby attributed to it unless the context otherwise
         requires; and

    (j)  references to any statute, regulation or part thereof shall be
         construed as references thereto as amended or re-enacted or as the
         application thereof is modified by other provisions before the date of
         this Agreement, and shall be construed as including references to any
         order, instrument, regulation or other subordinate legislation made
         pursuant thereto before the date of this Agreement;

1.3 In this Agreement, where there appears a reference to any information, fact
    or matter having been disclosed such reference shall be deemed to refer to
    such information, facts or matters of which details are, contained in, or
    annexed to, the Execution Disclosure Letter and the Completion Disclosure
    Letter (as appropriate) which are of sufficient detail to


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                                       55
<PAGE>

    constitute full and fair disclosure of the relevant information, fact or 
    matter and the expression "disclosed" shall be interpreted accordingly;

1.4 Where any of the Warranties is qualified by the statement "so far as the
    Vendors are aware" or "to the Vendors' knowledge and belief" or by any
    similar statement, that statement shall unless such statement expressly
    provides otherwise be construed and extended to include knowledge which is
    or which ought on careful and diligent enquiry to be in the possession of
    any Vendor, any holding company of any Vendor and any subsidiary of any
    such companies or any of their respective directors or employees;

1.5 In construing this Agreement the ejusdem generis rule shall not apply and
    accordingly the interpretation of general words shall not be restricted by
    being preceded by words indicating a particular class of acts, matters or
    things or being followed by  particular  examples;

1.6 In this Agreement the headings to Clauses and Parts of the Schedule are
    inserted for convenience only and shall not affect the construction of this
    Agreement;

1.7 The provisions of the Interpretation Act 1978 with respect to
    interpretation and construction shall apply MUTATIS MUTANDIS;

2.  SALE AND PURCHASE OF BUSINESSES AND ASSETS

2.1 Subject to the terms and conditions of this Agreement (including without
    limitation Clause 2.2), the  Vendors shall sell, and  the Purchaser shall
    purchase the Businesses as going concerns and the following assets with
    effect from the Effective Time:-


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                                       56
<PAGE>

    2.1.1     the Goodwill;

    2.1.2     UK's Leasehold Interest;

    2.1.3     the Plant and Equipment;

    2.1.4     the Stock;

    2.1.5     the Records;

    2.1.6     the Intellectual Property;

    2.1.7     to the extent that the Vendors are entitled to sell the same, but
              subject to the Warranties, the Names;

    2.1.8     the Numbers;

    2.1.9     the Debts;

    2.1.10    the benefit (subject to the burden) of the Contracts;

    2.1.11    the Work in Progress;

    2.1.12    the Publications;

    2.1.13    the benefit of any warranties or guarantees enforceable by the
              Vendor against any third party in relation to any of the
              foregoing (including without limitation the Rights Against
              Suppliers) (subject to Clauses 2.2, 5 and 8);

    2.1.14    all such other assets as are owned by any Vendor, used solely and
              exclusively in the Businesses and located at the Locations as at
              the Effective Time;

2.2 There shall be excluded from the sale and purchase of the Businesses and
    the Assets:-


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                                       57
<PAGE>

    (a)  the Excluded Liabilities, the Excluded Contracts, the Excluded
         Businesses the Vehicle and the Singapore Property (unless, in relation
         to the Singapore Property only, the provisions of Clause 2.3 apply);

    (b)  the Creditors; and

    (c)  any cash in hand or at bank (including, for the avoidance of doubt any
         sums received in respect of Advance Receipts).

2.3 In the event that on or before Completion the provisions of Part VII(B) are
    satisfied (all parties having used all reasonable endeavours to procure
    their satisfaction) the Singapore Property shall be included within the
    Assets being transferred pursuant to the terms of this Agreement, provided
    that the satisfaction of the provisions of Part VII(B) shall not be a
    condition precedent to Completion.

3.  PURCHASE PRICE

3.1  Subject to the provisions of Clauses 3.3, 3.4, 11.6 and 11.7 the
    consideration for the sale by the Vendors of the Businesses and the Assets
    shall be the sum of SEVEN MILLION TWO HUNDRED AND FIFTY THOUSAND POUNDS
    (L7,250,000) STERLING provided that, if any adjustment of the Consideration
    is required in terms of this Agreement , the value attributed to Goodwill
    in this Clause shall be deemed to be adjusted accordingly to give effect to
    this on a pro rata basis in respect of each of the Businesses.  The failure
    to attribute a value to any of the Assets shall in no way affect any claim
    which the Purchaser might make under or pursuant to the Warranties or the
    calculation of the amount of such claim.  Subject to the foregoing the
    Consideration shall be apportioned as follows:-


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                                       58
<PAGE>

    UK BUSINESS:-

    ASSET                                                        PRICE
    -----                                                        -----

    UK Trade Marks listed in Part V para 1                      L50,000
    Property                                                     L5,000
    Contracts (other than Customer Contracts and                 L1,000
    Leasing Agreements)
    Rights Against Suppliers                                     L1,000
    Unallocated                                                L2,193,000
                                                               ----------
                                                               L2,250,000
                                                               ----------

    ASIA BUSINESS:-
    ---------------

    ASSET                                                        PRICE
                                                                 -----
    Unallocated                                                L4,500,000
                                                               ----------

    USA BUSINESS

    ASSET                                                        PRICE
                                                                 -----
    Unallocated                                                 L500,000

3.2 The Purchaser and the Vendors shall each use all reasonable endeavours to
    ensure that all requisite information is available in order to enable the
    preparation of the Completion Balance Sheet, the Completion RTBV Figure,
    the Completion SRR Figure and the Completion SRR Schedule.  The Purchaser
    shall prepare the Completion Balance Sheet on the basis of and taking into
    account the instructions set out in Part XII, shall calculate the
    Completion RTBV Figure from figures contained in the Completion Balance
    Sheet, shall prepare the Completion SRR Schedule by updating the Execution
    SRR Schedule to the Effective Time and shall calculate the Completion SRR
    Figure from figures contained in the Completion SRR 

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                                       59
<PAGE>

    Schedule, all within 60 days of Completion.  The Vendors shall procure 
    that there is given to the Purchaser and/or its employees and advisers 
    access to all of the Retained Records and any other papers retained by 
    or under the control of the Vendors for the purposes of preparing the 
    Completion Balance Sheet and the Completion SRR Schedule and shall 
    procure that all necessary assistance is given to the Purchaser by any 
    of the Vendor's directors and/or employees and/or advisers to enable the 
    Purchaser to prepare the Completion Balance Sheet, the Completion SRR 
    Schedule.  The Completion Balance Sheet, the Completion RTBV Figure, the 
    Completion SRR Figure and the Completion SRR Schedule shall thereafter 
    be agreed between the Purchaser and the Vendors' Representative within 
    30 days after presentation of the last such document to the Vendors' 
    Representative.  The Vendors shall be given full access to all working 
    papers, books and records of the Purchaser in relation to the Businesses 
    to enable the Vendors to verify the Completion Balance Sheet, the 
    Completion RTBV Figure, the Completion SRR Figure and the Completion SRR 
    Schedule. In the event that the Vendors' Representative and the 
    Purchaser fail to reach agreement on the Completion Balance Sheet, the 
    Completion RTBV Figure, the Completion SRR Figure and the Completion SRR 
    Schedule within 30 days as aforesaid then (unless the Purchaser and the 
    Vendors' Representative agree otherwise) the matters unresolved or in 
    dispute shall be referred to an expert in accordance with the provisions 
    of the Disputes Clause.

3.3 In the event that the Completion RTBV Figure as agreed or determined
    pursuant to Clause 3.2 is less than the Base RTBV Figure or in the case of
    a net liability, is a greater liability, the Consideration shall be reduced
    by a sum (if any) ("the RTBV Adjustment") equal to the amount by which the
    Completion RTBV Figure (as agreed or determined as aforesaid) is less than
    the Base RTBV Figure or in the case of a net liability, is a greater
    liability, and the Vendors hereby jointly and severally undertake to
    procure that an amount equal to the RTBV Adjustment shall be released


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                                       60
<PAGE>

    from the Retention Fund in accordance with Clause 4.8.2.2 and paid to the
    Purchaser forthwith provided that if the RTBV Adjustment is less than
    L50,000 the Consideration shall not be reduced.  However if the RTBV
    Adjustment is greater than or equal to L50,000 the Consideration shall be
    reduced as aforesaid by the full amount of the RTBV Adjustment;

3.4 In the event that the Completion SRR Figure as agreed or determined
    pursuant to Clause 3.2 is less than the Base SSR Figure, the Consideration
    shall be reduced by a sum (if any) ("the SRR Adjustment")  equal to a
    multiple of 1.94 times the amount by which the Completion SRR Figure (as
    agreed or determined as aforesaid) is less than the Base SRR Figure and the
    Vendors hereby jointly and severally undertake to procure that an amount
    equal to the SRR Adjustment shall be released from the Retention Fund in
    accordance with Clause 4.8.2.2 and paid to the Purchaser forthwith;

3.5 The Vendors and the Purchaser agree that the Consideration is a single
    price and in the event of there being any breach of the agreements,
    obligations, warranties, representations or undertakings of the Vendors
    contained in this Agreement any compensation payable to the Purchaser shall
    reduce the Consideration accordingly.

3.6 The Purchasers and the Vendors will act in good faith in relation to the
    preparation and agreement of the Completion Balance Sheet, the Completion
    RTBV Figure the Completion SRR Schedule and the Completion SRR Figure.

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                                       61
<PAGE>

4.  COMPLETION

4.1 Completion of the sale and purchase of the Businesses and the Assets:-

    4.1.1     shall be conditional upon the satisfaction of the following
              conditions precedent to the satisfaction of the Purchaser and in
              the case of Clause 4.1.1. (d) only the Vendors' Representative:-


              (a)  no material adverse change in the Businesses and Assets
                   having taken place prior to Completion;


              (b)  no interdict or other legal prohibition preventing
                   Completion taking place;


              (c)  no litigation, arbitration or other proceeds of a similar
                   nature having been commenced or being pending against the
                   Vendors or any of them which would, if decided in favour of
                   the person instituting such proceedings, be reasonably
                   likely to have a material adverse effect on the Businesses
                   and/or the Assets;


              (d)  the Vendors and the Purchaser having complied with the terms
                   of this Agreement in all material respects;


              (e)  none of the Key Employees having left the employment of the
                   Vendors or working any applicable notice period and no more
                   than 15 of the Transferred Employees (not including any of
                   the Key Employees) having left the employment of the Vendors
                   or having given formal notice terminating their contracts of
                   employment with any of the Vendors without appropriate
                   replacements having been found for such

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                                       62
<PAGE>

                   persons (provided that the transfer of the HK Employees, 
                   Singapore Employees, Japan Employees and USAV Employees and 
                   related terminations pursuant to Clause 14 shall be excluded
                   from the operation of this sub-Clause (e) to the extent that
                   such employees accept the offer of employment made by the 
                   various members of the Purchaser Group pursuant to Clause 
                   14);

              
              (f)  the Purchaser being provided with updated lists of Plant and
                   Equipment and being satisfied that any additions or
                   deletions to the lists of Plant and Equipment are permitted
                   in terms of Clause 4.3;

              
              (g)  the Purchaser being satisfied with the transfer of the Data
                   Suppliers Contracts, the Development Agreements and the
                   Existing Reuters Agreement to the Purchaser (such transfer
                   being conditional on Completion taking place);

              
              (h)  none of the directors of UK having refused to allow the
                   Purchaser to contact any of the customers of the Businesses
                   pursuant to Clause 4.3.9;
              
              (i)  the Purchaser being satisfied regarding searches in the
                   appropriate registers in respect of UK's ownership of the
                   trade marks contained within the Specific IP;
              
              (j)  the Purchaser being reasonably satisfied with enquiries of
                   customers of the Businesses as set out in the Execution SRR
                   Schedule;

              (k)  the Purchaser being satisfied regarding searches in the
                   appropriate registers in respect of the capacity of the

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                                       63
<PAGE>

                   Vendors to sell the Businesses and the Assets (including
                   without limitation searches in the Register of Inhibitions
                   and Adjudications in respect of UK);

              (m)  the Vehicle having been transferred to Neil Lennox on terms
                   satisfactory to the Purchaser, acting reasonably;

              (n)  Peter Marks, Digita Limited and Silicon River Limited each
                   having entered into letters addressed to UK relating to
                   ownership of the intellectual property rights in and to the
                   Dividends and Derivatives Directory product, in the agreed
                   terms;


    4.1.2     shall subject to Clause 6.4 take place on the Completion Date
              with effect from the Effective Time at such place as the Vendors'
              Representative and the Purchaser shall agree and risk, property
              and title to the Businesses and the Assets (including the UK's
              Leasehold Interest) shall pass to the Purchaser at the Effective
              Time subject to the terms of this Agreement;

    4.2.1     If the conditions set out in Clause 4.1.1 are not satisfied or
              waived in accordance with Clause 4.2.2 before the date which is
              60 days after the date of execution hereof either the Purchaser
              or the Vendors may rescind this Agreement without any costs being
              due to or by either party.

    4.2.2     The Purchaser in its sole discretion may waive any of the
              conditions precedent set out in Clause 4.1.1 (other than Clause
              4.1.1.(d)).  The Vendors in their sole discretion may waive any
              non-compliance by the Purchaser with the Agreement in terms of
              Clause 4.1.1(d) and the Purchaser in its sole discretion may
              waive any non-compliance by any of the Vendors with the Agreement
              in terms of Clause 4.1.1(d). Any such waiver by either the
              Purchaser or Vendors shall

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                                       64
<PAGE>

              not affect any right of action or claim which might be available 
              to the Purchaser or the Vendors respectively in terms of this 
              Agreement;

4.3 During the period between the date of this Agreement and the Completion
    Date the Vendors shall carry on the Businesses in the usual and ordinary
    course with a view to preserving their financial and trading position,
    shall during normal business hours on receipt of reasonable notice give the
    Purchaser or its agents access to the Transferred Employees for the
    purposes of discussing the ongoing business of the Businesses and their
    position within them and the Vendors shall not do or permit or procure to
    be done anything which is outside the normal course of the Businesses
    without the prior express written consent of the Purchaser and in
    particular but without prejudice to the foregoing generality the Vendors
    (in each case unless the prior written consent of the Purchaser is
    obtained):-

    4.3.1     shall not dispose of or enter into any agreement to dispose of
              any of the Assets (or any interest therein) other than stocks in
              the ordinary course of the Businesses, or grant or agree to grant
              any option or right of pre-emption in respect of any of the
              Assets;

    4.3.2     shall not enter into any contracts not capable of being
              terminated within three months and not expected to be performed
              within such period or any contracts which are unduly onerous or
              are liable to impose any abnormal liabilities on the Business or
              call for the supply of goods or services to the Businesses at a
              cost significantly in excess of that at which such goods or
              services are obtainable at the date of this Agreement or call for
              the supply of goods or services by the Businesses at prices
              significantly below those pertaining at the date of this
              Agreement;

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    4.3.3     shall not terminate any contracts to be transferred pursuant to
              this Agreement or take any action which any of the Vendors knows
              or ought to be aware will constitute a breach of any such
              contract or do or knowingly permit to happen any event, act or
              thing so as in each case to give the other party to the contract
              a right to terminate it prematurely or to result in acceleration;

    4.3.4     shall not create or agree to create any mortgage, charge or other
              security interest whatsoever over the Assets or any of them (save
              as arising by operation of law);

    4.3.5     without prejudice to the provisions of Clause 4.1.1(e), shall not
              grant any service agreements in favour of any of the Transferred
              Employees, employ any additional or replacement person as an
              employee or make any change to the terms and conditions of
              employment or rate of remuneration of any of the Transferred
              Employees or terminate any Transferred Employee's employment or
              pay or agree to pay any bonus or similar payment to any 
              Transferred Employee (provided that in the case of Transferred
              Employees (other than Key Employees) the Vendors may terminate
              the employment of such employees provided just cause is shown,
              however in such a circumstance the Purchaser will be notified of
              such occurrence forthwith);

    4.3.6     shall notify the Purchaser in writing of the appointment,
              dismissal, resignation or other termination of the employment of
              any employee of any of the Vendors involved in the Businesses;

    4.3.7     shall not make any material change to the Businesses;

    4.3.8     shall not grant any guarantee in respect of any goods or products
              produced by the Vendors in relation to the Businesses other than
              guarantees of a nature similar to guarantees given prior to the
              signing of this Agreement;

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    4.3.9     shall during normal business hours on receipt of reasonable
              notice allow representatives of the Purchaser to have full access
              to the running of the Businesses and the records and shall use
              all reasonable endeavours to procure that the said
              representatives (who should be entitled to report to the
              Purchaser) are aware of all material elements of the running of
              the Businesses in the said period prior to the Completion Date
              and are included in all material management decisions and shall
              allow the Purchaser to have access to all customers of the
              Businesses, provided in implementing this clause the Purchaser
              shall use reasonable endeavours to minimise the disruption to the
              Businesses and prior to contacting any of the said customers to
              obtain the consent of any director of UK;

    4.3.10    shall not incur any trade or other creditors referable to the
              Businesses other than in the ordinary course of the Businesses as
              carried on prior to the date of execution of this Agreement; 

    4.3.11    shall disclose forthwith on becoming aware of the same any matter
              which arises which would constitute a breach of the Warranties or
              any provision of this Clause 4.3 in each case to the Purchaser in
              writing;

    4.3.12    shall not enter into any new contracts with subscribers to TED,
              TED Solutions or the Directus Publications other than on the
              Vendors' standard terms and conditions referable to each such
              publication or product.

    Any breach of the provisions of this Clause 4.3 (which breach has not been
    accepted by the Purchaser in writing) shall, without prejudice to any
    rights available to the Purchaser hereunder, entitle the Purchaser to
    rescind this agreement prior to Completion.

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4.4 At Completion the Vendors shall deliver or give or exhibit (as appropriate)
    to the Purchaser:-

    4.4.1     entry to and actual possession of the Property (including all
              keys relating thereto and details of all security systems
              utilised);

    4.4.2     (with effect from the Effective Time) management and control of
              the Businesses and the Assets;

    4.4.3     the written consent of any chargee, security holder or other
              person whose consent is required for the sale of the Businesses
              or Assets or the entering into of this Agreement;

    4.4.4     a certified copy of Minutes of the board of directors of each of
              the Vendors in the agreed terms in connection with inter alia
              Completion of the sale and purchase of the Assets and the
              Businesses;

    4.4.5     (to the extent not already at the Property) the Records;

    4.4.6     such of the Assets as are capable of transfer by delivery;

    4.4.7     assignation(s) in the agreed terms of Specific IP, assignations
              in the agreed terms of each of the Data Suppliers Contracts and
              the Existing Reuters Agreement, and (so far as the same are
              capable of being produced at Completion (taking into account the
              provisions of Clause 11)) assignations in the agreed terms of the
              Third Party Distribution Agreements, assignations in the agreed
              terms of each of the Development Agreements and (save to the
              extent otherwise provided in this Agreement) such other
              conveyances, assurances, transfers, assignations, consents or
              other

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              documents as the Purchaser may reasonably require which are
              necessary to vest in it the Businesses and the Assets (other than
              the Contracts, (excluding the Data Suppliers Contracts, the
              Existing Reuters Agreement and the Development Agreements))
              (provided that the Purchaser may determine in its sole discretion
              that any of the foregoing shall be delivered following Completion
              and the Vendors shall be bound to do so as soon as is reasonably
              practicable following receipt of notice from the Purchaser);

    4.4.8     (to the extent not already at the UK Property) all available
              existing certificates of warranty and guarantee held by any
              Vendor in relation to the Assets;

    4.4.9     acknowledgements, in the agreed terms, from any third party
              holding any of the  Assets that it holds the relevant Asset for
              the Purchaser absolutely;

    4.4.10    a signed Written Resolution (or other documentation necessary in
              each relevant jurisdiction) together with a letter from the
              auditors of any relevant company, confirming receipt of each of
              TED Ltd, The Estimate Directory Limited, Directus Limited, and
              each of the three Vendors resolving to change its name to such
              name as will not include the words "Estimate" or "Directory" or
              "TED" or "Directus" or "Edinburgh" or "Financial" or "Publishing"
              together with payment to the Purchaser of the costs of changing
              such names;

    4.4.11    the Title Deeds;

    4.4.12    the Brokers' List updated to the Completion Date in a form and
              content reasonably acceptable to the Purchaser; 

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    4.4.13    all documentation required to be delivered as at the Completion
              Date by the Vendors to the Purchaser in terms of Part VII;

    4.4.14    the contracts of employment relative to the Key Employees in the
              agreed terms duly signed by the Purchaser and the Key Employees
              (as appropriate);

    4.4.15    a letter of non-crystallisation from any holder of any floating
              charge granted by any of the Vendors in the agreed form;

    4.4.16    updated list of all Plant and Equipment showing changes from the
              lists delivered on execution hereof;

    4.4.17    a list of the Debts as at the Effective Time containing such
              details as will enable the Purchaser to perform its obligations
              in terms of this Agreement;

    4.4.18    a certified copy of the Confidentiality Agreements signed by each
              of the Transferred Employees and the Vendors (or such of the
              Vendors as is the relevant employer of such Transferred
              Employees);

    4.4.19    the Pre-Completion Liabilities Schedule.

4.5 Subject to Completion taking place UK shall reimburse the Purchaser in
    respect of the costs of obtaining the opinions on the capacity of Asia and
    USAV to enter into, inter alia, this Agreement, on demand;

4.6 Subject to compliance by the Vendors with the obligations incumbent on them
    under Clause 4.3 the Purchaser in respect of satisfaction of the 

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    aggregate consideration for purchase of the Businesses and the Assets, (save
    for the Retention which will be dealt with in accordance with Clause 4.8) 
    shall:-

    4.6.1     pay to the Vendors' Solicitors (who are hereby irrevocably
              authorised to receive the same and whose receipt therefor shall
              be a sufficient discharge to the Purchaser) by electronic funds
              transfer the Initial Consideration;


    4.6.2     assume liability for the Accepted Liabilities (as the Purchaser
              hereby so accepts) subject to the terms of this Agreement;

    4.6.3     pay the Retention to an account with Clydesdale Bank plc to be
              held as the Retention Fund such account to be in the joint names
              of the Purchaser's Solicitors and the Vendors' Solicitors and
              dealt with in accordance with Clause 4.8;

4.7 If in any respect the provisions of Clause 4.4 are not complied with on the
    Completion Date then where the parties agree they may, if they all agree,
    at their discretion:-

    (a)       defer Completion to a date to be agreed after the Completion Date
              (and so that the provisions of this Clause 4.7 shall also apply
              to Completion as so deferred); or

    (b)       proceed to Completion so far as practicable (without prejudice to
              their respective rights  hereunder) on the basis that any
              provision of Clauses 4.4, 4.5 or 4.6 which may not have been
              fully complied with at Completion shall be held over to such
              future date or dates as the Purchaser and the Vendors may agree.
    
4.8 The following provisions shall have effect in relation to the Retention:-

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    4.8.1     On the Completion Date the Purchaser shall place an amount equal
              to the Retention in an interest-bearing deposit account with
              Clydesdale Bank plc in the joint names of the Purchaser's
              Solicitors and the Vendors' Solicitors.
    4.8.2     The Retention Fund shall be applied for the purposes of:-

              4.8.2.1   making payment to the Purchaser in satisfaction of any
                        Finally Determined Claim together with interest accrued
                        on the amount of each such claim and any costs awarded
                        by the court to the Purchaser in respect of such claim;

              4.8.2.2    making payment to the Purchaser of any amount or
                        amounts payable pursuant to Clauses 3.3 and/or 3.4
                        and/or the Deed of Indemnity together with interest
                        accrued on each of such amounts; and

              4.8.2.3   making payment to the Purchaser and/or the Vendors'
                        Solicitors on behalf of the Vendors of any amount or
                        amounts to be paid under Clauses 4.8.4 and/or 11.6
                        and/or 11.7 together with interest accrued on each such
                        amount.

    4.8.3     Subject only to Clauses 4.8.2, 4.8.4 and 4.8.5, it is hereby
              agreed between the Purchaser and the Vendors that on the date
              ("the First Retention Release Date") which is the later of (a)
              the date falling 15 months after the Completion Date,  and (b)
              the date on which the Expert fixes any disputed amount to be
              retained for estimated costs and expenses in terms of Clause
              4.8.5, an amount shall be released from the Retention Fund which
              amount shall comprise a sum equal to the total amount of the
              Retention Fund but after deduction of all amounts (if any) to be
              applied or retained pursuant to Clauses 4.8.2, 4.8.4 and 4.8.5
              ("the Retained Amount").  Such sum shall be released to the
              Vendors' Solicitors on behalf of

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              the Vendors.  The Retained Amount shall remain in the Retention 
              Fund and be dealt with in accordance with the provisions of this
              Clause 4.8 (excluding this Clause 4.8.3).

    4.8.4     Subject to Clauses 4.8.2 and 4.8.5, and without prejudice to
              Clause 4.8.3, on the date which is the last to occur of:-

              (i)  the earlier of (a) the entering into of a New Contract or
                   New Contracts, the revenue from which, on the application of
                   the formula set out in Clause 11.6.1, is sufficient to
                   result in the Purchaser's Release (as defined in Clause
                   11.6.1) being zero, and (b) 31st March 1998, 


              (ii) the agreement or determination of the Completion RTBV Figure
                   and the Completion SRR Figure and (if appropriate) the
                   release of the RTBV Adjustment and/or the SRR Adjustment (if
                   any) from the Retention Fund pursuant to Clauses 3.3 and
                   3.4, and

              (iii) the Assignation Date; 

              the sum of L275,000 (under deduction of an amount equal to the
              aggregate of all sums (if any) released from the Retention Fund
              to the Purchaser pursuant to Clauses 3.3, 3.4, 11.6 and/or 11.7)
              together with interest accrued on such net sum shall be released
              from the Retention Fund to the Vendors' Solicitors.


4.8.5         The amount of any claim (together with interest accrued on the
              amount of such claim pursuant to the terms of this Agreement and
              an amount as agreed between the parties (or as fixed by an expert
              under the Disputes Clause) as the estimated costs likely to be
              awarded by a court or other appropriate forum to the Purchaser if
              successful in proving its claim fully to conclusion) which

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              has been intimated by the Purchaser to any Vendor under and in 
              terms of this Agreement which, as at the First Retention Release 
              Date, has not yet become a Finally Determined Claim (but in 
              respect of which the Purchaser has commenced legal proceedings by 
              way of the service of a Summons or an Initial Writ or any other 
              analogous proceedings against the Vendors or any of them in 
              respect of such claim) shall not be released from the Retention 
              Fund but shall remain in the Retention Fund (subject to the 
              proviso set out below) until such claim becomes a Finally 
              Determined Claim. When such claim becomes a Finally Determined 
              Claim an amount equal to the amount of such claim together with 
              interest as aforesaid and the costs awarded by the Court or other
              appropriate forum to the Purchaser shall be released from the 
              Retention Fund to the Purchaser in satisfaction of such claim;
              Provided that if such claim has not become a Finally Determined 
              Claim with 24 months from the date ("the Commencement Date") on 
              which proceedings were commenced against the Vendors (or any of 
              them) as a result of the deliberate and conscious failure of the 
              Purchaser to prosecute such claim, an amount equivalent to such 
              claim together with interest and the amount previously estimated 
              for costs shall be released from the Retention Fund to the 
              Vendors' Solicitors on behalf of the Vendors. If such claim has 
              not become a Finally Determined Claim within 36 months of the 
              Commencement Date for any other reason an amount equivalent to 
              such claim and the amount previously estimated for costs shall 
              be released from the Retention Fund together with interest on 
              such sums shall be released to the Purchaser's Solicitors on 
              behalf of the Purchaser except where the Vendors have a BONA 
              FIDE defence to any such claim in which circumstance the sums 
              remaining in the Retention Fund shall remain so held until 
              such time as the claim or claims become either a Finally 
              Determined Claim or is/are resolved in favour of the

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              Vendors.  The amount equivalent to Finally Determined Claims 
              shall be paid to the Purchaser forthwith upon such claims 
              becoming Finally Determined Claims together with interest as 
              aforesaid and the costs awarded by the Court or other 
              appropriate forum to the Purchaser with the sums remaining in 
              the Retention Fund thereafter being paid to the Vendors.

    4.8.6     For the avoidance of doubt, none of the provisions of this Clause
              4.8 shall be deemed to limit or restrict the amount of any claims
              which the Purchaser may have against the Vendors pursuant to the
              terms of this Agreement (subject always to the remaining
              provisions of this Agreement).

    4.8.7     All sums released from the Retention Fund to the Purchaser or to
              the Purchaser's Solicitors on behalf of the Purchaser shall
              constitute a reduction in the Consideration.

4.9  The Vendors hereby grant to the Purchaser (or such other company as BARRA
     may nominate) a licence to occupy the Vendor's premises in 10F Wing On
     House, 71 Des Voeux Road, Central, Hong Kong, 33 West 17th Street, 4th
     Floor, New York NY10011 and Level 5, 280 George Street, Sydney, NSW 2000,
     Australia for a period of fourteen days from the Completion Date to enable
     the Purchaser and/or such nominee to continue the Businesses at no cost to
     the Purchaser and/or such nominee provided  that this licence to occupy
     does not (save as provided in Clause 4.10) constitute a lease of such
     properties or impose any liability on the Purchaser, BARRA or such nominee.

4.10 If the Purchaser continues to occupy any of the properties referred to in
     Clause 4.9 after such period of 14 days, the Purchaser undertakes to
     reimburse the relevant Vendor for the cost of such occupation calculated by
     reference to floor space occupied as a proportion of total floor space

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     and rental cost of such property occupied by the Vendors. In any event the
     occupation of such properties by the Purchaser shall cease on the date
     falling 2 months after the Completion Date.

5.  NO ASSUMPTION OF LIABILITIES


5.1 Subject to this Clause 5 and Clauses 11.4, 12 and 14 and except for the
    Accepted Liabilities, no member of the Purchaser Group shall assume
    liability for any debts, claims or liabilities incurred or intimated to any
    Vendor in relation to the Businesses or the Assets and each Vendor shall at
    all times indemnify and keep the Purchaser Group fully indemnified and
    shall hold the Purchaser Group harmless from and against all such debts,
    claims and liabilities and all costs and expenses in relation thereto.

5.2 Notwithstanding any other provision of this Agreement, the Purchaser
    undertakes to indemnify and keep indemnified the Vendors from and against
    the Accepted Liabilities;

5.3 Notwithstanding any other provision of this Agreement, but subject to the
    Deed of Indemnity, the Purchaser and BIL undertake to indemnify and keep
    indemnified the Vendors from and against all costs, claims, liabilities and
    expenses incurred by the Vendors in connection with the Properties in
    respect of the period after the Effective time.

6.  WARRANTIES


6.1 The Vendors jointly and severally warrant to the Purchaser Group that:- 

    6.1.1     subject only to the matters disclosed in the Execution Disclosure
              Letter, each of the Warranties (other than any warranty set out
              in Part IX which is expressed to be  given only at Completion) is
              true and accurate as at the date of this Agreement; and

    6.1.2     to the intent that the Warranties are deemed to be repeated on
              the Completion Date (and the Vendors hereby agree to such

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              repetition), subject only to the matters disclosed in the
              Completion Disclosure Letter, each of the Warranties is true and
              accurate as at the Completion Date.

6.2 The aggregate liability of the Vendors pursuant to the Warranties shall be
    limited as follows:-


    6.2.1     the amount of any successful claim against any Vendor under the
              Warranties once settled shall be deemed to constitute a reduction
              in the price payable by the Purchaser for the Businesses and the
              Assets of the settled amount;

    6.2.2     the aggregate liability of the Vendors under the Warranties shall
              not exceed the Consideration  (less for the avoidance of doubt
              (i) the amount of any reduction in the purchase price pursuant to
              Clause 3 and Clause 11.6 and (ii) the amount of any Finally
              Determined Claims);

    6.2.3     the Vendors shall have no liability under the Warranties unless
              and until the aggregate liability of the Vendors thereunder
              exceeds L50,000 provided that in the event that the established
              amount of such claims exceeds L50,000 the Vendors shall be liable
              for the whole amount of such claims and not simply the excess
              over the said limit;

    6.2.4     the Vendors shall not be liable under the Warranties in respect
              of any single claim where the liability in respect of that claim
              does not exceed L5,000 and such liability shall be disregarded
              for all purposes provided that where the aggregate value of such
              claims exceeds L10,000, this limitation shall have no effect;

    6.2.5     no claim shall be brought by the Purchaser Group in respect of
              any breach of the Warranties unless notice in writing of such
              claim has been given to any Vendor not later than the expiration
              of a period

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              of 12 months from Completion.  The Vendors shall have
              no liability under such claim (save in so far as it has not been
              previously satisfied, settled or withdrawn) unless court
              proceedings in respect of it have commenced by being both raised
              and served on any Vendor or the Vendors' Solicitors within 24
              months from Completion;

6.3 The Vendors shall have no liability in respect of the Warranties to the 
    extent that the circumstances, facts or events giving rise to a claim 
    under this Agreement are disclosed in the Execution Disclosure Letter 
    and/or the Completion Disclosure Letter.

6.4 In the event that there is any disclosure made either in terms of Clause
    4.3.11 or in terms of the Completion Disclosure Letter which in the
    reasonable opinion of the Purchaser discloses any matter which is material
    to the Businesses the Purchaser shall be entitled to terminate this
    Agreement on or prior to the Completion Date and this Agreement shall be of
    no further force and effect save in respect of any breaches of this
    Agreement prior to the date of termination.

6.5 The Purchaser confirms to the Vendors that it has negotiated this Agreement
    in good faith.

6.6 The Vendors shall not be liable in respect of any claim for breach of any
    of the Warranties to the extent that:-

    6.6.1     the Purchaser Group has received compensation for the loss being
              the subject matter of the claim including any sums received from
              any policy of insurance.  Provided that nothing in this Agreement
              shall oblige the Purchaser Group to make any claim on any policy
              of insurance which would affect the costs of such insurance or
              the extent or nature of cover provided to a material extent in
              each case to the group of companies of which BARRA is the holding
              company as a whole.  Notwithstanding that the Purchaser Group may
              have been compensated by insurance in respect of any

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              claims the Purchaser Group shall be entitled to include in its 
              claim for breach of warranties the cost of any increased premiums 
              resulting from making the claim under the insurance; or

    6.6.2     such claim arises or is increased by any failure of the Purchaser
              Group to mitigate any loss which gives rise to such claim in
              accordance with Clause 6.10.


6.7  The Vendors shall not be liable in respect of any claim for breach of any
     of the Warranties if, and to the extent that, a provision or liability in
     respect of the specific matter giving rise to such claim has been fully
     disclosed and identified in the Completion Balance Sheet and/or listed as
     an Accepted Liability.

6.8  The Purchaser shall in respect of any breach of the Warranties give
     notice in writing of such claim (including reasonable details of each
     event, matter or default which give rise to the claim, the breach that
     results and, if possible, an estimate of the amount claimed) to any
     Vendor or the Vendor's solicitors.

6.9  The Purchaser admits and acknowledges that it has not entered into this
     Agreement in reliance upon any warranties, representations, covenants,
     undertakings, indemnities or other statements whatsoever other than those
     expressly set out in this Agreement and the Purchaser acknowledges that
     the Vendors have not given any such warranties, representations,
     covenants, undertakings, indemnities or other statements.

6.10 The Purchaser undertakes to use all reasonable endeavours to mitigate its
     loss in respect of any breach by the Vendors of any of the Warranties and
     the terms of Clauses 10.1 and 13.5.

6.11 Save as expressly provided in this Agreement, the Purchaser shall not be
     entitled to exercise  any right of retention and any sum or amount
     payable to the Vendors (or any of them) pursuant to this Agreement shall

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     be paid by the Purchaser on the due date to the Vendors in full without
     any retention.

6.12 The Vendors shall not be liable in respect of any claim for breach of any
     of the Warranties if, and to the extent that, such claim would not have
     arisen but for, or is increased by, any act after Completion carried out
     or occurring at the instance of or with the written consent of the
     Purchaser or any company controlled by the Purchaser or by any person or
     persons controlling the Purchaser which is outwith the ordinary course of
     the Businesses (as the same were carried on prior to the date of signing
     of this Agreement) unless such acts are in implement of any existing
     contractual obligation or commitment assumed by the Purchaser pursuant to
     the terms of this Agreement.

6.13 The Vendors shall not be liable in respect of any claim for breach of any
     of the Warranties where the liability which is the subject matter of such
     claim is contingent only, unless and until such contingent liability
     becomes an actual liability which for the avoidance of doubt may be when
     such a claim becomes a Finally Determined Claim.

7.   ACCESS TO INFORMATION


7.1  If and when reasonably requested by the Purchaser the Vendors shall allow
     access after Completion to the Purchaser and its duly authorised
     representatives at all reasonable times upon reasonable prior notice to
     all such books, documents and information not delivered to the Purchaser
     under this Agreement and to the Vendors' directors and the Vendors will
     procure access for the Purchaser to the Vendors' advisers at reasonable
     times and upon reasonable prior notice, all as the Purchaser may
     reasonably require in relation to the Businesses and the Assets and/or
     the Transferred Employees and/or any matter connected therewith
     including, for the avoidance of doubt, the Retained Records, and afford
     the 

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     Purchaser and its duly authorised representatives the opportunity to
     take, at the Purchaser's expense, copies thereof, or extracts therefrom.

7.2  The Purchaser shall allow the Vendors access after Completion to the
     Records, and the Vendors shall, at their own cost, be entitled to take
     copies of any Records, but only so far as necessary to allow the Vendors
     to comply with their respective statutory obligations in relation to the
     preparation of (a) appropriate Corporation tax returns in respect of the
     financial year to 31st March 1998, (b) VAT returns (or their equivalent
     outwith the UK) and (c) statutory accounts in respect of the financial
     year to 31st March 1998.  Provided that the Vendors undertake to the
     Purchaser Group (in so far as they are able, having regard to their
     statutory disclosure obligations) to keep confidential and the Vendors
     shall procure that all their advisers who have access to any information
     gained pursuant to this Clause 7.2 shall keep confidential such
     information gained pursuant to this Clause 7.2.


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8.   THE DEBTS AND CREDITORS

8.1  With effect from the Completion Date, the Vendors shall hold the Debts in
     trust for the Purchaser.  During the period of 120 days from the
     Completion Date ("the Relevant Period"):-
              
     8.1.1    the Purchaser shall be appointed as agent for the Vendor and
              shall use all reasonable commercial endeavours (which shall
              include the periodical circulation of demand letters in
              accordance with good credit control practice) to collect the
              Debts substantially in accordance with the Purchaser's debt
              collection procedures and practices.  Any payment received from a
              debtor which is not allocated to a particular debt shall be
              allocated first to the earliest outstanding Debt of that debtor. 
              The Purchaser shall be entitled to retain for its own benefit the 
              proceeds of any of the Debts collected by it;

     8.1.2    the Purchaser shall within thirty days of the end of this period
              supply to the Vendors a statement in writing of the amount of the
              Debts remaining uncollected by the Purchaser.  The Vendors'
              Accountants shall be given reasonable access to the Purchaser's
              records of the Business for the purposes of ensuring that the
              provisions of this Clause have been observed and of verifying the
              statement;

     8.1.3    if at the end of this period any of the Debts have not been
              collected by the Purchaser (and the Purchaser has complied with
              it obligations under Clause 8.1.1), the Vendors jointly and
              severally undertake to pay to the Purchaser within 14 days after
              delivery of the statement referred to in Clause 8.1.2 a cash sum
              by way of

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              electronic funds transfer equal to the nominal value of
              the Debts not so collected ("the Remaining Debts");

     8.1.4    subject to compliance by the Vendors with sub-clause 8.1.3, the
              Vendors shall thereafter be entitled to collect the Remaining
              Debts provided that the Vendors will not institute any
              proceedings to collect such Debts without the prior written
              consent of the Purchaser, which consent will not be unreasonably
              withheld;


8.2  Each Vendor acknowledges that the Purchaser will continue to trade with
     the Vendors' creditors, and undertakes to the Purchaser to apply the cash
     resources resulting from the sale hereunder in the following order (save
     where any Vendor validly disputes any such amounts):-

     8.2.1    first, immediately such creditors fall due for payment, to
              secured creditors and to preferential creditors (within the
              meaning of Section 386 of and Schedule 6 to the Insolvency Act
              1986) (including all amounts due to employees);

     8.2.2    second, within 75 days of Completion or, if earlier, as soon as
              they fall due in settlement of the liabilities to other
              creditors.
                   
8.3  If any Vendor receives from any person who is also a debtor of the
     Purchaser any amounts which ought to have been paid or were intended to
     be paid to the Purchaser, such Vendor shall immediately account to the
     Purchaser in respect of such sum.


9.   POST-COMPLETION UNDERTAKING
     
9.1  Each of the Covenantors undertakes to the Purchaser Group that:-


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     9.1.1    he/it will not during the Restricted Period and within the 
              Prohibited Area either solely or jointly or in partnership or 
              association with or as a director, agent, consultant or 
              representative of or for any other person, firm or company carry
              on any business competing directly or indirectly with the 
              Businesses, provided that nothing contained in this
              Clause 9.1.1 shall preclude any Vendor from holding any shares or
              loan capital comprising less than 5% of the class concerned then 
              in issue in any company competing with the Businesses whose shares
              are listed or dealt in on a recognised investment exchange;

     9.1.2    he/it will not during the Restricted Period and within the
              Prohibited Area directly or indirectly knowingly canvass, solicit
              or interfere with or endeavour to canvass, solicit or interfere
              with, either on its own behalf or for any other person, firm,
              company or other undertaking competing with the Businesses the
              custom of any person, firm, company or other undertaking in
              competition with any of the Businesses who at any time during the
              period of twelve months prior to the Completion Date was a
              customer of, or in the habit of dealing with, the Businesses;
                   
     9.1.3    he/it will not during the Restricted Period directly or
              indirectly disrupt or attempt to disrupt any supply of any
              products or services (including the supply of information and
              data) to the Purchaser for the purposes of any of the Businesses; 
                   
     9.1.4    he/it will not during the Restricted Period either on its or his
              own behalf or for any other person, firm, company or other
              undertaking directly or indirectly solicit or endeavour to entice
              away from the Businesses any Transferred Employee;
              
     9.1.5    he/it will not following the Completion Date, directly or
              indirectly, divulge or make use of any Confidential Information
              (and will use

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              reasonable endeavours to procure that such Confidential 
              Information is not used or disclosed in any way), unless ordered 
              to do so by a court of competent jurisdiction or proper 
              regulatory authority;

     9.1.6    he/it shall not following the Completion Date represent
              himself/itself as being in any way connected with the Businesses;
              and
              
     9.1.7    he/it will not at any time after the Completion Date carry on any
              business under any of the Names or any name similar thereto.

     9.1.8    he/it will procure that UK will remain in existence as a legal
              entity capable of performing its obligations in terms of this
              Agreement until at least the First Retention Release Date and
              Asia will remain in existence as a legal entity capable of
              performing its obligations in terms of this Agreement until the
              date which is at least 60 days after the Effective Time;

9.2  Each Covenantor shall promptly refer to the Purchaser all enquiries
     relating to the Businesses and assign to the Purchaser (or such member of
     the Purchaser Group as the Purchaser shall nominate) all orders relating
     to the Businesses, including enquiries or orders for any stocks, books,
     data and other products sold in connection with the Businesses, which any
     Vendor may in future receive.


9.3  It is agreed that, whilst the restrictions set out in Clause 9.1 are
     considered by the parties to be fair and reasonable, having regard in
     particular to first, the necessity to protect the Goodwill, secrets and
     customer connections of the Businesses and secondly, to the amount of the
     consideration payable by the Purchaser pursuant to this Agreement, if it
     should be found that any of such restrictions is void for any reason and
     if by altering or deleting part of the wording or substituting shorter
     periods of time or a different geographical limit or more restricted
     ranges of activities

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     it would not be void then there shall be made such alteration or deletion
     or be substituted such less extensive periods and/or limit and/or 
     activities as shall render the relevant restriction valid and enforceable.

9.4  Each Vendor will render to the Purchaser Group such assistance, at the
     expense of the Purchaser Group, as the Purchaser Group may reasonably
     require to establish:-


     9.4.1    that such restrictions are such as to come within section 21(2),
              Restrictive Trade Practices Act 1976; and

     9.4.2    to the Restrictive Practices Court that such restrictions are in
              the public interest and valid.

10.  TRANSITIONAL PROVISIONS

10.1 Having regard always to the Purchaser's duty to mitigate its loss
     pursuant to Clause 6.10, if after Completion any claim or dispute arises
     relating to matters pertaining to a period prior to Completion with any
     person arising in connection with the Businesses or any of the Assets,
     such claim or dispute shall be referred to the Purchaser for resolution
     in such manner as may be determined by the Purchaser in consultation with
     the Vendors (both parties acting reasonably).  Each of the Purchaser and
     the Vendors hereby agrees to take all action reasonably requested of it
     by the other to secure the smooth transition of the Businesses and the
     Assets from the Vendors to the Purchaser Group and the smooth and timeous
     implementation of all other aspects of the transaction regulated by this
     Agreement.

10.2 On or as soon as is practicable after Completion the Vendors will if so
     requested by the Purchaser and jointly with the Purchaser arrange for the
     despatch at the Purchaser's cost to all or any past and present customers
     of the Businesses selected by the Purchaser of a circular in the agreed
     terms announcing the sale by it of the Businesses and introducing the

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     Purchaser as its successor and the Vendors shall take all such other
     steps as the Purchaser may require (at the Purchaser's cost) in order
     that the Purchaser may obtain the full benefit of the goodwill of the
     Businesses.

10.3 Subject to the provisions of this Clause, UK hereby undertakes to
     continue, for a period of up to 6 months after the Completion Date to
     publish and issue (for the purposes of the Financial Services Act 1986)
     to the Purchaser free of charge in respect of such publication but
     without prejudice to the remaining provisions of this Clause, for
     distribution by the Purchaser the publications known as "The Inside
     Track" and "Equity Selector" ("the Investment Publications") in the same
     manner in which it has published them prior to the Effective Time.  The
     Purchaser undertakes to make available to UK the staff and all other
     support necessary to enable UK to perform its obligations in terms of
     this Clause.  UK and the Purchaser agree that all revenues from
     publication of the Investment Publications shall be the property of the
     Purchaser.  UK shall account to the Purchaser in respect of any of such
     revenues received by it (although it is agreed that the Purchaser will
     invoice the same to subscribers).  The Purchaser hereby undertakes to
     indemnify and keep indemnified, UK from and against (a) all costs
     reasonably incurred by it in connection with the issue of the Investment
     Publications pursuant to the arrangements set out in this Clause after
     the Effective Time and (b) all costs, claims, losses and expenses of
     whatsoever nature and howsoever arising after the Effective Time  which
     may be incurred by UK as a result of any claim made against it by any
     person which relates to the Investment Publications (or either of them),
     or the contents thereof.  The arrangements contained in this Clause shall
     continue until such time as the Purchaser or any company nominated by it
     has been admitted to membership of the Personal Investment Authority or
     any successor body or other appropriate regulatory body in terms of the
     Financial Services Act 1986, or until the date falling six months after
     the Completion Date, whichever is first to occur.

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10.4 With effect from the date hereof the Vendors shall use all reasonable
     endeavours to procure that the lease of the property at 14 Mohamed Sultan
     Road, #03-01 Singapore 238963 is assigned, novated or sub-let to the
     relevant Transferred Employee presently occupying such property

11.  CONTRACTS
     
11.1 The Vendors and the Purchaser agree the following in relation to the
     Contracts:-

     11.1.1   The Vendors and the Purchaser shall use their respective
              reasonable endeavours to obtain the consent of any third party
              whose consent is required to any assignation or novation of any
              Contract (other than the Customer Contracts and any of the
              Contracts which have already been assigned or novated to the
              Purchaser to the Purchaser's satisfaction) after Completion and
              the Vendors and the Purchaser shall, subject to such consent,
              effect or join in such an assignation or novation.  In so far as
              (a) the benefit or burden of any of the Contracts (other than the
              Customer Contracts) cannot be effectively assigned to the
              Purchaser except by an agreement of or novation with, or consent
              or agreement to the assignation or novation from any person, firm
              or company, unless and until the relevant Contract  shall be
              novated or assigned as aforesaid or (b) any Contract shall prove
              incapable of assignation or novation, each Vendor shall hold the
              benefit of the same in trust for the Purchaser and each Vendor
              agrees that the Purchaser shall carry out such Contract as
              sub-contractor of such Vendor on the same terms and conditions as
              apply to the Contract in question and shall be entitled to
              invoice and receive payment from the other party to the Contract
              directly to the intent that the Vendor should receive no payment
              in respect of the Contract in question in relation to the period
              following Completion;


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     11.1.2   In relation to the Customer Contracts, each Vendor shall hold the
              benefit of the same in trust for the Purchaser and each Vendor
              agrees that the Purchaser shall carry out such Customer Contract
              as sub-contractor of such Vendor on the same terms and conditions
              as apply to the Customer Contract in question and shall be
              entitled to invoice and receive payment from the other party to
              the Customer Contract directly to the intent that during the
              period subsequent to Completion the Vendor should receive no
              payment in respect of the Customer Contract in question in
              relation to the period following Completion;  

     11.1.3   Without prejudice to Clause 11.4, the Purchaser shall indemnify
              and keep indemnified each Vendor against all losses, claims,
              costs, damages, expenses and liabilities whatsoever and howsoever
              arising after Completion in relation to the acts or omissions of
              the Purchaser as sub-contractor of a Vendor under Clauses 11.1.1
              and 11.1.2.  Each Vendor will, at the Purchaser's request, give
              to the Purchaser such assistance as the Purchaser may reasonably
              require to enable it to enforce any Contract against the other
              party to such Contract;

11.2 Each Vendor undertakes to remit within 7 days of receipt to the Purchaser
     any sums it may receive which, in terms of Clause 11.1, should have been
     received by the Purchaser and to indemnify the Purchaser in respect of
     any loss, claim, cost, charge or liability which it may incur as a result
     of the Vendor not complying with the terms of Clause 11.1;

11.3 Each Vendor and the Purchaser shall, if the Purchaser so elects, as soon
     as practicable after the Completion Date send a notice to each of the
     other parties to the Contracts advising them that the benefit of the
     Contracts is vested in the Purchaser.

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11.4 Notwithstanding any other provision of this Agreement, the Purchaser
     undertakes to indemnify and keep indemnified the Vendors against any
     cost, claim or liability incurred by any of the Vendors arising out of or
     in relation to the Contracts, where such cost, claim or liability has
     arisen during, or is referable to,  the period after the Effective Time
     provided that the Purchaser's indemnity in terms of this Clause shall not
     apply to the extent that any cost, claim or liability is incurred by any
     of the Vendors as a result of or in connection with:-

     11.4.1   any act or omission of any of the Vendors in relation to the
              performance of the Contracts prior to the Effective Time;

     11.4.2   any breach or failure to perform by any of the Vendors any of the
              terms of the Contracts in the period up to Completion or in
              respect of the period after Completion if it ought to have been
              foreseeable by the Vendors that any of such Contracts would not
              be capable of being performed following Completion;

     11.4.3   any matter which is a breach by any of the Vendors of any of the
              warranties set out in paragraph 13 of Part IX of the Schedule.

11.5 The Vendors hereby jointly and severally undertake to indemnify and keep
     indemnified the Purchaser from and against all losses, claims, costs,
     damages, expenses and liabilities whatsoever and howsoever arising or
     referable to the period up to the Effective Time in relation to the
     Contracts or any of them.

11.6 

     11.6.1   Subject to the provisions of this Clause 11.6, in the event that,
              subsequent to Completion, the Purchaser enters into contracts or
              arrangements in connection with the Businesses (each such
              contract or arrangement being hereinafter referred to in this
              Clause 11.6 as a "New Contract") with (a) Reuters Limited
              ("Reuters") (or any of its associated companies) which is

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              equivalent in nature to the arrangements currently in existence
              between Reuters and UK under or pursuant to the Existing Reuters
              Agreement (and any agreement entered into whereby Reuters or any
              of its associated companies is provided with data equivalent in
              nature to data provided under the arrangements currently in
              existence and any additional data items (including full broker
              data) shall be deemed to be an agreement which is equivalent in
              nature to such arrangements currently in existence) and/or (b)
              any of the parties listed in Clause 2.2 of the Existing Reuters
              Agreement where such contract is of the type prohibited by Clause
              2.2  of the Existing Reuters Agreement:-

              11.6.1.1. (a)  on the date which is the earlier to occur of (1)
                             the entering into of a New Contract or New
                             Contracts, the revenue from which, on the
                             application of the following formula is sufficient
                             to result in the Purchaser's Release (as
                             hereinafter referred to) being zero and (2) 31st
                             March 1998 (such date being referred to as "the
                             Calculation Date") an amount (if any) (to be known
                             as the "Purchaser's Release") shall be calculated
                             by reference to the following formula, and the
                             Purchaser's Release together with interest accrued
                             thereon, shall be released from the Retention Fund
                             to the Purchaser's Solicitors on behalf of the
                             Purchaser (provided that for the avoidance of
                             doubt and notwithstanding the calculation, the
                             Purchaser's Release shall not be less than zero):-

              
                                  the Purchaser's Release = 
                                  (1.94 x (245,000 - A)) - (B x C) + D
                                                            -----
                                                             365
                        
                                  where: A equals the aggregate of (i) the
                                  aggregate amount of revenue ("the Fixed

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                                  Amount") expressly contracted for to be
                                  received by the Purchaser in respect of any
                                  New Contract during the period of 12 months
                                  commencing on the date on which such New
                                  Contract commenced and (ii) the aggregate
                                  amount of revenue ("the Estimated Amount")
                                  which the Purchaser can reasonably expect to
                                  receive in respect of each such New Contract
                                  in excess of the appropriate proportion of
                                  the Fixed Amount attributable to such New
                                  Contract during the period of 12 months
                                  commencing on the date on which such New
                                  Contract commenced, which Estimated Amount in
                                  respect of such New Contract will be as
                                  agreed between the Purchaser and the Vendors'
                                  Representative (both parties acting
                                  reasonably in relation to such agreement)
                                  provided that in the event that the Purchaser
                                  and the Vendors' Representative are unable to
                                  agree the appropriate proportion of the
                                  Estimated Amount attributable to any such New
                                  Contract, the Purchaser's Release shall be
                                  calculated on the basis of the Fixed Amount
                                  and such proportion of the Estimated Amount
                                  which has been agreed and the provisions of
                                  paragraph 11.6.1.1 (b) shall thereafter
                                  apply;
                        
                                  B equals the amount of revenue earned under 
                                  Generally Accepted Accounting Principles by
                                  the Vendors and by the Purchaser in respect
                                  of the  Existing Reuters Agreement during the
                                  period of 12 months ending on the earlier of

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                                  (a) the date on which a new agreement is
                                  entered into with Reuters or any of its
                                  associated companies which is a New Contract
                                  and (b) 13th March 1998 or the sum of
                                  L245,000, whichever is the lesser amount;
                        
                                  C equals the number of days which elapse
                                  between the Completion Date and the
                                  Calculation Date; and 
                        
                                  D equals the cost to the Purchaser which is
                                  directly attributable to replacing the data
                                  which is provided to the Vendors pursuant to
                                  the Existing Reuters Agreement.
                        
     11.6.1.1 (b)  In the event that the Purchaser and the Vendors'
                   Representative are unable to agree any proportion of
                   the Estimated Amount as set out in paragraph (a) above,
                   on the First Retention Release Date the formula
                   applicable to the Purchaser's Release shall be applied
                   with the intent that A equals the aggregate of the
                   actual amount of revenue received by the Purchaser in
                   respect of any New Contract during the period from the
                   date on which such New Contract commenced until the
                   First Retention Release Date, provided that (i) in the
                   event that the period from the date on which such New
                   Contract commenced to the First Retention Release Date
                   exceeds 12 months the applicable figure for such New
                   Contract shall be the amount of revenue received during
                   the first 12 months following the date on which such
                   New Contract commenced  and (ii) in

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                   the event that the period from the date on which such New 
                   Contract commenced to the First Retention Release Date is 
                   less than 12 months the applicable figure for such New 
                   Contract shall be the aggregate of (1) the amount of 
                   revenue received during such period (after deduction of 
                   the appropriate proportion of the Fixed Amount 
                   attributable to such New Contract for such period) 
                   grossed up on a pro rata basis so as to represent a 
                   figure for the 12 month period from the date on which 
                   such New Contract commenced and (2) the appropriate 
                   proportion of the Fixed Amount attributable to such New 
                   Contract.  As soon as the foregoing calculation has been 
                   carried out the resultant figure shall be deducted from 
                   the amount of the Purchaser's Release as calculated in 
                   accordance with Clause 11.6.1.1(a) and the balance shall 
                   be paid as soon as practicable by the Purchaser to the 
                   Vendors' Solicitors together with interest on such sum, 
                   at the rate which would have accrued on such sum had it 
                   been retained in the Retention Fund, until paid.
                        
     11.6.2   In the event that no New Contract is entered into on or before
              31st March 1998 ("the End Date"), on 1st April 1998 or as soon as
              practicable thereafter an amount (if any) (to be known as the
              "End Release") shall be calculated by reference to the following
              formula, and the End Release together with interest accrued
              thereon, shall be released from the Retention Fund to the
              Purchaser's Solicitors on behalf of the Purchaser (provided that
              for the avoidance of doubt and notwithstanding the calculation,
              the End Release shall never be less than zero):-


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                   the End Release = (1.94 x 245,000) - (B x C) + D
                                                         -----
                                                          365
       
                   where:  B equals the amount of revenue earned under Generally
                   Accepted Accounting Practice by the Vendors and by the 
                   Purchaser in respect of the  Existing Reuters Agreement 
                   during the period of 12 months ending on the End Date, or the
                   sum of L245,000, whichever is the lesser amount; 
     
                   C equals the number of days which elapse between the 
                   Completion Date and the End Date; and

                   D has the same meaning as in Clause 11.6.1.

     11.6.3   The Purchaser undertakes to the Vendors that it shall use all
              reasonable commercial endeavours, and shall act in good faith
              with a view to agreeing and entering into a New Contract on arms'
              length terms, the terms of which are (specifically in relation to
              the amount of revenue payable to the Purchaser, or any of its
              associated companies, in connection therewith) no less favourable
              than the terms of the Existing Reuters Agreement, provided that
              the Purchaser shall not be obliged to enter into any New Contract
              which after such negotiations is offered on terms which would
              result either in the Intellectual Property rights of the
              Purchaser in any data being  diminished (save through the grant
              by the Purchaser of a non-exclusive licence of data) or in the
              Purchaser accepting obligations (including indemnity obligations)
              which are more onerous than those currently accepted by BARRA
              generally in connection with similar contracts in its business.  

     11.6.4   The Purchaser agrees and undertakes that if any associated
              company of the Purchaser  enters into a contract which is a New
              Contract on or before 31st March 1998 the Purchaser shall notify


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              the Vendors' Representative forthwith and such contract shall be
              deemed to be a New Contract for the purposes of the calculations
              to be made pursuant in Clause 11.6.1.

                                           
     11.7.1   The Purchaser undertakes to the Vendors that it shall use all
              reasonable commercial endeavours, and shall negotiate in good
              faith with the other party to each of the Third Party
              Distribution Agreements (other than the Existing Reuters
              Agreement), with a view to completing the assignation or, if
              relevant, the novation in favour of the Purchaser (or any of its
              associated companies) of each of the Third Party Distribution
              Agreements on or before the Assignation Date.

     11.7.2   in the event that any of the Third Party Distribution Agreements
              have not been assigned or novated in favour of the Purchaser,
              otherwise than as a result of the Purchaser's failure to comply
              with its obligations pursuant to clause 11.7.1 on or prior to the
              Assignation Date (any such Third Party Distribution Agreement
              being hereinafter referred to in this Clause 11.7.2 as an
              "Outstanding Contract"), as soon as practicably possible
              thereafter an amount calculated by reference to the following
              formula (subject to a maximum aggregate amount of L40,000)
              together with interest accrued thereon, shall be released from
              the Retention Fund to the Purchaser's Solicitors on behalf of the
              Purchaser:-

              (1.94 x A) - B

              where: A equals the sum of the amounts set out in Part II C of
              the Schedule opposite the details of the Outstanding Contracts;

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              B equals the aggregate amount of revenue actually received by the
              Purchaser in respect of the Outstanding Contracts during the
              period after Completion up to (and including) the Assignation
              Date;

     11.7.3   In the event that any of the Third Party Distribution Agreements
              have not been assigned or novated in favour of the Purchaser
              prior to the Assignation Date as a result of the Purchaser's
              failure to comply with its obligations pursuant to Clause 11.7.1
              (any such Third Party Distribution Agreement being hereinafter
              referred to in this Clause 11.7.3 as an "Exempt Contract"), the
              provisions of Clauses 11.7.2 shall have effect, save that the
              amount set out in Part II C of the Schedule opposite the name of
              any Exempt Contract shall be excluded from the calculation of
              "A", for the purposes of the formula set out in Clause 11.7.2.

11.8 Each of the Vendors and the Purchaser shall give to the other full access
     to all of their/its working papers, books and records to enable the other
     to verify any amounts to be included in any of the formulae set out in
     Clauses 11.6 and 11.7.  In addition, the Vendors and the Purchaser
     undertake to act in good faith with a view to agreeing any sums to be
     released from the Retention Fund (or as they may otherwise direct)
     pursuant to Clause 11.6 and/or Clause 11.7.

12.  APPORTIONMENT AND ACCEPTED LIABILITIES 

12.1 All amounts payable or receivable in respect of the Businesses and the
     Assets  in respect of rates, rent, gas, water, electricity and telephone
     charges shall, unless otherwise agreed, be apportioned between the
     Vendors and the Purchaser as at the Effective Time on a day-to-day basis
     or, in relation to amounts which are specifically referable to the extent
     of use of any property, services or rights, according to the extent of
     such use.

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12.2 The settlement of all amounts owing by any Vendor to the Purchaser and
     vice versa under Clause 12.1 shall be settled in cash between the parties
     as soon as practicably possible after, and in any event within 15
     Business Days of, the Completion Date.

12.3 Where any amounts fall to be apportioned under this Agreement, each
     Vendor and the Purchaser shall provide each other with full details of
     the apportionments, together with supporting vouchers or similar
     documentation, and in the absence of dispute the appropriate payment
     shall be made by or to the Vendors forthwith. If the amount of any
     apportionment is in dispute, the provisions of the Disputes Clause shall
     apply for resolving the dispute and the amount determined in accordance
     with that clause shall be paid within 14 days of the determination,
     together with interest calculated on a daily basis (as well after as
     before judgement, from the Completion Date until the date of actual
     payment, at the rate of four per cent per annum above the base rate from
     time to time of the Clydesdale Bank plc). The Vendors and the Purchaser
     agree that a certificate signed by an authorised official of the
     Clydesdale Bank plc shall be sufficient, in the absence of manifest
     error, to fix and ascertain conclusively the base rate of the Clydesdale
     Bank plc from time to time prevailing.

12.4 Cash received by the Vendors related to the Advance Receipts shall belong
     to the Vendors and shall not be apportioned in accordance with the terms
     of Clause 12.1;

12.5 The Accepted Liabilities are the liability of the Purchaser and shall not
     be apportioned in accordance with the terms of Clause 12.1;

12.6 The Accepted Liabilities shall be (i) the Signing Liabilities save in so
     far as the same may have been discharged prior to Completion and (ii) the

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     Additional Liabilities.  The Additional Liabilities shall be such
     additional liabilities of the Vendors in connection with the Businesses
     as the Vendors incur in the ordinary course of business of the Businesses
     in the period between the date of calculation of the Signing Liabilities
     and the Effective Time provided that to the extent that the Accepted
     Liabilities and Unearned Revenue at the Effective Time together exceed
     L2,900,000 the Purchaser shall not accept liability therefor.   The
     amount of the Accepted Liabilities and Unearned Revenue at the Effective
     Time shall be included in the Completion Balance Sheet.


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13.  CREDITORS AND LIABILITIES

13.1 Except for the Accepted Liabilities, nothing in this agreement shall make
     the Purchaser liable in respect of anything done or omitted to be done
     prior to the Effective Time by any Vendor and the Vendors shall jointly
     and severally indemnify the Purchaser in respect of any liability (which
     liability shall include, without limitation, all losses, costs, claims,
     expenses, damages, legal and other professional fees and expenses on a
     solicitor and own client basis) which it may incur as a result of
     anything so done or omitted to be done;

13.2 The Vendors shall promptly discharge the Creditors and notwithstanding
     completion of the purchase of the Businesses shall be responsible for all
     debts payable by and claims outstanding against it at the Effective Time
     including all wages, sums payable under taxation statutes, rent and other
     expenses (but excluding the Accepted Liabilities).

13.3 In addition to Clause 13.2:-

     13.3.1   the Vendors shall remain liable for claims by third parties in
              respect of any service supplied by any Vendor or any act or
              omission of any Vendor prior to the Effective Time or arising
              from defective products or parts of products produced by any
              Vendor, even if the defective products or parts were sold by the
              Purchaser;

     13.3.2   upon becoming aware of any such claim the Vendors will promptly
              give notice of it to the Purchaser and shall not take any steps
              which might reasonably be expected to damage the commercial
              interests of the Purchaser without prior consultation with the
              Purchaser;


     13.3.3   the Vendors shall indemnify the Purchaser against claims by third
              parties ("Defect Claims") arising from defective products which

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              may be brought against the Purchaser which relate to the products
              supplied by the Vendors prior to the Effective Time

     13.3.4   the Vendors shall indemnify the Purchaser against claims by third
              parties in respect of the cancellation or termination (other than
              a cancellation pursuant to a subscriber's right to cancel a new
              subscription for TED in book format within 21 days of receiving
              the first edition delivered pursuant to such new subscription) of
              any of the Contracts within the terms of such Contracts where
              such right of cancellation or termination arises otherwise than
              as a result of any act or omission of any member of the Purchaser
              Group after the Effective Time including without limitation the
              refund of any monies paid to any of the Vendors in connection
              with such Contracts.

     provided that the Vendors' liability in respect of any claims by third
     parties in terms of Clause 13.3.1 and in respect of any such Defects
     Claim in terms of Clause 13.3.3 shall be reduced to the extent that UK
     would have had a valid claim against BARRA in respect of the subject
     matter of such claim or Defects Claim under the agreement between UK and
     BARRA dated 18th January 1995 but for the assignation of such agreement
     to the Purchaser pursuant to this Agreement.

13.4 The liability of the Vendors under Clause 13.3.1 shall extend to any
     settlement of a claim (including costs) made with the approval of the
     Vendors;

13.5 Subject to the obligation of the Purchaser to mitigate its loss pursuant
     to Clause 6.10 if the Purchaser considers that it is desirable to take
     preventative action with a view to avoiding claims under Clause 13.3.1
     the Vendors shall bear the reasonable incurred cost of that action;

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13.6 The Purchaser shall be entitled to perform the obligations of the Vendors 
     to meet warranty or other claims of customers arising as a result of 
     transactions carried out by the Vendors prior to the Effective Time, 
     insofar as the same are required by the Vendors' standard conditions of 
     sale, copies of which have been produced to the Purchaser.  The Vendors 
     shall reimburse to the Purchaser on a monthly basis the direct costs 
     incurred by the Purchaser in carrying out its obligations under this 
     sub clause provided that the Vendors' liability in terms of this Clause
     in respect of any such Defects Claim shall be reduced to the extent
     that UK would have had a valid claim against BARRA in respect of the
     subject matter of such Defects Claim under the agreement between UK and 
     BARRA dated 18th January 1995 but for the assignation of such agreement to
     the Purchaser pursuant to this Agreement;
              
14.  EMPLOYEES

14.1 UK EMPLOYEES

     14.1.1   The Vendors and the Purchaser acknowledge and agree that,
              pursuant to the Regulations, the contracts of employment between
              each Vendor and the UK Employees (save insofar as such contracts
              relate to any occupational pension scheme) will have effect after
              the Effective Time as if originally made between the Purchaser
              and the respective UK Employee and that the purchase of the UK
              Business and the Assets in the United Kingdom is governed by the
              Regulations.

     14.1.2   The Vendors and the Purchaser acknowledge and agree that pursuant
              to the Regulations, the Vendors shall as may be required by
              regulation 10 of the Regulations inform and consult with the
              trade union and/or other elected representatives of the  UK
              Employees long enough before the Effective Time, in compliance
              with its obligations under the said regulation and the Purchaser

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              shall promptly provide to the Vendors in writing and the Vendors
              shall promptly provide to the Purchaser in writing such
              information as shall enable the other to carry out its duties
              under said regulation and each party shall enable the other to
              carry out its duties under said regulation and each party
              undertakes to the other to comply with its obligations under the
              said regulation and the Vendors shall jointly and severally
              indemnify and keep indemnified the Purchaser Group on demand by
              the Purchaser Group against all costs, claims, protective awards
              (other than any protective award made against the Purchaser
              Group) made under regulation 11 of the Regulations, damages,
              expenses, legal fees on a solicitor and own client basis or any
              liabilities whatsoever and howsoever arising incurred or suffered
              by the Purchaser Group by reason of any failure of the Vendors to
              comply with its obligations under said regulation 10 (otherwise
              than as a result of any act or omission by the Purchaser Group).

     14.1.3   Upon or as soon as practicable after the Effective Time the
              Vendors and the Purchaser shall jointly communicate to the UK
              Employees a notice (in a form approved by the Vendors'
              Representative and the Purchaser) to the effect that their
              contracts of employment will take effect after the Effective Time
              as specified in Clause 14.1.1.

14.2 TRANSFER NOTICE AND HK EMPLOYEES


     14.2.1   As soon as practicable hereafter the parties will co-operate to
              publish, in accordance with the provisions of the Transfer of
              Businesses (Protection of Creditors) Ordinance (Cap 49 of the
              laws of Hong Kong), a notice in the agreed form.  The costs of
              publishing this notice are to be borne equally by the parties.


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     14.2.2   BIL shall offer employment to the HK Employees with effect from 
              the Effective Time on terms no less favourable than those on 
              which the HK Employees are employed by Asia immediately prior to 
              such time as such terms have been disclosed to the Purchaser by 
              the Vendors.  Asia shall procure that any such offer which has 
              not been accepted by an HK Employee within seven working days of
              the date of the offer shall be deemed to have lapsed.

     14.2.3    Not less than seven days prior to the Completion Date Asia shall
              give notice to the HK Employees (such notices to be in the agreed
              terms) terminating their employment with effect from the
              Effective Time and at the same time BIL shall give notice (such
              notice to be in the agreed terms) to such HK Employees offering
              them re-employment with BIL with effect from the Effective Time.

     14.2.4   The Vendors shall co-operate with BIL in endeavouring to
              encourage the HK Employees to take up employment with BIL in
              accordance with such offers of re-employment.

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14.3 USAV EMPLOYEES

     14.3.1   Prior to the Effective Time, USAV shall give notice to the USAV
              Employees (such notices to be in the agreed terms) terminating
              their employment as of the Effective Time and at the same time
              BARRA shall give notice (such notice to be in the agreed terms)
              to the USAV Employees offering them re-employment with BARRA with
              effect from the Effective Time.
     14.3.2   BARRA shall offer employment to the USAV Employees with effect
              from the Effective Time on terms no less favourable than those on
              which the USAV Employees are employed by USAV immediately prior
              to such time, as such terms have been disclosed to the Purchaser
              by the Vendors.

     14.3.3   The Vendors shall co-operate with BARRA in endeavouring to
              encourage the USAV Employees to take up employment with BARRA in
              accordance with such offers of re-employment, including entering
              into such employment agreements as may be requested by BARRA.


14.4 JAPAN EMPLOYEES

     14.4.1   BIJ shall offer employment to the Japan Employee with effect from
              the Effective Time on terms no less favourable than those on
              which the Japan Employee is employed by Asia immediately prior to
              such time as such terms have been disclosed to the Purchaser by
              the Vendors.

     14.4.2    Not less than seven days prior to the Completion Date Asia
              shall give notice to the Japan Employee (such notice to be in the
              agreed terms) terminating his employment with effect from the

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              Effective Time and at the same time BIJ shall give notice (such
              notice to be in the agreed terms) to such Japan Employee offering
              him re-employment with BIJ with effect from the Effective Time.

     14.4.3   The Vendors shall co-operate with BIJ in endeavouring to
              encourage the Japan Employee to take up employment with BIJ in
              accordance with such offer of re-employment.


14.5 SINGAPORE EMPLOYEES

     14.5.1    BIL shall offer employment to the Singapore Employees with
              effect from the Effective Time on terms no less favourable than
              those on which the Singapore Employees are employed by Asia
              immediately prior to such time.

     14.5.2   Not less than seven days prior to the Completion Date Asia and
              BIL shall jointly give to each of the Singapore Employees notice
              of the transfer of the Businesses to the Purchaser and
              terminating their employment (such notice to be in the agreed
              terms) BIL shall offer employment to all the Singapore Employees
              (such notices to be in the agreed terms).

     14.5.3   The Vendors shall co-operate with BIL in endeavouring to
              encourage the Singapore Employees to take up employment with BIL
              in accordance with such offers of re-employment.

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     14.5.3.  It is acknowledged and agreed by the Purchaser and BIL that after
              the date hereof and prior to the Effective Time, the remuneration
              of Jeremy Slade, one of the Singapore Employees, shall be
              increased by an amount sufficient to compensate him for the loss
              of the benefit in kind provided by Asia in the form of the
              provision of accommodation at 14 Mohamed Sultan Road, #03-01
              Singapore, 238963.


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14.6 AUSTRALIA EMPLOYEES

     14.6.1   BIL shall offer employment to the Australia employees with effect
              from the Effective Time on terms no less favourable than those on
              which the Australia Employees are employed by Asia immediately
              prior to such time;

     14.6.2   Not less than seven days prior to the Completion Date Asia shall
              give notice to the Australia Employees (such notice to be in the
              agreed terms) terminating their employment with effect from the
              Effective Time and at the same time BIL shall give notice (such
              notice to be in the agreed terms) to such Australia Employees
              offering them re-employment with BIL with effect from the
              Effective Time;

     14.6.3   Asia shall co-operate with BIL in endeavouring to encourage the
              Australia Employees to take up employment with BIL in accordance
              with such offer of re-employment.


14.7 ALL TRANSFERRED EMPLOYEES

     14.7.1   The Vendors jointly and severally undertake to procure that all
              wages and salaries together with relevant pension contributions,
              bonus payments (so far as the same are capable of being
              apportioned as at the Effective Time), tax, national insurance
              payments, and accrued holiday pay in respect of the Transferred
              Employees shall be (save for holiday pay which shall be included
              in the Completion Balance Sheet) apportioned between the Vendors
              and the members of the Purchaser Group which are to become the
              employers of the Transferred Employees or any of them as at the
              Effective Time and discharged by the Vendors in respect of the
              period ended on the Effective Time. 

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     14.7.2   Without prejudice to the generality of the indemnity contained in
              Clause 14.1.2, the Vendors shall jointly and severally indemnify
              and keep indemnified the Purchaser on demand by the Purchaser
              Group against all costs, claims, damages, expenses, legal fees
              (on a solicitor and own client basis) or any liabilities
              whatsoever and howsoever arising, incurred or suffered by the
              Purchaser Group by reason of or in relation to:-

              (a)  the termination by any Vendor before the Effective Time of
                   the employment of any person employed by the Vendors in
                   relation to the Business before the Effective Time;
                   
              (b)  any claim of whatsoever nature by any person employed by the
                   Vendors in relation to the Businesses on or before the
                   Effective Time arising out of or in relation to any act or
                   omission by any of the Vendors in relation to such person or
                   otherwise in relation to such person arising out of any act
                   or omission or circumstance occurring or arising on or
                   before the Effective Time including without limitation (1)
                   in respect of any contract of employment of any person
                   employed in the UK Business or any part thereof, which act
                   or omission is deemed to have been done by or in relation to
                   the Purchaser in accordance with Regulations 5 or 6 of the
                   Regulations and (2) any termination of the employment of any
                   of the Transferred Employees by any of the Vendors pursuant
                   to the terms of this Clause 14 save to the extent that such
                   claim would not have arisen or have increased as a result of
                   any of the Purchaser Group not having complied with their
                   respective obligations to offer employment to any of the
                   Transferred Employees in terms of this Clause 14.;

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              (c)  any claim by any person (other than any of the Transferred
                   Employees) that his contract of employment has effect after
                   the Effective Time as if originally made with the
                   appropriate member of the Purchaser Group;

     14.7.3   The Purchaser shall indemnify and keep indemnified the Vendors
              (on demand by the Vendors) against all costs, claims, damages,
              expenses and liabilities whatsoever and howsoever arising on or
              after the Effective Time incurred or suffered by the Vendors by
              reason of or in relation to any claim whatsoever by any
              Transferred Employee arising out of or in relation to any act or
              omission by the Purchaser Group in relation to such Transferred
              Employee after the Effective Time or otherwise arising out of any
              act or omission or circumstance occurring or arising after the
              Effective Time in relation to such Transferred Employee and/or in
              relation to the employment of any UK Employee in relation to the
              Businesses after the Effective Time save for (a) any protective
              awards against the Vendors or any of them made in terms of
              regulation 11 of the Regulations) and any similar award made
              against the Vendors in any jurisdiction outside the UK except
              where such awards have been made as a result of the Purchaser
              failing to provide the Vendors with information (as required in
              terms of regulation 10(3) of the Regulations) sufficient to allow
              the Vendors to comply with the provisions of regulation 10(2)(d)
              of the Regulations and (b) any sum paid or due to be paid by any
              of the Vendors under Clause 14.7.1);

     14.7.4   If any contract of employment of any employee in connection with
              the Vendors or the Businesses (other than the Transferred
              Employees) shall have effect as if originally made between the

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              Purchaser Group and such employee as a result of the provisions
              of Regulation 5 of the Regulations or otherwise:-

              (a)  the Purchaser Group may, upon becoming aware of the
                   application of Regulation 5 or other provision to any such
                   contract, terminate such contract forthwith; and


              (b)  the Vendors jointly and severally undertake to indemnify and
                   keep indemnified the Purchaser Group against any claims,
                   liabilities, demands, damages and reasonable costs and
                   expenses of any nature where appropriate on a solicitor and
                   own client basis arising out of such termination or
                   dismissal and against any sums payable to or on behalf of
                   such employee in respect of his employment following the
                   Effective Time;

     14.7.5   Without prejudice to Clause 14.7.3 following Completion the
              Purchaser or such other companies as BARRA shall nominate shall
              be entitled but not obliged to take advantage of the pension
              arrangements established for the Transferred Employees as
              disclosed to the Purchaser.

15.  GUARANTEE

15.1 PURCHASER'S GUARANTEE

     Subject to the provisions of Clause 15.2 and 15.3:-


     15.1.1   BARRA hereby irrevocably and unconditionally guarantees to the
              Vendors the due and punctual payment, discharge, performance and
              observance by the Purchaser Group (other than BARRA) of all its
              liabilities and obligations of whatever nature under this
              Agreement (as varied extended or renewed from time to time)

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              and undertakes with the Vendors that if and each time that the
              Purchaser Group (other than BARRA) shall be in default under this
              Agreement BARRA will on demand by the Vendors pay and discharge
              all liabilities and perform and observe all obligations of the
              Purchaser Group (other than BARRA) as if BARRA instead of the
              Purchaser Group (other than BARRA) were expressed to be the
              primary obligor, provided the Vendors first make a formal demand
              on the Purchaser Group (other than BARRA), however in respect of
              any further steps required to seek recovery of any such sums not
              paid BARRA hereby waives any right it may have of first requiring
              the Vendors to proceed against or claim payment from the
              Purchaser Group (other than BARRA);

     15.1.2   This guarantee is a continuing guarantee and shall remain in full
              force and effect until all liabilities and obligations of the
              Purchaser under this Agreement have been paid, discharged,
              performed or (as the case may be) observed;

     15.1.3   The Vendors may at any time without prejudice to their rights and
              remedies under or in connection with this Agreement (and without
              discharging or in any way affecting the liability of BARRA) grant
              to the Purchaser Group (other than BARRA) or any other person,
              time for the payment, discharge, performance or observance or any
              other indulgence and the obligations of BARRA hereunder shall not
              be affected by any act omission matter or thing whatever which
              but for this provision might affect such obligations or operate
              to release or otherwise exonerate BARRA;

15.2 The aggregate maximum liability of BARRA to the Vendors under and in
     terms of Clause 15.1 shall be the aggregate of the Consideration and the
     amount of the Accepted Liabilities.

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15.3 The liability of BARRA under and in terms of Clause 15.1 shall cease and
     determine on the First Retention Release Date save to the extent that any
     valid claim may have been made on BARRA under Clause 15.1 prior to or as
     at that date.

16.  ANNOUNCEMENTS

16.1 The Purchaser Group and the Vendors hereby acknowledge and accept that
     the Vendors have a statutory obligation to consult with the Transferred
     Employees prior to Completion and the Purchaser Group has an obligation
     to provide information to the Vendors on their intentions regarding the
     Transferred Employees to enable that consultation to take place, and the
     Vendors and the Purchaser Group confirm that they respectively will
     fulfil that statutory obligation. The Vendors shall at Completion make
     such announcements to the employees, agents, customers and suppliers of
     the Vendors as may be agreed between the Vendors and the Purchaser Group
     in writing;

16.2 Subject to the provisions of Clause 16.1, none of the Purchaser Group nor
     the Vendors shall make any press or media announcement or issue any press
     or media statement with respect to this Agreement or any matter contained
     herein without obtaining the prior written agreement of the others to the
     contents thereof and the manner of its presentation and publication;
     
16.3 The provisions of Clause 16.2 shall not apply to any announcement or
     circular required to be made or issued by the Purchaser or any member of
     the Purchaser Group so as to comply with its obligations to any
     regulatory authority in any jurisdiction or where any member of the
     Purchaser Group is advised by its professional advisers that disclosure
     is required to comply with any obligation imposed on a publicly traded

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     company or to any announcement or circular permitted to be issued in
     terms of the Confidentiality Agreement dated 11th November 1996 between
     BARRA and UK;

17.  ASSIGNATION AND TRANSFER
     
17.1 No party to this Agreement shall be entitled, without the prior written
     consent of the others, to assign or transfer in whole or in part the
     benefit and/or burden of this Agreement or any right and/or obligation
     under this Agreement to any other person or company provided that the
     Purchaser without the consent of the Vendors may assign this Agreement or
     any right or obligation of the Purchaser hereunder to any company within
     the group of companies of which the Purchaser forms part provided that if
     it is intended that such company is to leave such group before the First
     Retention Release Date then the Purchaser shall procure that this
     Agreement or any right or obligation so held by such company will be
     reassigned to another company within the said group.

17.2 This Agreement shall be binding on, and shall enure for the benefit of,
     any person to whom any right and/or obligation is assigned or transferred
     under and in terms of this Agreement.

18.  AGREEMENT TO CONTINUE
     
18.1 Notwithstanding Completion, each and every right and obligation of the
     parties under this Agreement shall, except in so far as fully performed
     at Completion, continue in full force and effect.

18.2 Where any obligation under this Agreement is expressed to require
     performance within a specified time limit that obligation shall continue
     to be binding and enforceable after the expiry of that time limit if the
     party

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     so obliged fails to perform that obligation within that time limit
     (but without prejudice to all rights and remedies available against such
     party by reason of such party's failure to perform that obligation within
     the time limit).


19.  FURTHER ACTIONS

     Notwithstanding Completion the Vendors hereby undertake to the Purchaser
     to execute and do and use their respective reasonable endeavours to
     procure to be executed and done by all necessary parties from time to
     time at the Purchaser's request and expense all such deeds, documents,
     assurances, acts and things as may be necessary or requisite for
     effectually vesting the Assets and the Businesses in the Purchaser and
     for giving full effect to this Agreement.
     
20.  CONSENTS AND WAIVERS
     
20.1 Any consent given by a party under any provision of this Agreement shall
     be effective only in the instance and for the purpose for which it is
     given and the giving of any such consent in respect of any act or thing
     shall not operate as a waiver of any requirement on the party to whom the
     consent is given not to do that or any other act or thing at any time in
     the future without such consent.

20.2 No failure on the part of either party to exercise, and no delay on its
     part in exercising, any right or remedy under this Agreement will operate
     as a waiver thereof, nor will any single or partial exercise of any right
     or remedy preclude any other or further exercise thereof or the exercise
     of any other right or remedy.
     
21.  SEVERABILITY AND RECISSION

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21.1 If any provision of this Agreement shall to any extent be invalid, illegal
     or unenforceable, the validity, legality and enforceability of the 
     remaining provisions shall not in any way be affected or impaired thereby
     and each of the provisions of this Agreement shall be valid, legal and 
     enforceable to the fullest extent permitted by law.

21.2 Any right of rescission conferred upon the Purchaser by this Agreement
     shall be in addition to and without prejudice to all other rights and
     remedies available to it.

21.3 The Purchaser and the Vendors acknowledge and agree that they shall not
     in any circumstances be entitled to rescind this Agreement after
     Completion.

22.  VALUE ADDED TAX

22.1 The parties hereto intend that Section 49(1) of the Value Added Taxes Act
     1994 and Article 5 of the Value Added Tax (Special Provisions) Order 1995
     (S.1.1995/1268) shall apply to the transfer of the Businesses and the
     Assets in the United Kingdom in terms of this Agreement and accordingly:-

22.2 the Purchaser declares its intention to use the Assets in carrying on the
     Businesses and that it will on completion be a taxable person for Value
     Added Tax purposes;
22.3 the Vendors and the Purchaser agree to use all reasonable endeavours to
     secure that the transfer of the Assets under this Agreement is treated as
     neither a supply of goods nor a supply of services for the purposes of
     Value Added Tax or any similar supply or sales tax or levy which may be
     chargeable in any jurisdiction;

22.4 the Vendors shall deliver to the Purchaser all records of the Businesses
     which are required by the Value Added Tax Act 1994 Section 49(1)(b) to

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     be maintained by the Purchaser in respect of the six year period prior to
     the Completion Date;

22.5 if Value Added Tax  should be chargeable on the transfer under this
     Agreement or any part of it then the Consideration for the purchase of
     those of the Assets whose sale would be governed by the Value Added Taxes
     Act 1994 will be exclusive of Value Added Tax and the Vendors will
     deliver to the Purchaser within three days of it being determined that
     Value Added Tax should have been so charged an appropriate Value Added
     Tax invoice for the transfer of such Assets to the Purchaser;

23.  COSTS AND STAMP DUTY

23.1 Save as provided in Clauses 23.2 and 23.3, the Purchaser and the Vendors
     shall each pay their own costs and outlays in connection with the
     preparation, execution and carrying into effect of this Agreement save as
     expressly provided herein;
23.2 The Purchaser shall be responsible for payment of all stamp duty in
     respect of this agreement and the carrying into effect thereof;

23.3 The Purchaser shall make a contribution of not more than L500 to the
     travelling costs of the Vendors' representatives incurred in signing this
     Agreement or any documentation ancillary to it outside the United
     Kingdom.

24.  ENTIRE AGREEMENT AND VARIATIONS
     
24.1 This Agreement, the Execution Disclosure Letter, the Completion
     Disclosure Letter, any documents referred to in this Agreement to which
     the Purchaser Group and the Vendors are parties (including the Deed of
     Indemnity), assignations of goodwill by each of the Vendors in favour of
     UK and the stamp duty agreement among the parties hereto, all dated of

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     even date with this Agreement constitute the entire agreement between the
     parties with respect to the subject matter hereof;

24.2 No variations of this Agreement shall be effective unless made in writing
     and duly executed by each member of the Purchaser Group, the Vendors, JS
     and AM;
     
25.  DISPUTES

     Whenever a dispute or difference shall arise between any of the parties
     which is to be determined hereunder the matter will be determined by an
     independent person ("the Expert") who shall be nominated by agreement
     between the parties or, failing such nomination within 7 business days
     after either's request to the other therefor, nominated by the President
     for the time being of the Law Society of Scotland or, if he shall be
     unable or unwilling to make an appointment, by the Court of Session in
     Scotland. The parties shall use their respective reasonable endeavours to
     procure that the Expert shall as soon as practicable after any matter has
     been referred to him hereunder determine the matter in question and
     notify the parties in writing of his determination. In acting hereunder
     the Expert shall act as an expert and not as an arbiter and his written
     determination shall be final and binding on the parties (in the absence
     of clerical or manifest error becoming apparent within 14 days of their
     being notified of his determination). The parties shall give the Expert
     all such facilities and information as he may require for the purposes of
     his determination. The costs and expenses of the Expert for so acting
     shall be borne and paid in such manner as he shall direct or, if he shall
     so fail to direct, by the parties in equal shares and if either of them
     shall pay the whole of such fees that party shall be entitled to
     immediate reimbursement of the appropriate proportion by the other.
     
26.  NOTICES

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26.1 Any notice or other communication to be given by one party to another
     under, or in connection with the matters contemplated by, this Agreement
     shall be sent:--

     26.1.1    if to any member of the Purchaser Group, to:-

                   BARRA Inc
                   2100 Milvia Street
                   Berkeley  CA94704
                   USA

                   Facsimile no: (001) 510 548 4374
                   Attention: Chief Executive Officer and General Counsel
                   with a copy to Graeme Bruce (Ref:  DJB73201), Dundas &
                   Wilson C.S.,, 6/7 Blythswood Square, Glasgow, G2 4AD

     26.1.2   if to the Vendors or the Vendors' Representative, to:-
     
                   Dickson Minto
                   11 Walker Street
                   Edinburgh
                   EH3 7NE
     
                   Facsimile no:  0131 225 2712
                   Attention:  David Davidson (failing whom Keith Anderson)


     or in each case to such other address or facsimile number and/or marked
     for such other attention as may from time to time be specified by the
     relevant party to the other, by notice given in accordance with this
     Clause, for the purposes of this Clause;


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26.2 Any notice or other communication to be given by one party to another,
     under, or in connection with the matters contemplated by, this Agreement
     shall be in writing and shall be given by letter delivered by hand or
     sent by first class prepaid recorded delivery or registered post or by
     facsimile, and shall be deemed to have been received:-

     26.2.1   in the case of delivery by hand prior to 5 pm. on a business
              day, when delivered and in any other case on the business day
              following the day of delivery; or


     26.2.2   in the case of first class prepaid recorded delivery or
              registered post, on the second business day following the day of
              posting; or

     26.2.3   in the case of facsimile where the transmission occurs prior to
              5 p.m. on a business day, on acknowledgement by the addressee's
              facsimile receiving equipment and in any other case on the
              business day following the day of acknowledgement by the
              addressee's facsimile receiving equipment provided that such
              notice or other communication shall be confirmed by post within
              twenty four (24) hours after such facsimile transmission.

27.    GOVERNING LAW

27.1   This Agreement shall be governed by and construed in accordance with the
       law of Scotland.

27.2   The parties hereto submit to the non-exclusive jurisdiction of the
       Scottish courts as regards any claim, dispute or matter arising out of
       or relating to this Agreement and its implementation or effect.

IN WITNESS WHEREOF these presents consisting of this and the eighty preceding
pages together with the Schedule comprising thirteen parts are executed as
follows:-

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<PAGE>

SUBSCRIBED for and on behalf of 
EDINBURGH FINANCIAL PUBLISHING 
LIMITED at Amsterdam on 8th 
September 1997 by WILLIAM JAMES
NEIL LENNOX, Director, in the
presence of:-

Witness.........................             ........................

Full Name.......................

Address.........................

 ................................

SUBSCRIBED for and on behalf of 
EDINBURGH FINANCIAL PUBLISHING 
(ASIA) LIMITED at Amsterdam on 
8th September 1997 by DIANA 
SPRAGUE, Director, in the 
presence of:-

Witness.........................             ........................

Full Name.......................

Address.........................

 ................................

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                                      121
<PAGE>


SUBSCRIBED for and on behalf of
EDINBURGH FINANCIAL PUBLISHING
(USA) INC. at Amsterdam on 8th
September 1997 by WILLIAM JAMES
NEIL LENNOX, Director, in the
presence of:-


Witness.........................             ........................

Full Name.......................

Address.........................

 ................................


SUBSCRIBED for and on behalf of 
BARRA (U.K.), LTD. at Amsterdam 
on 8th September 1997 by:-

 ................................

an authorised signatory in the 
presence of:-


Witness.........................

Full Name.......................

Address.........................

 ................................


SUBSCRIBED for and on behalf of 
BARRA INC. at Amsterdam on 8th 
September 1997 by:-

 ................................

an authorised signatory in the 
presence of:-


Witness.........................

Full Name.......................


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                                      122
<PAGE>


Address.........................

 ................................


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                                      123
<PAGE>


SUBSCRIBED by WILLIAM JAMES NEIL
LENNOX, duly authorised attorney
for and on behalf of ANGUS 
MACDONALD at Amsterdam on 8th 
September 1997 in the presence
of:-

Witness.........................             ........................

Full Name.......................

Address.........................

 ................................


SUBSCRIBED by WILLIAM JAMES NEIL
LENNOX, duly authorised attorney
for and on behalf of JEREMY 
SALVESEN at Amsterdam on 8th 
September 1997 in the presence
of:-

Witness.........................             ........................

Full Name.......................

Address.........................

 ................................


SUBSCRIBED for and on behalf of 
BARRA INTERNATIONAL, LTD. at 
Amsterdam on 8th September 1997 by:-

 ................................

an authorised signatory in the 
presence of:-

Witness.........................

Full Name.......................

Address.........................

 ................................

SUBSCRIBED for and on behalf of 
BARRA INTERNATIONAL (JAPAN), LTD.
at Amsterdam on 8th September 1997
by:-

 ................................

an authorised signatory in the 
presence of:-

Witness.........................

Full Name.......................

Address.........................

 ................................

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