August 3, 2001

Mr. William Christie
President/CEO
booktech.com, Inc.
42 Cummings Park
Woburn, MA  01801


RE:  Acquisition of Certain booktech.com Assets

Dear Bill:

This Letter Agreement is to express ProQuest's offer to acquire certain assets
of booktech.com, Inc. (the "booktech Assets") from booktech.com, Inc. under the
conditions set forth below.

1.   booktech Assets

     The booktech Assets shall consist of:

     a    the list of booktech.com customers from of December 31, 2000 to
          present;

     b    all master coursepacks in whatever format (digital, paper, etc.);

     c    all orders for coursepacks that are in the possession of booktech.com;

     d    all orders for coursepacks from customers from the date of acceptance
          of this Letter Agreement forward;

     e    the use of office space, utilities, equipment, supplies and other
          materials necessary to transfer coursepacks and orders to ProQuest so
          long as booktech remains in the facilities;

     f    assistance and cooperation in the use of certain named booktech.com
          employees to support and transfer such coursepacks and orders as
          consultants;

     g    the proprietary data of booktech.com with respect to the customers,
          content and products of the coursepack business as it currently
          conducted by booktech.com; and

     h    any other tangible or intangible asset necessary to conduct the
          coursepack business of booktech.com on a going-forward basis that is
          discovered in due diligence.

2.   Liabilities Assumed by ProQuest


     a    ProQuest shall assume no liabilities of booktech.com, Inc. arising
          before or after the Closing date. ProQuest's only liabilities will be
          those which it incurs after Closing with respect to use of the
          booktech Assets.


     b    ProQuest will not credit nor assume any liability for returns of
          products produced and shipped by booktech.com on its own behalf prior
          to Closing.

3.   Obligations of ProQuest

     a    ProQuest, at their option, will hire selected booktech.com employees
          as consultants for their services described in section 1(f) above; and


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Mr. William Christie
August 3, 2001
Page 2 of 3

     b    ProQuest will pay all costs related to the cost of producing and
          shipping coursepacks.

4.   Purchase Price

          The Purchase Price shall consist of:

          a    A total cash payment of $400,000; $100,000, paid by wire, the
               next business day after signing of this Letter Agreement and
               $300,000 payable upon full compliance with Paragraph 5,
               Conditions for Closing. Booktech will pay $50,000 of its accounts
               to Harvard Business Publications within two weeks of acceptance
               of this Letter Agreement.

          b    $0.30 per Dollar of net revenue recognized by ProQuest (based on
               shipment of products and net of returns) from the booktech.com
               Assets through 12/31/01. Paid weekly from the date of this Letter
               Agreement and credited against the cash payment above through the
               Closing Date. If this transaction does not close, any amounts
               paid hereunder are non-refundable.

          c    The maximum Purchase Price to be paid by ProQuest is $700,000.

5.   Conditions for Closing

     a    Execution (signing by both parties) of a definitive agreement upon
          completion of due diligence by ProQuest. Due diligence will be
          completed by August 15th.

     b    Closing must occur on or before 10/01/01 or this transaction
          terminates and each party assumes its own costs. Upon termination
          ProQuest will return to booktech.com all booktech Assets in its
          possession and booktech.com will retain all payments made to it by
          ProQuest prior to termination.

     c    Booktech.com, Inc. must obtain shareholder consent to the consummation
          of this transition.

     d    Booktech has complied with its obligation to pay Harvard Business
          Publishing pursuant to paragraph 4(a) above.

     e    Veras must consent to the transaction and waive any conditions of
          default in writing.

     f    An opinion letter from booktech.com's counsel must be delivered that
          expresses its view with respect to (1) the validity of this
          transaction under the laws of Massachusetts and the laws of the state
          of incorporation of booktech.com, inc. (if different), (ii) the
          validity of this transaction under booktech.com's by-laws and (iii)
          that the use of the funds by booktech.com paid by ProQuest are within
          the authority of the officers and shareholders of booktech.com.

6.   Conduct of Business

     a    From the date of acceptance of this Letter Agreement by booktech.com
          through Closing or termination, ProQuest shall undertake use of the
          booktech Assets to perform all of the coursepack business related to
          the booktech Assets. Booktech.com shall immediately cease use of the
          booktech Assets unless at the direction and for the benefit of
          ProQuest.

     b    At ProQuest's direction, booktech.com will assure re-direction of
          telephone calls, email and Website traffic related to the booktech
          Assets to sites designated by ProQuest.


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Mr. William Christie
August 3, 2001
Page 3 of 3


7.   Due Diligence

     a    booktech.com will cooperate with ProQuest and make relevant records
          and people available to answer questions regarding the booktech Assets
          prior to Closing.

8.   Broker Fees

     a    ProQuest will pay 1/2 of the fee of Mark Miller up to a maximum of
          $20,000 at the Closing.

This Letter Agreement is intended to create an offer capable of acceptance.
Completion of the transaction is expressly conditioned upon completion of due
diligence by ProQuest, the completion of definitive agreements and satisfaction
of the Closing conditions set forth above.

If this offer is acceptable to booktech.com, please sign and fax and mail a
signed copy to me. I look forward to your response.

Regards,






James D. Barcelona
Senior VP, Business Development & General Counsel
Bell & Howell Information and Learning Company


c:    Joe Reynolds


ACCEPTED by booktech.com, Inc.


_______________________________
William Christie, President/CEO


Date __________________________