<PAGE>

                                                                     Exhibit 2.1


                           Dated September 16, 1999.



                              DAWSON HOLDINGS PLC

                                    - and -

                                 ROWECOM INC.

                                    - and -

                                  THE VENDORS

                                    - and -

                                THE PURCHASERS




         -------------------------------------------------------------

                                   AGREEMENT

                         for the sale and purchase of
                the subscription business and, in Canada, the
               books business of the Information Services Group
                            of Dawson Holdings PLC

         -------------------------------------------------------------





                             ASHURST MORRIS CRISP
                                Broadwalk House
                                5 Appold Street
                                London EC2A 2HA

                              Tel: 0171-638 1111
                              Fax: 0171-972 7990
<PAGE>

                                   CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                            PAGE
<S>                                                                                               <C>
1.     INTERPRETATION...........................................................................     4
2.     SALE AND PURCHASE........................................................................    15
3.     CONDITIONS...............................................................................    20
4.     PERIOD TO COMPLETION.....................................................................    22
5.     COMPLETION...............................................................................    24
6.     COMPLETION ACCOUNTS......................................................................    25
7.     INDEBTEDNESS.............................................................................    29
8.     WARRANTIES...............................................................................    30
9.     PROTECTION OF GOODWILL...................................................................    31
10.    ACTION AFTER COMPLETION AND UNDERTAKINGS OR PERMISSIONS BY DAWSON........................    33
11.    LIABILITIES OF THE BUSINESS..............................................................    36
12.    RECEIVABLES..............................................................................    37
13.    CONTRACTS................................................................................    37
14.    EMPLOYEES................................................................................    38
15.    CONFIDENTIAL INFORMATION.................................................................    43
16.    PURCHASER WARRANTIES.....................................................................    44
17.    PENSIONS.................................................................................    46
18.    ANNOUNCEMENTS............................................................................    46
19.    COSTS AND TAXES..........................................................................    46
20.    EFFECT OF THIS AGREEMENT AND COMPLETION..................................................    47
21.    ALTERNATIVE DISPUTE RESOLUTION...........................................................    47
22.    FURTHER ASSURANCES.......................................................................    49
23.    ENTIRE AGREEMENT.........................................................................    50
24.    VARIATIONS...............................................................................    50
25.    WAIVER...................................................................................    50
26.    INVALIDITY AND INCONSISTENCY.............................................................    51
27.    NOTICES..................................................................................    51
28.    COUNTERPARTS.............................................................................    53
29.    GOVERNING LAW AND JURISDICTION...........................................................    53
30.    NO ASSIGNMENT............................................................................    53
SCHEDULE 1 Particulars relating to the Company..................................................    55
SCHEDULE 2 Particulars relating to Subsidiaries.................................................    56
SCHEDULE 3 The Warranties.......................................................................    62
Part A - General................................................................................    62
SCHEDULE 3 The Warranties.......................................................................   107
Part B - Jurisdiction Specific..................................................................   107
SCHEDULE 4 Seller's Limitations on Liability....................................................   118
SCHEDULE 5 Action Pending Completion............................................................   124
SCHEDULE 6 The Properties.......................................................................   127
SCHEDULE 7 Pensions.............................................................................   130
SCHEDULE 8......................................................................................   145
Proforma Completion Accounts....................................................................   145
SCHEDULE 9......................................................................................   146
Accounting Policies and Procedures for the Completion Accounts and/or the First Quarter
 Accounts.......................................................................................   146
SCHEDULE 10.....................................................................................   150
Completion......................................................................................   150
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                <C>
SCHEDULE 11.....................................................................................   156
Agreed Terms Documents..........................................................................   156
SCHEDULE 12.....................................................................................   158
SCHEDULE 13.....................................................................................   161
Confirmation Letter.............................................................................   161
SCHEDULE 14.....................................................................................   162
Permitted Encumbrances..........................................................................   162
SCHEDULE 15.....................................................................................   164
Registration of RoweCom Shares..................................................................   164
SCHEDULE 16.....................................................................................   168
Assumed Liabilities.............................................................................   168
SCHEDULE 17.....................................................................................   169
Accounting Policies and Procedures for the First Quarter Accounts...............................   169
SCHEDULE 18.....................................................................................   171
Losses..........................................................................................   171
</TABLE>
<PAGE>

THIS AGREEMENT is made on                                  1999

BETWEEN:-

(1)   DAWSON HOLDINGS PLC (No. 34273) whose registered office is at 9th Floor
      (South Wing), AMP House, Dingwall Road, Croydon CR0 9XA, United Kingdom
      ("Dawson");

(2)   ROWECOM INC. whose office is at 725 Concord Avenue, Cambridge,
      Massachusetts, United States of America, a Delaware Corporation
      ("RoweCom");

(3)   THE VENDORS (as defined below); and

(4)   THE PURCHASERS (as defined below),

      (together the "parties").

THE PARTIES AGREE AS FOLLOWS:-

1.    INTERPRETATION

1.1   In this agreement the following words and expressions and abbreviations
      have the following meanings, unless the context otherwise requires:-

      "Accounts Date" means 30 September 1998;

      "Advance Publisher Payment" means any advance payments made by any member
      of the Dawson Group or any member of the Group prior to Completion to
      publishers;

      "Agreed Rate" means the base rate from time to time of National
      Westminster Bank Plc;

      "Announcement Date" means 16 September 1999;

      "Assets" means the Books and Records, Business Information, the benefit
      (subject to the burden in respect of obligations to be performed and
      arising after Completion) of the Contracts, Fixed Plant, Goodwill,
      Intellectual Property, Loose Plant, Properties, Receivables and Stock
      together with all other assets and rights and the benefit of any claims
      relating to the Asset Businesses at Completion, other than the Excluded
      Assets;

      "Asset Businesses" means together the Canadian Business, the French
      Business, the Spanish Business and the UK Business;

      "Asset Vendors" means those corporate entities (other than the Share
      Vendor) whose names are set out in schedule 12;

      "associated company" has the meaning given to it in sections 416 et seq.
      TA;

                                      -4-
<PAGE>

     "Assumed Employees" means those employees of the Asset Businesses whose
     names are listed in the document in the agreed terms headed "Assumed
     Employees" together with those persons employed by the Dawson Group in the
     Asset Businesses between the date hereof and Completion with the consent of
     RoweCom less those who resign or are dismissed or whose contract of
     employment expired between the date hereof and Completion and "Assumed
     Employee" means any of them;

     "Assumed Liabilities" means the obligations of the Group in relation to the
     trade creditors of the Asset Businesses as included in the Completion
     Accounts or under the Contracts (but excluding the Excluded Liabilities) as
     at Completion and the liabilities specified in schedule 16;

     "Books Business" means the books business of the Information Services Group
     of Dawson and the Dawson Group wheresoever carried on and whether carried
     on separately or together;

     "Books and Records" means all books and records other than those required
     by law to be retained by any of the Vendors and including customer lists,
     publisher information, books of account, employees and financial and tax
     records, and all other records to the extent they relate to the Business as
     at Completion on whatsoever medium they are stored;

     "Business" means the subscription business of the Information Services
     Group of Dawson and the Dawson Group wheresoever carried on and whether
     carried on separately or together;

     "Business Confidential Information" means all information relating to any
     Group Company or the Business, including its operations, trade secrets or
     financial or other information (including future plans and targets of any
     Group Company or the Business) which is not in the public domain;

     "Business Day" means a day (excluding Saturdays) on which banks generally
     are open in London for the transaction of normal banking business;

     "Business Information" means all information, know-how and documentation
     (and on whatsoever medium they are stored) relating to the Business and
     Assets as at Completion including all correspondence, promotional material,
     lists of customers and suppliers, technical or computer hardware or
     software manuals;

     "Canadian Business" means that part of the Business and the Books Business
     operating in Canada;

     "Canadian Employees" means those Assumed Employees of the Canadian
     Business;

     "Canadian Purchaser" means the Corporate entity(ies) nominated by RoweCom
     for the purpose of acquiring the Canadian Business;

     "Canadian Real Property" means the real property located at 1540 North
     Routledge Park, London, Ontario;

                                      -5-
<PAGE>

     "Company" means Dawson, Inc., details of which are listed in schedule 1;

     "Completion" means the completion, subject to clause 3.2, of the sale and
     purchase of the US Shares and the Asset Businesses in accordance with
     clause 5;

     "Completion Accounts" means a document in the format set out in schedule 8
     setting out certain assets and liabilities on a consolidated basis of the
     Group as at the Completion Date to be prepared in accordance with clause 6
     and schedule 9;

     "Completion Date" means the date on which Completion occurs;

     "Conditions" means the conditions set out in clause 3.1;

     "Consideration" means (Pounds)34,000,000 as adjusted in accordance with
     clause 2.5;

     "Contracts" means all contracts relating to the Asset Businesses which are
     wholly or partly unperformed as at Completion and all outstanding offers by
     or to the Dawson Group relating to the Asset Businesses as at Completion
     including those listed in the document in the agreed terms headed
     "Contracts" but excluding:-

     (a)  contracts of employment with the Assumed Employees; and

     (b)  those contracts which are Excluded Assets;

     "Dawson's Account" means the bank account(s) notified by Dawson to RoweCom
     no later than three Business Days prior to Completion;

     "Dawson Group" means Dawson, any parent undertaking from time to time of
     Dawson and the subsidiary undertakings and the associated companies from
     time to time of such companies (which for the avoidance of doubt shall
     exclude the Group), all of them and each of them as the context admits;

     "Dawson Group Confidential Information" means all information relating to
     the Dawson Group including its operations, trade secrets or financial or
     other information which is not in the public domain;

     "Dawson's Solicitors" means Biddle, 1 Gresham Street, London EC2V 7BU;

     "Disclosure Letter" means a letter of today's date together with the
     attachments thereto addressed by Dawson to RoweCom disclosing exceptions to
     the Warranties;

     "Disclosure Letters" means the Disclosure Letter and the Supplemental
     Disclosure Letter;

     "Due Diligence Reports" means the due diligence report prepared by
     RoweCom's Solicitors and dated 15 September 1999 and the due diligence
     report prepared by PricewaterhouseCoopers and dated 13 September 1999;

                                      -6-
<PAGE>

     "EGM" means the extraordinary general meeting of Dawson called for 2
     October 1999 to approve the transaction contemplated by this agreement;

     "Encumbrance" means any mortgage, charge (fixed or floating), pledge, lien,
     hypothecation, trust, right of set off or other third party right or
     interest (legal or equitable) including any right of pre-emption,
     assignment by way of security, reservation of title or any other security
     interest of any kind however created or arising or any other agreement or
     arrangement (including a sale and repurchase arrangement) having similar
     effect;

     "ERA" means the Employment Rights Act 1996;

     "Estimated First Quarter Profit Amount" means the amount of gross profit in
     respect of the First Quarter to be calculated in accordance with schedule
     17;

     "Estimated Working Capital Amounts" means the sum of (Pounds)9,000,000 to
     be allocated on a country by country basis prior to Completion in
     accordance with the agreement of RoweCom and Dawson where those parties
     agree to act reasonably in determining the allocation;

     "Exchange Act" means the United States Securities Exchange Act of 1934, as
     amended;

     "Excluded Assets" means cash in hand and at bank of the Asset Businesses
     and those assets of the Asset Businesses listed in the document in the
     agreed terms headed "Excluded Assets";

     "Excluded Contract Liabilities" means all obligations and liabilities of
     any Asset Vendor relating to or arising in connection with:-

     (a)  any breach of contract, breach of duty or which are attributable to
          any act, neglect, omission, or default of any Asset Vendor prior to
          Completion; or

     (b)  any product delivered by any Asset Vendor or any service performed by
          any Asset Vendor prior to Completion;

     "Excluded Liabilities" means any and all liabilities, claims, costs or
     expenses of any nature whatsoever directly or indirectly related to the
     Business at the Completion Date and attributable to the period prior to
     Completion (but excluding the Assumed Liabilities) including, for the
     avoidance of doubt:-

     (a)  any liabilities in respect of the Excluded Contract Liabilities;

     (b)  any liabilities in respect of the Retained Employees;

     (c)  in respect of the Asset Businesses any liabilities to Tax to the
          extent those liabilities relate to any period ending on or before (but
          not as a result of) Completion; and

     (d)  any amounts owed by any of the Asset Vendors to any third party by way
          of overdraft or other borrowings;

                                      -7-
<PAGE>

     "First Quarter" means the period following Completion to 31 December 1999
     (inclusive) and "First Quarter Date" shall be 31 December 1999;

     "First Quarter Accounts" means statement of the First Quarter Profit Amount
     prepared in accordance with clause 6.15 and schedule 17;

     "First Quarter Profit Amount" means the gross profit in respect of the
     First Quarter to be calculated in accordance with clause 6.15 and schedule
     17;

     "First Tranche" means the RoweCom common stock being issued in partial
     satisfaction of the Consideration in accordance with clause 2.4(b);

     "Fixed Plant" means all of the fixed plant, machinery, equipment and
     tooling used or intended for use in the Business attached or fixed to the
     Properties as at Completion including those items of fixed plant listed in
     the document in the agreed terms headed "Fixed Asset Register";

     "Folkestone Lease" means the lease of part of the Folkestone Property to be
     granted pursuant to schedule 10 in the agreed terms;

     "Folkestone Property" means the freehold property known as land on the West
     Side of Park Farm Road, Folkestone as registered at HM Land Registry under
     title number K285171;

     "French Bank Guarantee" means the first demand bank guarantee to be issued
     at Completion at the request of Dawson (or the French Vendor) by a bank of
     good repute and financial standing in favour of RoweCom (or the French
     Purchaser) for the total amount of the Consideration attached to the French
     Business;

     "French Business" means that part of the Business operating in France;

     "French Business Agreement" means the agreement to be signed in French at
     Completion and providing for the sale by the French Vendor and the purchase
     by RoweCom (or the French Purchaser) of the French Business (but excluding
     the French Real Property) and, without limitation, containing the terms and
     conditions required by French laws dated 17 March 1909 and 25 June 1935;

     "French Employees" means those Assumed Employees of the French Business;

     "French Escrow Agreement" means the agreement to be signed in French at
     Completion and providing for that part of the Consideration to be placed
     into escrow account(s);

     "French Lease" means the short term lease agreement in the agreed terms to
     be signed in French at the date of transfer of ownership of the French Real
     Property from the French Vendor to RoweCom (or the French Purchaser) and
     whereby RoweCom (or the French Purchaser) will grant to the French Vendor
     the temporary right to use part of the French

                                      -8-
<PAGE>

     Real Property as from the date of transfer of the French Real Property to
     RoweCom (or the French Purchaser);

     "French Purchaser" means the two corporate entities nominated by RoweCom
     for the purpose of acquiring the French Business;

     "French Real Property" means the real estate property owned by the French
     Vendor and located at Zone Industrielle de la Prairie, Villebon-sur-Yvette
     (Essonne), France;

     "French Real Property Option" means the agreement to be signed in French at
     Completion granting the French Purchaser the option to acquire the French
     Real Property subject to certain terms and conditions;

     "French Vendor" means Dawson France S.A.;

     "Goodwill" means the goodwill relating to the Business as at Completion
     together with the exclusive right for RoweCom and the RoweCom Group to
     represent themselves as carrying on the Business in succession to the
     Vendors and together with the Trade Names;

     "Group" means the Company and the Subsidiaries and the Asset Businesses and
     references to a "member of the Group" or "Group Company" shall be construed
     accordingly;

     "Group Indebtedness" means:-

     (a)  all bank borrowings of the Group as at Completion;

     (b)  all finance lease liabilities of the Group as at Completion; and

     (c)  all Intra-Group Indebtedness owed by the Group to the Dawson Group as
          at Completion;

     "Indemnities" means the indemnities or similar provisions contained in this
     agreement including clauses 8.8 and 11.2;

     "Initial Consideration" means the Consideration payable pursuant to clauses
     2.4(a) and (b) prior to any adjustment pursuant to clause 2.5;

     "Intellectual Property" means the registered and unregistered intellectual
     property listed in the document in the agreed terms headed "Intellectual
     Property" together with all other Intellectual Property Rights used or
     owned exclusively in the Business and all rights of the Dawson Group
     against third parties in respect of any of the foregoing in each case as at
     the date of this agreement;

     "Intellectual Property Assignments" means the assignments in the agreed
     terms of the registered and unregistered Intellectual Property;

     "Intellectual Property Rights" means in relation to the Business any and
     all patents, trade marks, trade names and signs within the scope of the
     transfer, rights in designs, get-up, the

                                      -9-
<PAGE>

     Trade Names, copyrights, topography rights (whether registered or not and
     any applications to register or rights to apply for registration of any of
     the foregoing), rights in inventions, Know-How, trade secrets and other
     confidential information, rights in databases and all other intellectual
     property rights of a similar or corresponding character which may now or in
     the future subsist in any part of the world;

     "Intra-Group Indebtedness" means all debts outstanding between members of
     the Group, on the one hand, and members of the Dawson Group, on the other
     (other than Intra-Group Trading Indebtedness);

     "Intra-Group Trading Indebtedness" means all debts outstanding as at
     Completion between members of the Group, on the one hand, and members of
     the Dawson Group, on the other, in respect of intra-group trading
     activities in the ordinary and usual course of trading;

     "IQ Software" means the on-line information access system known as
     Information Quest allowing libraries and others to obtain access to an
     electronic index, abstracts and various types of publisher content
     including software (object and source code) and related technology,
     technical information and knowledge;

     "IQ Software Licence" means the non-exclusive licence in the agreed terms
     whereby RoweCom grants to Dawson the right to use the IQ Software on a
     perpetual, royalty-free and irrevocable basis;

     "Know-How" means confidential or proprietary industrial, technical or
     commercial information and techniques in any form (including paper,
     electronically stored data, magnetic media, files and micro-film)
     including, without limitation, drawings, data relating to inventions,
     formulae, test results, reports, research reports, project reports and
     testing procedures, instruction and training manuals, market forecasts,
     specifications, quotations, lists and particulars of customers and
     suppliers, marketing methods and procedures, show-how and advertising copy;

     "London Stock Exchange" means London Stock Exchange Limited;

     "Loose Plant" means the loose plant including movable plant, machinery,
     equipment, desk top computers and/or computer systems, spare parts,
     tooling, vehicles and furniture used or intended for use primarily in the
     Business as at Completion including those items of loose plant listed in
     the document in the agreed terms headed "Fixed Asset Register" and
     identified therein as used or intended for use primarily in the Business;

     "Management Accounts Date" means 3 April 1999;

     "Oregon Lease" means the lease of the Oregon Property in the agreed terms;

     "Permit" means a permit, licence, consent, approval, certificate,
     qualification, specification, registration or other authorisation or a
     filing of a notification report or assessment necessary in any jurisdiction
     for the proper and efficient operation of the Business and, for the
     avoidance of doubt, each Group Company's business, its ownership,


                                      -10-
<PAGE>

     possession, occupation or use of an asset or the execution and performance
     of this agreement;

     "Properties" means the properties (excluding the Folkestone Property)
     particulars of which are set out in schedule 6 and shall include where the
     context so admits the individual properties comprising the Properties or
     any part or parts thereof and "Property" shall be construed accordingly;

     "Purchasers" means RoweCom and those members of the RoweCom Group which it
     procures to purchase the US Shares or any part or number of the Asset
     Businesses under this agreement whose names are set out in column 3 of
     schedule 12;

     "Receivables" means all amounts owed to the Vendors (other than under the
     Excluded Contracts) in the ordinary course of carrying on the Asset
     Businesses as at Completion;

     "Regulations" means Council Directive 77/187/EEC and in respect of the UK
     Employees enacted by the Transfer of Undertakings (Protection of
     Employment) Regulations 1981, in respect of the French Employees enacted by
     Article L-122-12 of the French Employment Code and in respect of the
     Spanish Employees enacted by the Workers' Statute approved by Royal
     Legislative Decree 1/1995 dated March 24, 1995;

     "Regulatory Consents" means all filings deemed necessary or appropriate by
     the parties hereto in respect of the proposed acquisition of any of the
     Group Companies and the Asset Businesses and the Assets or any matters
     arising therefrom having been made to all relevant authorities in any
     jurisdiction deemed necessary or appropriate including, but not limited to,
     Canada, France, Spain, the United Kingdom and the US and all appropriate
     waiting and other time periods under any applicable legislation or
     regulations in any jurisdictions having expired, lapsed or been terminated
     and all necessary statutory or regulatory obligations in any jurisdiction
     in respect of the proposed acquisition of the Group Companies and the Asset
     Businesses and the Assets or any matters arising therefrom;

     "Related Person" means in relation to any party its holding companies and
     the subsidiary undertakings and associated companies from time to time of
     such holding companies, all of them and each of them as the context admits;

     "Relevant Business" means the business of acting as a serials agent for
     libraries, information centres and individuals and sourcing and organising
     their subscriptions whether in print or electronically but excluding:-

     (a)  the Books Business; and

     (b)  for the avoidance of doubt, the newspaper, magazine and brochure
          physical distribution business carried on at any time by the Dawson
          Group including any business involving the sourcing or organisation of
          subscriptions for newspapers, magazines and brochures which is
          ancillary to the physical distribution of newspapers, magazines and
          brochures;

                                      -11-
<PAGE>

     "Retained Employees" means any persons other than the Assumed Employees who
     are or have been at any time prior to Completion engaged to any extent by
     the Dawson Group in the Business (excluding the Group Companies);

     "RoweCom Group" means RoweCom, any parent undertaking from time to time of
     RoweCom and the subsidiary undertakings and associated companies from time
     to time of such companies (including, for the avoidance of doubt, the Group
     after Completion), all of them and each of them as the context admits;

     "RoweCom Group Confidential Information" means all information relating to
     the RoweCom Group including its operations, trade secrets or financial or
     other information which is not in the public domain;

     "RoweCom Shares" means the fully paid RoweCom common stock to be allotted
     and issued to Dawson in accordance with clauses 2.4(b) and (d);

     "RoweCom's SEC Filings" means, RoweCom's:-

     (a)  registration statement on Form S-1 (Registration No. 333-68761);

     (b)  Quarterly Report on SEC Form 10-Q for the quarter ended March 31,
          1999;

     (c)  Current Report on SEC Form 8-K dated June 22, 1999; and

     (d)  Quarterly Report on SEC Form 10-Q for the quarter ended June 30, 1999;
          in each case, as filed with the SEC and (if applicable) as amended to
          date;

     "RoweCom's Account" means the account in the name of RoweCom, account
     number 614005734 at Bank One of Columbus, OH, ABA#044000037;

     "RoweCom's Solicitors" means Ashurst Morris Crisp of Broadwalk House, 5
     Appold Street, London EC2A 2HA;

     "SEC" means the United States Securities and Exchange Commission;

     "Second Tranche" means the RoweCom common stock being issued in partial
     satisfaction of the Consideration in accordance with clause 2.4(d);

     "Securities Act" means the United States Securities Act of 1933, as
     amended;

     "Share Vendor" means Dawson Overseas Holdings Limited details of which are
     set out in schedule 12;

     "Shared Services" means the services to be provided by the Group to the
     Dawson Group and by the Dawson Group to the Group after Completion in
     accordance with the letter from Dawson to RoweCom dated 16 September 1999;

     "Spanish Business" means that part of the Business operating in Spain;

                                      -12-
<PAGE>

     "Spanish Business Agreement" means the notarised agreement to be signed in
     Spanish before a Spanish Public Notary at Completion and providing for the
     sale and purchase of all or part of the Spanish Business (including the
     Spanish Real Property);

     "Spanish Employees" means those Assumed Employees of the Spanish Business;

     "Spanish Purchaser" means the corporate entity nominated by RoweCom for the
     purpose of acquiring the Spanish Business;

     "Spanish Real Property" means the leasehold of the Spanish Vendor with
     respect to the offices at Edificio Santander Calle I, nave 12-14, Las
     Rozas, Madrid (Europolis);

     "Stock" means the stock in trade, raw materials, fuels, packing materials,
     work in progress and finished goods held, acquired or produced in
     connection with the Asset Businesses and which are at Completion at the
     Properties or elsewhere for or with a view to sale;

     "Subsidiary" means a subsidiary undertaking of the Company specified in
     schedule 2 and "Subsidiaries" means all those subsidiary undertakings;

     "Spanish Vendor" means Dawson Espana Agencia de Ediciones, S.L.;

     "Supplemental Disclosure Letter" means a letter dated the Business Day
     immediately prior to the Completion Date together with any attachments
     thereto addressed by Dawson to RoweCom relating solely to events that have
     occurred after the date of this agreement and disclosing those matters as
     exceptions to the Warranties;

     "TA" means the Income and Corporation Taxes Act 1988;

     "Tax Deed" means a deed of indemnity in the agreed terms;

     "Third Party Consents" means all authorisations, orders, grants, consents,
     clearances, licences, permissions and approvals in any jurisdiction
     including, but not limited to, Canada, France, Spain, and the US deemed
     necessary or appropriate by both of the parties hereto for, or in the
     United Kingdom in respect of, the proposed acquisition of any of the Group
     Companies and the Asset Businesses and the Assets or any matters arising
     therefrom;

     "Trade Names" means the trade names used in the Business listed in the
     document in the agreed terms headed "Trade Names";

     "UK Business" means that part of the Business operating in the United
     Kingdom;

     "UK Employees" means those Assumed Employees of the UK Business;

     "US Real Property" means the real estate property owned or leased by the
     Company and located at 15 Southwest Park, Westwood, Massachusetts 02090 and
     4425 Brookfield Corporate Drive, Suite 2000, Chantilly, VA 20151, and 122
     East 42/nd/ Street, New York, NY 10168, and 1001-1005, W-Pines Road,
     Oregon, IL 61061;

                                      -13-
<PAGE>

     "US Shares" means all of the issued shares in the capital of Dawson, Inc.;

     "US" means the United States of America, its territories and possessions,
     each state thereof and the District of Columbia;

     "Vendors" means the Share Vendor and the Asset Vendors;

     "Warranties" means the representations and warranties set out in schedule
     3; and

     "Working Capital Amount" means separately in relation to each Asset Vendor
     and, on a consolidated basis, the Company and the Subsidiaries, the sum to
     be calculated in accordance with clause 6.10 and schedule 9, together the
     "Working Capital Amounts";

1.2  In this agreement unless otherwise specified, reference to:-

     (a)  a "subsidiary undertaking" is to be construed in accordance with
          section 258 of the Companies Act 1985 and a "subsidiary" or "holding
          company" is to be construed in accordance with section 736 of that
          Act;

     (b)  a document in the "agreed terms" is a reference to that document in
          the form approved and for the purposes of identification signed by or
          on behalf of each party;

     (c)  "FA" followed by a stated year means the Finance Act of that year;

     (d)  "includes" and "including" shall mean including without limitation;

     (e)  a party means a party to this agreement and includes its assignees (if
          any) and/or the successors in title to substantially the whole of its
          undertaking;

     (f)  a person includes any person, individual, company, firm, corporation,
          government, state or agency of a state or any undertaking (whether or
          not having separate legal personality and irrespective of the
          jurisdiction in or under the law of which it was incorporated or
          exists);

     (g)  a statute or statutory instrument or accounting standard or any of
          their provisions is to be construed as a reference to that statute or
          statutory instrument or accounting standard or such provision as the
          same may have been amended or re-enacted before the date of this
          agreement;

     (h)  "clauses", "paragraphs" or "schedules" are to clauses and paragraphs
          of and schedules to this agreement;

     (i)  "writing" includes any method of representing words in a legible form
          (other than writing on an electronic or visual display screen) or
          other writing in non-transitory form;

                                      -14-
<PAGE>

     (j)  words denoting the singular shall include the plural and vice versa
          and words denoting any gender shall include all genders;

     (k)  any statute, statutory instrument, regulation, by-law or other
          requirement of English law and to any English legal term for any
          action, remedy, method of judicial proceeding, legal document, legal
          status, procedure, court, official or any legal concept or doctrine or
          other expression shall in respect of any jurisdiction other than
          England be deemed to include that which most nearly approximates in
          that jurisdiction to the English term; and

     (l)  the time of day is reference to time in London, England.

1.3  The schedules form part of the operative provisions of this agreement and
     references to this agreement shall, unless the context otherwise requires,
     include references to the schedules.

1.4  The index to and the headings and the descriptive notes in brackets
     relating to provisions of taxation statutes in this agreement are for
     information only and are to be ignored in construing the same.

1.5  Any question of whether a person is connected with another shall be
     determined in accordance with section 839 of the TA (except that in
     construing section 839 "control" has the meaning given by section 840 or
     section 416 of the TA so that there is control whenever section 840 or 416
     requires) which shall apply in relation to this agreement as it applies in
     relation to the TA.

2.   SALE AND PURCHASE

2.1  Upon the terms and subject to the conditions of this agreement and as set
     out in schedules 10 and 12:-

     (a)  The Share Vendor shall sell as legal and beneficial owner, and RoweCom
          shall purchase or procure the purchase by such other entity as is
          notified by RoweCom to Dawson of the US Shares with full title
          guarantee with effect from Completion free from any Encumbrance
          together with all accrued benefits and rights attached thereto and all
          dividends declared after the Accounts Date other than dividends of
          stock of Electronic Online Systems International, Inc. and Quality
          Books, Inc.; and

     (b)  Each Asset Vendor shall sell as legal and beneficial owner (save where
          Assets are subject to retention of title provisions), the Asset
          Business in its jurisdiction as a going concern with effect from
          Completion free from any Encumbrance (other than the Permitted
          Encumbrances and/or Encumbrances pursuant to retention of title
          provisions on the sale of goods arising in the ordinary course of
          business) and comprising the Assets and RoweCom shall purchase or
          procure the purchase by the Purchasers or such other entities as are
          notified by RoweCom to Dawson of each of the Asset Businesses.

2.2  The Excluded Assets and Excluded Liabilities are not included in the sale
     and purchase pursuant to clause 2.1(b).

                                      -15-
<PAGE>

2.3  The Share Vendor waives or agrees to procure the waiver of any rights or
     restrictions conferred upon it or any other person which may exist in
     relation to the US Shares under the certificate of incorporation or bylaws
     of the Company or otherwise.

2.4  The Consideration for such sale and purchase shall be the following amounts
     and shall, subject to clause 5, be satisfied in the following manner:-

     (a)  (Pounds)28,500,000 (less that part of the Consideration allocated to
          the French Real Property in schedule 12 whereby such consideration
          shall be paid to Dawson in accordance with clause 2.16) to be
          satisfied in cash in pounds sterling on Completion subject to any
          adjustment as provided in clause 6.10;

     (b)  (Pounds)1,000,000 to be satisfied by the allotment and issue to Dawson
          of fully paid RoweCom common stock (where the value of such stock
          shall be determined on the basis of the average closing price of that
          stock for the 30 days preceding the announcement of the transactions
          contemplated by this agreement) on Completion subject to any
          adjustment as provided by clause 6.10;

     (c)  (Pounds)500,000 to be satisfied in cash in pounds sterling within 30
          days of the finalisation of the Completion Accounts in accordance with
          clause 6 and schedule 9 subject to any adjustment as provided in
          clause 6.10; and

     (d)  (Pounds)4,000,000 to be satisfied by the allotment and issue to Dawson
          of fully paid RoweCom common stock (where the value of such stock
          shall be determined on the basis of the average closing price of that
          stock for the period beginning 30 days up to and including the date of
          the announcement and ending 30 days after the announcement of the
          transactions contemplated by this agreement) within 30 days of the
          finalisation of the First Quarter Accounts subject to any adjustment
          in accordance with clause 6.15.

2.5  The total consideration shall be allocated between the US Shares and the
     Asset Businesses and the Assets on the basis set out in schedule 12 subject
     to adjustment as provided by clauses 6.10 and 6.15.

2.6  Any adjustment to the Consideration in accordance with clauses 6.10 and
     6.15 is to be calculated on a global basis, then apportioned country by
     country (other than to France and the US) pro rata to the purchase price
     applicable to each relevant Vendor shall be allocated amongst the US Shares
     and Asset Businesses and Assets on a country by country basis and in so far
     as practicable all adjustments shall be made to the portion of the
     Consideration allocated to the Goodwill in the relevant jurisdiction or as
     otherwise agreed between RoweCom and Dawson.

2.7  In order to comply with the provisions of the French Law of 17 March 1909
     relating to the sale and the pledge of a business and to articles 201 and
     1684 of the French Tax Code, the parties agree that at Completion, Dawson
     (or the French Vendor as the case may be) may either decide that:-

                                      -16-
<PAGE>

     (a)  the consideration to be paid to Dawson (or the Vendors as the case may
          be) by RoweCom (or the French Purchaser as the case may be), in
          respect of the sale and purchase of the French Business, as set out in
          schedule 12 (but excluding the Consideration for the French Real
          Property), will be placed directly by RoweCom (or the French Purchaser
          as the case may be) into an escrow account (the "French Escrow
          Account") with the service escrow department of the Paris Bar
          Association (Sequestre Juridique de l'Ordre des Avocats a la Cour
          d'Appel de Paris) in accordance with its standard terms and
          conditions.

     (b)  Dawson (or the French Vendor as the case may be) will provide RoweCom
          (or the French Purchaser as the case may be) with a first demand bank
          guarantee issued by a bank of good repute and financial standing (the
          "Guarantor") in favour of RoweCom (or the French Purchaser as the case
          may be), for the total amount of the consideration to be paid to
          Dawson (or as the case may be, the French Vendor) in relation to the
          sale and the purchase of the French Business (but excluding the
          Consideration to be paid for the French Real Property) and on terms
          and conditions to be fully satisfactory to RoweCom or the French
          Purchaser as the case may be in their absolute discretion (the "French
          Bank Guarantee").

2.8  The French Escrow Account or the French Bank Guarantee, as the case may be,
     will remain in full force until the later of the occurrence of the
     following events:

     (a)  in accordance with the provisions of article 3 of the French Law of 17
          March 1909 relating to the sale and the pledge of a business,
          following a period of ten days reserved for claims from creditors of
          the French Vendor, such ten day period beginning on the last day of
          publication of the transfer of the French Business as prescribed in
          article 3; or

     (b)  the expiration of a period of three months beginning on the date of
          filing the declaration of the transfer to the French Business with the
          tax authorities by the French Vendor in accordance with the provisions
          of article 201 of the French Tax Code or the date the French Vendor
          sends the documents evidencing the payment of all duties referred to
          in article 1684 of the French Tax Code or the date of sending a letter
          by the French Treasury informing the French Vendor that they will not
          apply article 201 of the General Tax Code as a result of the transfer
          of the French Business.

2.9  If, during the unavailability period in relation to the French Escrow
     Account or as the case may be, the French Bank Guarantee and in accordance
     with the provisions of article 5 of 23 of the above mentioned French Law of
     17 March 1909, a creditor of the French Vendor makes a higher bid
     (surenchere) than the Consideration placed into the French Escrow Account
     or as the case may be, guaranteed under the French Bank Guarantee, or if
     the French Escrow Account or the French Bank Guarantee, as the case may be,
     appears insufficient to pay off all of the French Vendor's creditors then
     Dawson undertakes to RoweCom (for itself and as trustee for the French
     Purchaser) to indemnify and hold indemnified RoweCom and the French
     Purchaser, against any and all costs whatsoever, whether accrued,
     contingent or associated, required and necessary to the extent necessary to
     pay off all of the French Vendor's creditors including any such creditor
     who has made a higher bid for the acquisition of the French Business.

                                      -17-
<PAGE>

2.10  At the end of the unavailability period referred to in paragraph 2.8
      above, the French escrow holder of the French Escrow Account or as the
      case may be, the Guarantor, upon first demand of RoweCom (or the French
      Purchaser as the case may be), will deal with the French Escrow Account,
      or as the case may be, the French Bank Guarantee, in accordance with the
      terms and conditions of the French Escrow Account or the French Bank
      Guarantee in the following manner:

      (a)  firstly, the Consideration placed into the French Escrow Account or,
           as the case may be, guaranteed under the French Bank Guarantee, will
           be used to pay all creditors who have made claims and who benefit
           from a right to repayment by virtue of any Encumbrance on the French
           Business;

      (b)  the balance of this Consideration will be used to pay each creditor
           of the French Vendor having made a claim, and, as the case may be,
           the French Treasury, by virtue of article 1684 of the French Tax
           Code, or to provide for all necessary amounts set out in all claims;
           and

      (c)  the remaining balance of this Consideration shall be paid to Dawson
           (or the French Vendor as the case may be).

2.11  The payment of the fees of the Sequestre Juridique de l'Ordre des Avocats
      a la Cour d'Appel de Paris acting as escrow holder of the French Escrow
      Account, if any, will be shared equally between the parties.

2.12  In order to comply with French laws, in particular the French Law of 17
      March 1909 relating to the sale and the pledge of a business and articles
      201 and 1684 of the French Tax Code, the parties agree and procure to sign
      at Completion the French Business Agreement and the French Escrow
      Agreement or the French Bank Guarantee as the case may be, and any other
      document which would be required for the sale and purchase of part or all
      of the French Business to RoweCom (or the French Purchaser). The French
      Business Agreement and the French Escrow Agreement or the French Bank
      Guarantee, as the case may be, will reiterate those clauses of this
      agreement in respect of the French Business or those clauses which are
      required under French laws and which are necessary for the implementation
      of this agreement within France.

2.13  Dawson and any Vendor acknowledge and agree that RoweCom (or the French
      Purchaser) will have full authority and discretion to provide in the
      French Business Agreement for a different allocation from that set out in
      schedule 12 in relation to each of the intangible and tangible assets of
      the French Business between the two entities referred to as the French
      Purchaser and that Dawson and any Vendor will never object for any reason
      whatsoever to such allocation provided that, for the avoidance of doubt,
      RoweCom (or the French Purchaser) shall not be entitled to vary the
      apportionment of the Consideration between the intangible and tangible
      assets as set out in schedule 12.

2.14  In order to comply with those provisions of the French Law relating to the
      sale and purchase of the French Real Property and in particular, the
      necessity to obtain clearance of any Encumbrances on the French Real
      Property before its sale and purchase to RoweCom (or the

                                      -18-
<PAGE>

      French Purchaser), the parties agree and procure to sign at Completion the
      French Real Property Option whereby the French Vendor will grant to
      RoweCom or the French Purchaser, the option to buy the French Real
      Property for the Consideration provided in schedule 12. The French Real
      Property Option will reiterate those clauses of this agreement in respect
      of the French Real Property which are required under French law or which
      are necessary for the implementation of this agreement within France.

2.15  Upon complete clearance of any Encumbrance on the French Real Property,
      the parties agree and procure to sign the French notarised deed agreement
      which will provide for the sale and purchase of the French Real Property
      by RoweCom (or the French Purchaser) at the Consideration attached to the
      French Real Property set out in schedule 12. The French notarised deed
      agreement will reiterate those clauses of this agreement in respect of the
      French Real Property which are required under French law or which are
      necessary for the implementation of this agreement within France. At the
      date of execution of this notarised deed agreement, RoweCom (or the French
      Purchaser) will pay to Dawson (or the French Vendor) the Consideration for
      the French Real Estate Property as set out in Schedule 12.

2.16  In order for the French Purchaser to be incorporated and to be registered
      at the relevant Registre du Commerce et des Societes within France, the
      parties agree to sign or procure that a French short term lease agreement
      is signed before Completion. Pursuant to this short term lease agreement
      the French Purchaser will be granted by the French Vendor, on a free
      basis, the right to register its head office at the French Real Property
      before Completion and to carry out its activities (and the French
      Business) within the French Real Property between the Completion Date
      until the execution of the French notarised deed agreement referred to in
      clause 2.15, it being expressly agreed that, failing Completion taking
      place as provided under clause 3.6, each party will be entitled to
      terminate this short-term lease agreement subject to 30 day's prior notice
      being provided by registered letter with acknowledgement of receipt.

2.17  Upon execution of the above mentioned French notarised deed agreement,
      RoweCom (or the French Purchaser) undertakes to execute the French Lease
      with the French Vendor. The French Lease will be expressly excluded from
      the scope of the provisions of the French (Decree n)53-960 of 30 September
      1953 relating to commercial lease agreements and will provide for the
      general principles agreed between the parties as of the date hereof and
      relating to the Shared Services between the parties. In particular, the
      Lease Agreement will grant the right to the French Vendor to use, during a
      maximum duration period of twelve months and under reasonable conditions,
      that part of the French Real Property that will be necessary for the
      French Vendor to carry out exclusively the Books Business, and will
      provide for the payment by Dawson (or the French Vendor) to RoweCom (or
      the French Purchaser) of a monthly rent in an amount to be negotiated in
      good faith between the parties, including any costs whatsoever arising
      from or in respect of the use of the French Real Property by the French
      Vendor and corresponding to the pro rata of that part of the French Real
      Property to be occupied by the French Vendor.

2.18  In order to comply with Spanish law relating to the sale and purchase of
      certain business assets, the parties agree and procure to sign at
      Completion the Spanish Business Agreement in the agreed terms, and any
      other document which would be required for the sale and purchase of part
      or all of the Spanish Business (including the Spanish Real Property). The

                                      -19-
<PAGE>

      Spanish Business Agreement will reiterate those clauses of this agreement
      in respect of the Spanish Business which are required under Spanish laws
      or necessary for the implementation of this agreement within Spain, and in
      particular but without limitation, part B of schedule 3 with respect to
      the Spanish Business, together with a precise and clear list and valuation
      of any of the Assets transferred.

3.    CONDITIONS

3.1   Completion is conditional upon the fulfilment of each of the Conditions as
      follows:-

      (a)  the passing at the EGM (and not at any adjournment) of a resolution
           to approve the sale and purchase provided for herein on the terms set
           out in this agreement;

      (b)  all filings having been made and all or any applicable waiting and
           other time periods (including extensions thereto) under the
           US Hart-Scott-Rodino Anti-trust Improvements Act of 1976
           (as amended) and the rules and regulations promulgated thereunder
           (collectively, including such rules and regulations, the "HSR Act")
           in respect of the proposed acquisition of the US Shares;

      (c)  the earlier of:-

           (i)   a notification having been made under the Investment Canada Act
                 (Canada) by RoweCom and confirmation being received that the
                 transaction is not reviewable; or

           (ii)  the expiry of 21 days from the certified date referred to in
                 paragraph 13(1)(a) of the Investment Canada Act without receipt
                 by RoweCom of a notice of review issued under the Investment
                 Canada Act; or

           (iii) the waiver of this Condition by RoweCom;

      (d)  Dawson obtaining or procuring:-

           (i)   the release of any guarantee, indemnity, security, bonding
                 liability, surety, letter of comfort or other similar
                 contingent liability or commitment given or entered into prior
                 to Completion by the Company or the Subsidiaries in relation to
                 obligations or liabilities of any member of the Dawson Group
                 (past or present) other than those otherwise agreed in writing
                 by RoweCom prior to Completion;

           (ii)  the satisfaction or repayment of any debts, liabilities or
                 other obligations by way of borrowing (including Intra-Group
                 Indebtedness) of the Company or any Subsidiary other than to
                 the extent to which they are agreed to be provided for in the
                 Completion Accounts or are provided for in schedule 16; and

                                      -20-
<PAGE>

           (iii)      the release, satisfaction or removal of any and all
                Encumbrances on any of the shares in any Group Company, Asset
                Businesses or Assets or the assets of any Group Company other
                than any Permitted Encumbrances;

      (e)  the delivery by Dawson to RoweCom immediately prior to Completion of
           a letter signed (without personal liability) by a director of Dawson
           (on behalf of Dawson) in the form set out in schedule 13.

3.2   Both parties hereto shall use all reasonable endeavours to ensure that all
      appropriate authorisations, orders, grants, consents, clearances,
      licences, permissions and approvals are obtained and filings made for the
      purposes of clauses 3.1(b) to 3.1(d) and shall (subject to satisfaction or
      waiver in accordance with this agreement of Conditions 3.1(a), 3.1(b),
      3.1(d) and 3.1(e)) proceed to Completion provided that:-

      (a)  as many Regulatory Consents and Third Party Consents as are capable
           of being obtained have been so obtained; and

      (b)  if there are any jurisdictions where Regulatory Consents or Third
           Party Consents are required, but are not obtained for the acquisition
           by and transfer to the Purchaser of any of the Assets or US Shares in
           accordance with the terms of this agreement, Completion in relation
           to those Asset Businesses and/or Group Companies Assets and/or the US
           Shares in such jurisdiction shall not be effected and the parties
           shall:-

           (i)  agree to such variations to the terms of this agreement as may
                be necessary to reflect the fact that Completion of some but not
                all of the Group Companies or the Asset Businesses or the Assets
                will occur;

           (ii) use their best endeavours to obtain such authorisations, orders,
                grants, consents, clearances, licences and permissions, and make
                such filings as are required in order for the sale and purchase
                of each of the other Group Companies and/or the Asset Businesses
                and/or the Assets to take place as soon as practicable after
                Completion and the parties hereby agree to enter into or procure
                the entry into of any further agreements or arrangements as may
                be deemed necessary in order to effect the same or to reflect
                any necessary contractual arrangement to be entered into between
                those members of the Group to be sold and those which will
                remain within the Dawson Group.

      (c)  If all of the Conditions (save for those compliance with which has
           been waived in accordance with the terms of this agreement) have been
           fulfilled other than clause 3.1(c) the parties shall proceed to
           Completion except in relation to the Canadian Business where clause
           3.2(b) shall apply.

3.3   Dawson shall use all reasonable endeavours to procure that the Conditions
      are satisfied.

3.4   RoweCom undertakes to use all reasonable endeavours to procure the
      fulfilment of the Conditions set out in clause 3.1(b) to (e) by 2 October
      1999. Each of the parties shall (a) comply at the earliest practical date
      with any request under the HSR Act for additional

                                      -21-
<PAGE>

      information, documents, or other material received by such party or any of
      its subsidiaries from the Federal Trade Commission or the Department of
      Justice or any other Governmental entity in respect of the HSR Act
      filings, and (b) co-operate with the other party in connection with any
      such filing and in connection with resolving any investigation or other
      enquiry of any such agency or other Governmental entity with respect to
      any such filing or any such transaction. Each party shall promptly inform
      the other party of any communication with, and any proposed understanding,
      undertaking, or agreement with, any Governmental entity regarding any such
      filings or any such transaction. Neither party shall participate in any
      meeting with any Governmental entity in respect of any such filings,
      investigation, or other enquiry without giving the other party notice of
      the meeting and, to the extent permitted by such Governmental entity, the
      opportunity to attend and participate.

3.5   RoweCom may by notice in writing to Dawson waive any of the Conditions
      contained in clauses 3.1(b) to (e) in whole or in part; Dawson may by
      notice in writing to RoweCom waive the Condition contained in clause
      3.1(a) in whole or in part.

3.6   If all of the Conditions (save for those compliance with which has been
      waived in accordance with the terms of this agreement) have not been
      fulfilled on or before 2 October 1999 either party may terminate this
      agreement with effect from that date provided that if the transactions
      contemplated herein have not been completed solely, due to the waiting
      period or any extensions thereof under the HSR Act or under the Investment
      Canada Act (Canada) not having expired or terminated then such date shall
      be extended to 31 October 1999 provided further that the right to
      terminate under this section shall not be available to any party whose
      wilful failure to fulfil any material obligation under this clause 3 has
      been the cause of or resulted in the failure to satisfy the conditions by
      that date.

3.7   If this agreement terminates in accordance with clause 3.6 the obligations
      of the parties shall automatically terminate save that the rights and
      liabilities of the parties which have accrued prior to termination under
      clauses 3.3, 3.4, 15, 18, 19, 27 and 29 shall continue to subsist.

3.8   Dawson shall keep RoweCom advised of the progress towards the satisfaction
      of its obligations under clause 3.3. RoweCom shall keep Dawson advised of
      the progress towards the satisfaction of its obligations under clause 3.4.

4.    PERIOD TO COMPLETION

4.1   Dawson undertakes to RoweCom to procure that each member of the Group
      (including, in respect of each of the Asset Businesses, the relevant Asset
      Vendor) shall unless otherwise agreed in writing by RoweCom:-

      (a)  operate its business and activities in their usual course and in such
           a manner between today's date and the Completion Date as to ensure
           that no act or event shall occur during that period which would be
           reasonably expected to result in a material breach of the Warranties
           upon their repetition immediately prior to Completion and will not
           make or institute any material changes in its methods of purchase,
           sale, management, accounting or operation during such period; and

                                      -22-
<PAGE>

      (b)  without prejudice to the generality of the foregoing, comply with
           each of the undertakings set out in schedule 5,

      provided that Dawson shall not be liable under this clause 4.1 to the
      extent that such liability has arisen as a result of any act, omission or
      direction of the RoweCom Group.

4.2   If:-

      (a)  Dawson is in material breach of any of the Warranties or there occur
           circumstances, facts, matters or events from time to time subsisting
           which would constitute a material breach of any of the Warranties or
           would give rise to a material claim under any of the Indemnities
           and/or the Tax Deed; or

      (b)  there shall occur any act or event between the date hereof and
           Completion which would result in a material breach of any of the
           Warranties were they repeated immediately prior to Completion; or

      (c)  there is any material breach or non-fulfilment by Dawson of its
           obligations hereunder,

      which in any such case is incapable of remedy or, if capable of remedy, is
      not remedied by Dawson by the Completion Date or (if earlier) within seven
      days after notice thereof from RoweCom requiring the same to be remedied
      then in any such case RoweCom shall be entitled to elect by notice in
      writing to Dawson not to complete the purchase of the US Shares and the
      Asset Businesses in accordance with clause 2.1, in which event this
      agreement shall automatically terminate save that the rights and
      liabilities of the parties which have accrued prior to termination under
      clauses 15, 18, 19, 27 and 29 shall continue to subsist. For the purposes
      of this clause 4.2, "material" means material in the context of the sale
      and purchase of the Group as contemplated by this agreement when such sale
      and purchase of the Group is taken as a whole.

4.3   RoweCom shall not be entitled to exercise its right to not complete under
      this agreement where the right or claim arises because a customer,
      employee or publisher notifies the Group or RoweCom or the Dawson Group or
      otherwise decides after the Announcement Date that it will cease its
      business dealings or other relationship with the Group or will decrease
      the level of business with the Group or change the terms on which it does
      business with the Group.

4.4   Pending Completion RoweCom and any person authorised by it shall be given
      full access to the Properties and to all the books and records of each
      member of the Group by prior appointment during normal business hours and
      without causing undue disruption to the business of the Dawson Group or
      the Group and the directors and employees of the Dawson Group and each
      member of the Group shall be instructed to give promptly all such
      information and explanations as RoweCom or any such person may reasonably
      request.

4.5   Dawson undertakes to RoweCom that it will promptly disclose in writing to
      RoweCom any matter or thing which becomes known to it after the date
      hereof and prior to Completion which:-

                                      -23-
<PAGE>

      (a)  is inconsistent with any of the Warranties were they repeated at all
           times prior to Completion by reference to the facts and circumstances
           then subsisting; or

      (b)  would be likely to give rise to a claim under the Indemnities and/or
           the Tax Deed.

4.6   For the avoidance of doubt, in the event that RoweCom exercises its right
      to not complete the sale and purchase of the Group under clause 4.2 such
      exercise of that right shall be the only remedy of RoweCom and the
      Purchasers under this agreement and RoweCom shall have no other rights
      under the terms of the agreement including any right to damages or
      recovery of costs save in respect of fraud or fraudulent concealment.

5.    COMPLETION

5.1   Completion shall, subject to clause 3.2, take place at the offices of
      RoweCom's Solicitors in London on 2 October 1999 or if the Conditions are
      not satisfied by that date such later date which is the second Business
      Day following the Conditions being satisfied or waived in accordance with
      clause 3.

5.2   In the event that any element of the Estimated Working Capital Amount is:-

      (a)  less than zero Dawson shall procure that on Completion each Vendor
           pays to the relevant Purchaser the amount necessary to satisfy any
           negative portion of the Estimated Working Capital Amount specified
           against that Purchaser's name in schedule 12; and

      (b)  greater than zero RoweCom shall procure that on Completion each
           Purchaser pays to the relevant Vendor the amount specified against
           that Purchaser's name in schedule 12.

5.3   On Completion each party shall, subject to clause 3.2, do those things
      listed in schedule 10.

5.4   RoweCom shall not be obliged to complete the purchase of any of the US
      Shares or the Asset Businesses unless Dawson completes the sale of all of
      the US Shares and the Asset Businesses and the payment of any sum due
      under clause 5.2 simultaneously, but completion of the purchase of some US
      Shares and part or some of the Asset Businesses shall not affect the
      rights of RoweCom with respect to its rights to the other US Shares and
      any other part or number of the Asset Businesses.

5.5   On Completion Dawson and each Vendor, each for itself and as agent for all
      members of the Dawson Group, hereby releases each member of the Group from
      any liability whatsoever (actual or contingent) to Dawson or any members
      of the Dawson Group outstanding at Completion (other than the Intra-Group
      Indebtedness and amounts owing in respect of the supply of goods in the
      ordinary course of trading to the extent provided for in the Completion
      Accounts).

                                      -24-
<PAGE>

6.    COMPLETION ACCOUNTS

6.1   RoweCom and Dawson shall use all reasonable endeavours to procure that,
      promptly after Completion, Completion Accounts together with the statement
      (the "Statement") of the Working Capital Amount, as at Completion, are
      prepared in accordance with the provisions of this clause 6.

6.2   The Completion Accounts shall be prepared on the basis of the accounting
      policies and procedures set out in schedule 9.

6.3   Dawson shall arrange for the Completion Accounts and the Statement to be
      prepared by the Group's employees with a view to such draft Completion
      Accounts being delivered to RoweCom within 40 Business Days of Completion.

6.4   RoweCom shall notify Dawson within 20 Business Days of receipt of such
      draft Completion Accounts and the Statement whether or not it accepts them
      for the purposes of this agreement.

6.5   If RoweCom notifies Dawson that it does not accept such draft Completion
      Accounts and Statement:-

      (a)  it shall, at the same time, set out in a notice in writing its
           reasons in full for such non-acceptance and specify the adjustments
           which, in its opinion, should be made to the draft Completion
           Accounts and the Statement in order to comply with the requirements
           of this agreement and deliver a copy of such notice to Dawson; and

      (b)  the parties shall use all reasonable endeavours to meet and discuss
           the objections of RoweCom and to reach agreement upon the adjustments
           (if any) required to be made to the draft Completion Accounts and the
           Statement.

6.6   If RoweCom is satisfied with the draft Completion Accounts and the
      Statement (either as originally submitted or after adjustments agreed
      between Dawson and RoweCom) or if RoweCom fails to notify Dawson of its
      non-acceptance of the draft Completion Accounts and the Statement within
      the 20 Business Day period referred to in clause 6.4, then the draft
      Completion Accounts and the Statement (incorporating any agreed
      adjustments) shall constitute the Completion Accounts and the Statement
      for the purposes of this agreement.

6.7   If Dawson and RoweCom do not reach agreement within 20 Business Days of
      RoweCom's notice of non-acceptance pursuant to clause 6.5 then the matters
      in dispute (and only those) shall be referred, on the application of
      either party, for determination by an independent firm of internationally
      recognised chartered accountants to be agreed upon by Dawson and RoweCom
      or, failing agreement, to be selected, on the application of either Dawson
      or RoweCom, by the President for the time being of the Institute of
      Chartered Accountants in England and Wales or his duly appointed deputy.
      The following provisions shall apply to such determination:-

      (a)  RoweCom and/or RoweCom's accountants and Dawson and/or Dawson's
           accountants shall each promptly prepare a written statement on the
           matters in dispute

                                      -25-
<PAGE>

           which (together with the relevant documents) shall be submitted to
           such independent firm for determination;

      (b)  in giving such determination, the firm shall state what adjustments
           (if any) are necessary to the draft Completion Accounts and the
           Statement in respect of the matters in dispute in order to comply
           with the requirements of this agreement;

      (c)  any such firm shall act as an expert (and not as an arbitrator) in
           making any such determination which shall be final and binding on the
           parties (in the absence of manifest error); and

      (d)  each party shall bear the costs and expenses of all counsel and other
           advisers, witnesses and employees retained by it and the costs and
           the expenses of the independent firm of accountants shall be borne
           between Dawson and RoweCom in such proportions as the firm shall in
           its discretion determine or, in the absence of any such
           determination, equally between Dawson and RoweCom.

6.8   When Dawson and RoweCom reach (or pursuant to clause 6.6 are deemed to
      reach) agreement on the Completion Accounts and the Statement or when the
      Completion Accounts and the Statement are finally determined at any stage
      in accordance with the procedures set out in this clause 6:-

      (a)  the Completion Accounts and the Statement as so agreed or determined
           shall be the Completion Accounts and the Statement for the purposes
           of this agreement and shall be final and binding on the parties; and

      (b)  the Working Capital Amounts shall be as set out in the Statement.

6.9   Subject to any rule of law or any regulatory body or any provision of any
      contract or arrangement entered into prior to the date of this agreement
      to the contrary, Dawson shall procure that each member of the Dawson Group
      shall, and RoweCom shall procure that each member of the Group shall,
      promptly provide each other, their respective advisers, the independent
      firm of chartered accountants appointed pursuant to this clause 6 to
      determine the Completion Accounts and the Statement and RoweCom's
      accountants and Dawson's accountants with all information (in their
      respective possession or control) relating to the operations of the Dawson
      Group and/or the Group, as the case may be, including access at all
      reasonable times to all Dawson Group and Group employees, books and
      records, and all co-operation and assistance, as may in any such case be
      reasonably required to:-

      (a)  enable the production of the Completion Accounts and the Statement;
           and

      (b)  enable any independent firm of chartered accountants appointed
           pursuant to this clause 6 to determine any matters in dispute as
           referred to in clause 6.7.

      Dawson and RoweCom hereby authorise each other, their respective advisers
      and the independent firm of chartered accountants appointed pursuant to
      this clause 6 to take copies of all information which they have agreed to
      provide under this clause 6.9.

                                      -26-
<PAGE>

6.10  In relation to each Working Capital Amount (in each case the payment
      being the "Final Working Capital Payment"), which is:-

      (a)  less than the relative Estimated Working Capital Amount, the relevant
           Vendor shall pay and Dawson shall procure the payment by the relevant
           Vendor, failing which Dawson shall itself make a payment to the
           relevant Purchaser;

      (b)  more than the relative Estimated Working Capital Amount, the relevant
           Purchaser shall pay and RoweCom shall procure the payment by the
           relevant Purchaser, failing which RoweCom shall itself make a
           payment, to the relevant Vendor,

      of an amount equal to the difference between the relevant Working Capital
      Amount and the relevant Estimated Working Capital Amount, within seven
      Business Days of the agreement or determination of the Completion Accounts
      (the "Final Working Capital Payment Date"), together with interest thereon
      at the Agreed Rate computed from the Completion Date to the date of actual
      payment thereof both dates exclusive on the basis of the actual number of
      days elapsed and a 365 day year. Any payment shall be by means of
      telegraphic transfer of funds to the accounts of the relevant Vendors or
      Purchasers as notified to Dawson or RoweCom no later than five Business
      Days prior to Completion, as the case may require.

6.11  In the event that prior to the Final Working Capital Payment Date RoweCom
      shall have given notice to Dawson of a claim or claims under the
      Warranties and/or the Indemnities and/or the Tax Deed then the following
      provisions shall at the sole option of RoweCom apply to the extent that
      any such claim or claims shall have been settled (in accordance with
      clause 6.12) but shall not have been paid by or on behalf of Dawson prior
      to the Final Working Capital Payment Date, RoweCom shall be entitled to
      treat its obligations hereunder to satisfy the Final Working Capital
      Payment to Dawson and the Vendors as being reduced pro tanto by the
      amount, to the extent settled (as to liability and quantum), of such claim
      or claims.

6.12  A claim shall be regarded as settled for the purposes of clause 6.11 if
      either:-

      (a)  Dawson and RoweCom (or their respective solicitors) shall so agree in
           writing; or

      (b)  a court has awarded judgment against Dawson in respect of the claim
           and no right of appeal lies in respect of such judgment or the
           parties are debarred whether by the passage of time or otherwise from
           exercising any such right of appeal.

6.13  For the avoidance of doubt nothing contained in clause 6.11 shall
      prejudice the right of RoweCom or the Purchasers to recover against Dawson
      otherwise than pursuant to clause 6.10 or to make any claim against Dawson
      under the Warranties and/or the Indemnities and/or the Tax Deed whether
      before or after the Final Working Capital Payment Date whether in
      accordance with the procedure specified in clause 6.10 or otherwise
      provided that neither RoweCom nor the Purchasers can recover more than
      once in respect of the same claim.

6.14  RoweCom shall use all reasonable endeavours to procure that, promptly
      after the expiry of the First Quarter, First Quarter Accounts together
      with the statement of First Quarter Profit

                                      -27-
<PAGE>

      Amount (the "First Quarter Statement") are prepared on the basis of the
      accounting policies and procedures set out in schedule 17. The provisions
      of clauses 6.2 to 6.9 (inclusive) and clauses 6.11 to 6.13 (inclusive)
      shall apply to this clause 6.14 mutatis mutandis in respect of the First
      Quarter Accounts except that:-

      (a)   "Dawson" is replaced with "RoweCom" and "RoweCom" is replaced with
            "Dawson" in respect of clauses 6.2 to 6.8 (inclusive);

      (b)   "Completion Date" and "Completion" is replaced with "First Quarter
            Date";

      (c)   "Completion Accounts" is replaced with "First Quarter Accounts";

      (d)   "Statement" is replaced with "First Quarter Statement";

      (e)   "Working Capital Amounts" is replaced with "First Quarter Profit
            Amount"; and

      (f)   "Final Working Capital Payment Date" is replaced with "Final First
            Quarter Payment Date".

6.15  If the First Quarter Profit Amount as determined in accordance with this
      clause 6 is less or more than the Estimated First Quarter Profit Amount
      the value of the Second Tranche payable in accordance with clause 2.4(d)
      shall be adjusted (upwards or downwards) in accordance with the following
      formula:-

      A x C = D
      -
      B


      where:-

      A is the First Quarter Profit Amount;
      B is the Estimated First Quarter Profit Amount;
      C is the Consideration (prior to any adjustment); and
      D is the First Quarter Profit adjustment base figure.

      If D is less than or greater than the Consideration the value of the
      Second Tranche to be allotted and issued to Dawson in accordance with
      clause 2.4(d) shall be reduced or increased by the amount of the
      difference provided that the Consideration paid to Dawson shall not be
      less than (Pounds)30,000,000.

6.16  During the First Quarter RoweCom will not (and shall procure that the
      Purchasers and the Group or any other company in the RoweCom Group or any
      associate of any such company shall not) without the prior written consent
      of Dawson:-

      (a)  sell, transfer or otherwise dispose of the Business or the Group (or
           a material part of the assets of any member of the Group) whether by
           a single transaction or by a series of transactions whether related
           or not; or

                                      -28-
<PAGE>

      (b)  allow any member of the Group to cease to trade, to go into
           receivership or administration or commence liquidation or winding-up
           or suffer any similar action or process under the laws of any
           jurisdiction; or

      (c)  materially change the nature, extent, scope or conduct of the
           business of or goods dealt in or services rendered by any member of
           the Group as currently carried on; or

      (d)  change the name of the Group provided that such restriction shall not
           prevent the Group being co-branded as part of the RoweCom Group; or

      (e)  change the location of the principal place(s) of business of any
           member of the Group; or

      (f)  effect any reconstruction, amalgamation, merger or consolidation of
           the Group; or

      (g)  act or omit to act in any way with the intention of diminishing or
           adversely affecting the First Quarter Profit Amount.

6.17  RoweCom shall until determination pursuant to clause 6.15 of the First
      Quarter Profit Amount provide Dawson on a monthly basis within 14 days of
      the end of each calendar month with management accounts for the Group and
      each of the Assets Businesses and the Company showing the amount of gross
      profits as determined in accordance with paragraph 2 of schedule 17.

6.18  For the purposes of the definition of the First Quarter Profit Amount and
      clause 6.15 all orders placed under Fedlink in relation to the Business
      with any member of the Group or RoweCom or any associate of any Group
      Company between Completion and 31 January 2000 shall be deemed to be
      included to the extent that an equivalent order had been placed under
      Fedlink by the same customer and the revenue generated by such order had
      been included in the calculation of the Estimated First Quarter Profit
      Amount.

6.19  In relation to the Second Tranche shares RoweCom shall issue and allot any
      Second Tranche Shares to Dawson (or as it shall otherwise direct) within
      30 days of the determination of the First Quarter Profit Amount.

6.20  The provisions of schedule 15 shall apply in relation to the registration
      of the RoweCom Shares.

6.21  To the extent necessary to ensure that a liability is only taken into
      account once, an appropriate adjustment shall be made to the Working
      Capital Amount or a balancing payment shall be made by RoweCom to Dawson
      or the French Vendor within seven days of any sum being paid to a trade
      creditor that would fall to be taken into account in the Completion
      Accounts or under clauses 2.9 or 2.10.

7.    INDEBTEDNESS

7.1   Immediately prior to Completion, to the extent that there is any
      Intra-Group Indebtedness owed:-

                                      -29-
<PAGE>

      (a)   by the Dawson Group to the Company or the Subsidiaries as at
            Completion, Dawson shall pay or, as the case may be, repay (or
            procure that the relevant member or members of the Dawson Group
            shall pay or, as the case may be, repay) such Intra-Group
            Indebtedness by way of telegraphic transfer of funds to RoweCom's
            Account for the benefit of the relevant member of the Group; and

      (b)   by the Group to any member of the Dawson Group as at Completion,
            Dawson shall procure the repayment by the Company or the
            Subsidiaries to any member of the Dawson Group of such Intra-Group
            Indebtedness by way of telegraphic transfer of funds to bank
            accounts of those members.

7.2   Dawson hereby irrevocably and unconditionally undertakes to pay to RoweCom
      on Completion an amount, if any, equal (after allowing for all Assumed
      Liabilities) to:-

      (a)   the aggregate amount of all bank and other similar borrowings of the
            Company and Subsidiaries outstanding at Completion;

      (b)   the aggregate amount of all finance lease liabilities of the Group
            as at Completion other than those liabilities which are set out in
            schedule 16;

      (c)   the payment of any dividend or distribution declared and not paid in
            respect of the Company and Subsidiaries prior to the Completion.

8.    WARRANTIES

8.1   Dawson represents and warrants to RoweCom (on behalf of itself and as
      agent for the Purchasers) in the terms of the Warranties. The Warranties
      shall be deemed to have been repeated immediately prior to Completion by
      reference to the facts and circumstances then subsisting.

8.2   Each of the Warranties shall be construed as a separate representation and
      warranty, and (unless expressly provided to the contrary) shall not be
      limited by the terms of any of the other Warranties or by any other term
      of this agreement.

8.3   Any information supplied by or on behalf of any member of the Group to or
      on behalf of Dawson or on behalf of any member of the Dawson Group in
      connection with the Warranties, the Disclosure Letters or otherwise in
      relation to this agreement or the business and affairs of any member of
      the Group shall not constitute a representation or warranty or guarantee
      as to the accuracy thereof by any member of the Group and Dawson
      undertakes to RoweCom (on behalf of itself and as trustee of each member
      of the Group and their respective directors and employees) that it will
      not, and will procure that no member of the Dawson Group will, bring any
      and all claims which it might otherwise have against any member of the
      Group (or any of their respective directors or employees in respect
      thereof) and Dawson undertakes to indemnify RoweCom, any member of the
      Group and any of their respective directors and employees against any such
      claim.

                                      -30-
<PAGE>

8.4   Without restricting the rights of RoweCom or the ability of RoweCom to
      claim damages on any basis available to it if Dawson is in breach of any
      of the Warranties Dawson shall pay to RoweCom on demand the amount
      necessary to put the Group into the position which would have existed if
      the said Warranties had not been breached. The quantum of any liability of
      Dawson under this clause 8.4 shall not exceed the amount calculated in
      accordance with the general law as to quantum of damages for breach of
      Warranties.

8.5   The liability of Dawson under the Warranties and under clause 8.4 and the
      Indemnities (and references in schedule 4 to the Warranties shall be
      deemed to include reference to clause 8.4) shall be limited by schedule 4
      if and to the extent that the limitations referred to in schedule 4 apply.

8.6   No information relating to the Group of which RoweCom has knowledge
      (actual or constructive) other than that contained in or referred to in
      this agreement and/or included in the Disclosure Letter and/or the Due
      Diligence Reports and no investigation by or on behalf of RoweCom shall
      prejudice any claim by RoweCom under the Warranties or reduce any amount
      recoverable thereunder.

8.7   The parties acknowledge that RoweCom is entering into this agreement and
      the other agreements referred to herein in reliance on the Warranties.

8.8   Dawson acknowledges that it is the intention of RoweCom and Dawson that
      RoweCom acquire all the Assets and should be responsible for the Assumed
      Liabilities but should not inherit or become responsible for any other
      liabilities other than as agreed. Accordingly, save to the extent provided
      for in the Completion Accounts and subject to those provisions of schedule
      4 which are expressed to apply to this clause 8.8, Dawson undertakes to
      RoweCom (for itself and as trustee for each of the Purchasers and each
      member of the Group) to indemnify and hold indemnified RoweCom and each of
      the Purchasers and each Group Company against all liabilities whether
      accrued, absolute, contingent, or otherwise (including without limitation
      liabilities, as guarantor or otherwise, in respect of obligations of
      others) of the Business, the Company, and/or the Subsidiaries; in each
      case to the extent such liabilities exist on or prior to but not as a
      result of Completion, or arise out of or relate to acts or omissions prior
      to Completion; but in each case only to the extent that such liabilities
      are not reflected in the Completion Accounts or are not Assumed
      Liabilities or the equivalent of Assumed Liabilities of any Group Company
      or any liability relating to Tax of or relating to the Company or the
      Subsidiaries (which is dealt with by the Tax Deed).

8.9   For the period up until Completion Dawson shall give to RoweCom all such
      information and documentation relating to the Group as RoweCom shall
      reasonably require to enable it to satisfy itself as to whether there has
      been any breach of the Warranties.

9.    PROTECTION OF GOODWILL

9.1   Dawson hereby undertakes to procure that (except as otherwise agreed in
      writing with RoweCom) no member of the Dawson Group will either solely or
      jointly with any other person (either on its own account or as the agent
      of any other person):-

                                      -31-
<PAGE>

      (a)  for a period of five years (except in the case of the French Business
           in which case the relevant period shall be three years) from
           Completion carry on or be engaged or concerned or (except as the
           holder of shares in a listed company (other than RoweCom) which
           confer not more than two per cent. of the votes which can generally
           be cast at a general meeting of the company) interested directly or
           indirectly in the Relevant Business;

      (b)  for a period of five years (except in the case of the French Business
           in which case the relevant period shall be three years) from
           Completion solicit or accept the custom of any person in respect of
           goods or services competitive with those manufactured or supplied by
           any member of the Group in respect of the Relevant Business during
           the period of 12 months immediately prior to Completion, such person
           having been a customer of the Group in respect of such goods or
           services during such period;

      (c)  for a period of five years (except in the case of the French Business
           in which case the relevant period shall be three years) from
           Completion induce, solicit or endeavour to entice to leave the
           service or employment of any member of the Group, any person who
           during the period of 12 months prior to Completion was an employee of
           any member of the Group occupying a senior or managerial position
           likely (in the opinion of RoweCom) to be:-

           (i)  in possession of confidential information relating to; or

           (ii) able to influence the customer relationships or connections of,

           any member of the Group; or

      (d)  use the Trade Names or any other name intended or likely to be
           confused with the Trade Names.

9.2   Dawson agrees that the undertakings contained in this clause 9 are
      reasonable and are entered into for the purpose of protecting the goodwill
      of the business of each member of the Group and that accordingly the
      benefit of the undertakings may be assigned by RoweCom and its successors
      in title without the consent of Dawson.

9.3   Each undertaking contained in this clause 9 is and shall be construed as
      separate and severable and if one or more of the undertakings is held to
      be against the public interest or unlawful or in any way an unreasonable
      restraint of trade or unenforceable in whole or in part for any reason the
      remaining undertakings or parts thereof, as appropriate, shall continue to
      bind Dawson.

9.4   If any undertaking contained in this clause 9 shall be held to be void but
      would be valid if deleted in part or reduced in application, such
      undertaking shall apply with such deletion or modification as may be
      necessary to make it valid and enforceable. Without prejudice to the
      generality of the foregoing, such period (as the same may previously have
      been reduced by virtue of this clause 9.4) shall take effect as if reduced
      by six months until the resulting period shall be valid and enforceable.

                                      -32-
<PAGE>

9.5   No provision of this agreement, by virtue of which this agreement is
      subject to registration (if such be the case) under the Restrictive Trade
      Practices Act 1976 (unless this agreement is a non-notifiable agreement
      pursuant to section 27A of that Act), shall take effect until the day
      after particulars of this agreement have been furnished to the Director-
      General of Fair Trading pursuant to section 24 of that Act. For this
      purpose the expression "this agreement" includes any agreement or
      arrangement of which this agreement forms part and which is registrable or
      by virtue of which this agreement is registrable.

9.6   RoweCom hereby undertakes to procure that (except as otherwise agreed in
      writing with Dawson) no member of the Group or the RoweCom Group will
      either solely or jointly with any other person (either on its own account
      or as the agent of any other person) for a period of five years from
      Completion induce, solicit or endeavour to entice to leave the service or
      employment of any member of the Dawson Group, any person who during the
      period of 12 months prior to Completion was an employee of any member of
      the Dawson Group occupying a senior or managerial position likely (in the
      opinion of RoweCom) to be:-

      (a)  in possession of confidential information relating to; or

      (b)  able to influence the customer relationships or connections of,

      any member of the Dawson Group.

10.   ACTION AFTER COMPLETION AND UNDERTAKINGS OR PERMISSIONS BY DAWSON

10.1  Forthwith after Completion, Dawson shall join with RoweCom in sending out
      a notice in the agreed terms to all the customers, clients or suppliers
      and respective other business contacts in respect of the Business.

10.2  After Completion Dawson shall promptly pass on to RoweCom all orders,
      enquiries, notices, correspondence and information relating to the
      Business which any member of the Dawson Group may receive.

10.3  Dawson shall (at its own expense) procure that the name(s) (including,
      trade names and signs) of each member of the Dawson Group, the name of
      which include any of the Trade Names shall be changed within 30 days after
      Completion so as not to include such words nor any similar words or any
      words likely to be confused therewith after Completion and Dawson shall
      and shall procure that each such member shall from time to time after
      Completion upon the request of RoweCom give any consent or confirmation
      necessary for the adoption by RoweCom or any person connected with it of
      any name incorporating such words.

10.4  Following Completion, Dawson shall from time to time forthwith upon the
      reasonable request from RoweCom at Dawson's expense do or procure the
      doing of all acts and/or execute or procure the execution of all such
      documents in a form reasonably satisfactory to RoweCom for the purpose of
      vesting in RoweCom or as it may direct the full legal and

                                      -33-
<PAGE>

      beneficial title to the Assets and the Business and at RoweCom's expense
      otherwise giving RoweCom the full benefit of this agreement.

10.5  Each of Dawson and RoweCom undertakes to the other (as trustees for the
      relevant member of the RoweCom Group or the Dawson Group) to procure that
      each member of the Dawson Group and the RoweCom Group respectively
      performs in the ordinary course of business its obligations which are
      partially or wholly unperformed at Completion owed to any member of the
      RoweCom Group or the Dawson Group in respect of ordinary trading
      activities.

10.6  Dawson undertakes to RoweCom to use all reasonable endeavours to procure
      that the members of the Dawson Group and any person or undertaking into
      whose possession or ownership such books, records or documents
      subsequently pass, shall preserve for a period of at least seven years
      from Completion all books, records and documents of or relating to the
      Group existing at Completion and which are retained by the Dawson Group.
      Dawson undertakes to permit and allow, and to procure that the members of
      the Dawson Group and any person or undertaking into whose possession or
      ownership such books, records or documents subsequently pass shall permit
      and allow, upon reasonable notice (and in any event within seven days of
      written notice being given) and during normal business hours, RoweCom
      and/or the Purchasers and the officers, employees, agents and professional
      advisers of RoweCom and/or the Purchasers reasonable access to such tax
      and accounting books, records and documents and such other books and
      records as are reasonably necessary for the Purchaser to see in connection
      with the sale of the Asset Businesses and the extraction of the relevant
      assets and liabilities from the Dawson Group and the right to inspect the
      same and make copies thereof PROVIDED THAT such access and right of
      inspection may be denied in relation to any matters the subject of a
      relevant claim by RoweCom or any of the Purchasers.

10.7  RoweCom undertakes to Dawson to use all reasonable endeavours to procure
      that the members of the RoweCom Group and any person or undertaking into
      whose possession or ownership the Books and Records subsequently pass,
      shall preserve for a period of at least seven years from Completion the
      Books and Records. RoweCom undertakes to permit and allow, and to procure
      that the members of the RoweCom Group and any person or undertaking into
      whose possession or ownership the Books and Records subsequently pass
      shall permit and allow, upon reasonable notice (any in any event within
      seven days of written notice being given) and during normal business
      hours, the Dawson Group and the officers, employees, agents and
      professional advisers of the Dawson Group reasonable access to the Books
      and Records and such other books and records as are reasonably necessary
      for the Dawson Group to see for audit, tax or regulatory purposes only and
      the right to inspect the same and make copies thereof PROVIDED THAT such
      access and right of inspection may be denied in relation to any matters
      the subject of a relevant claim by Dawson or any of the Vendors.

10.8  RoweCom and Dawson (for itself and each relevant member of the Dawson
      Group) shall, at Completion, enter into the IQ Software Licence.

10.9  RoweCom and each Purchaser undertake to Dawson that it shall or shall
      procure that the employees of the Group shall prepare the financial
      statements relating to the Group for the financial year ending 30
      September 1999 and shall provide all reasonable assistance to

                                      -34-
<PAGE>

      Dawson and its accountants with regard to the audit of such financial
      statements in accordance with the usual policies procedures and timetable
      in relation to the preparation of the Dawson Group's financial statements.
      Dawson and each Vendor undertake to RoweCom that it shall provide or shall
      procure that all reasonable assistance is provided to RoweCom and its
      accountants with regard to the preparation and audit of the 8-K filing
      required by the SEC to be made within 75 days of Completion.

10.10 Dawson undertakes to RoweCom (for itself and as a trustee for each member
      of the RoweCom Group) that it shall indemnify and hold harmless each and
      every member of the RoweCom Group from any and all costs, claims and
      liabilities arising under any guarantee or indemnity given for the benefit
      of the Dawson Group by the Group.

10.11 Dawson shall not, and shall procure that no other member of the Dawson
      Group shall, use, infringe or claim any right, title or interest in any of
      the Intellectual Property Rights owned by the RoweCom Group after
      Completion other than as permitted under or pursuant to the IQ Software
      Licence, or otherwise than as required in relation to the Shared Services.

10.12 Dawson shall permit RoweCom to cause a full inspection of the Canadian
      Real Property to be made by municipal, building department, zoning
      department, environmental department, fire department, Ministry of Health
      and such other appropriate authorities as RoweCom or RoweCom's Canadian
      legal counsel may consider necessary or advisable at any time and from
      time to time prior to Completion in order to ensure that such properties
      comply with all applicable statutes, by laws and regulations. Dawson shall
      provide any consents or authorisations (written or otherwise) necessary or
      desirable to enable RoweCom or RoweCom's Canadian legal counsel to carry
      out such investigations as they may consider necessary or advisable, as
      soon as reasonably practicable after request by RoweCom therefor.

10.13 Dawson hereby grants RoweCom (for itself and as trustee for each member
      of the RoweCom Group):-

      (a)  a perpetual, royalty-free, irrevocable non-exclusive licence to use
           the "Dawson" name (but, for the avoidance of doubt excluding the
           "Dawson" domain name) in connection with the Business anywhere in the
           world except in the United Kingdom; and

      (b)  a 12 month, royalty-free, irrevocable (for such 12 month period) non-
           exclusive licence to use the "Dawson" name (but, for the avoidance of
           doubt excluding the "Dawson" domain name) in connection with the
           Business in the United Kingdom,

      together in each case with the right to assign and sublease its rights
      under such licences to other members of the RoweCom Group.

10.14 RoweCom and each Purchaser shall (and shall procure that the Group shall)
      pay to Dawson or the relevant Vendor within ten Business Days of senior
      management at RoweCom or the Group being made aware that such amount has
      been received, an amount equal to all sums received following Completion
      in respect of the operations of the Business prior to Completion (or in
      the case of the Company and the Subsidiaries which relate to any aspect

                                      -35-
<PAGE>

      of their business) except to the extent that such sums have been taken
      into account in the Completion Accounts in the calculation of the Working
      Capital Amount. Dawson and each Vendor shall pay to RoweCom (for itself
      and on behalf of each Purchaser) within ten Business Days of senior
      management at Dawson being made aware that such amount has been received,
      an amount equal to all sums received following Completion in respect of
      the operation of the Business from and including Completion except to the
      extent that such sums have been taken into account in the Completion
      Accounts in the calculation of the Working Capital Amount.

10.15 RoweCom and Dawson each agree to provide or to procure that the Shared
      Services are provided to the other until three months' written notice is
      provided by either party in accordance with clause 27 provided that such
      services shall continue for a minimum of nine months from Completion.
      RoweCom and Dawson shall act in good faith to establish the reasonable
      level of costs to be paid for by each party for the provision of the
      Shared Services.

11.   LIABILITIES OF THE BUSINESS

11.1  RoweCom shall:-

      (a)  with effect from the Completion Date assume responsibility for and
           indemnify Dawson against the payment or performance of the Assumed
           Liabilities;

      (b)  without prejudice to clause 11.1(a), with effect from the Completion
           Date shall pay or perform the Assumed Liabilities in accordance with
           practice similar to the present performance of the relevant member of
           the Dawson Group in the payment, or as the case may be, the
           performance of the Assumed Liabilities;

      (c)  procure the cancellation at Completion of those securities or
           guarantees given in respect of the Assumed Liabilities by a member of
           the Dawson Group or by any third party, which have been expressly
           specified in the Disclosure Letter and, where necessary, use all
           reasonable endeavours to arrange for equivalent guarantees to be
           issued to the beneficiaries. RoweCom shall indemnify Dawson and the
           Dawson Group against any claim, liability, cost or expense incurred
           by Dawson or the Dawson Group in respect of any such guarantee to the
           extent it relates to or arises from the Assumed Liabilities or any
           failure by RoweCom to comply with its obligations under this clause
           11.1(c); and

      (d)  pay, satisfy and discharge all debts, liabilities and obligations
           incurred by any member of the Dawson Group in connection with the
           Asset Businesses after Completion and indemnify the Dawson Group
           against its failure to do so.

11.2  Subject to clause 11.1 nothing in this agreement shall pass to RoweCom or
      any member of the RoweCom Group or be construed as an acceptance by
      RoweCom of any liability (whether accrued, absolute, contingent, known or
      unknown) for anything done or omitted to be done before Completion in the
      course of or in connection with the Business or the Assets.

                                      -36-
<PAGE>

12.   RECEIVABLES

12.1  As and when required by RoweCom after Completion, each of the Asset
      Vendors shall deliver or procure the delivery to RoweCom, or as it may
      direct, assignments of such of the Receivables as RoweCom may specify (the
      "Assigned Receivables") and each of the Asset Vendors irrevocably appoints
      any director of RoweCom after Completion to act as its and their attorney
      in the execution of any such assignment, such power of attorney being by
      way of security to secure the relevant Asset Vendor's obligations in
      connection with the sale of the Receivables.

12.2  Notwithstanding clause 12.1 Dawson undertakes to hold on trust for the
      benefit of RoweCom or as it may direct any payments in respect of any
      Receivables received by it and to pay the same to RoweCom or as it may
      direct within 5 Business Days after receipt.

12.3  In accordance with the applicable laws of the jurisdiction of the Assigned
      Receivables (including Article 1690 of the French Civil Code with respect
      to the Assigned Receivables in relation to the French Business), Dawson
      shall sign and deliver to RoweCom or as it may direct a letter in the
      agreed terms from it to each of the persons from whom the Receivables are
      owed requiring them to pay their respective part of the Receivables to
      RoweCom or as it may direct.

12.4  In accordance with the applicable laws of the jurisdiction of the Assigned
      Receivables (including Article 1527 of the Spanish Civil Code with respect
      to the Assigned Receivables in relation to the Spanish Business), Dawson
      shall sign and deliver to RoweCom, or as it may direct, a letter in the
      agreed terms from it to each of the persons from whom the Receivables are
      owed requiring them to pay their respective part of the Receivables to
      RoweCom or as it may direct.

13.   CONTRACTS

13.1  If any of the Contracts cannot be assigned or novated to the RoweCom Group
      without the consent of a third party then the parties shall use their
      respective reasonable endeavours to obtain such consent.

13.2  In any case where the consent in clause 13.1 above is refused or otherwise
      not obtained and until it is obtained or where any of the Contracts are
      incapable of transfer to the RoweCom Group by assignment or by other
      means:-

      (a) Dawson shall and shall procure that any relevant member of the Dawson
          Group shall hold such Contracts and any monies, goods or other
          benefits received thereunder as trustee for RoweCom (as agent for the
          RoweCom Group) and shall forthwith upon receipt of the same account
          for and pay or deliver to RoweCom (or as it may direct) without any
          deduction or withholding whatsoever all such monies, goods and other
          benefits;

      (b) RoweCom shall at its expense procure the performance of such Contracts
          to the extent that they are Assumed Liabilities:-

                                      -37-
<PAGE>

          (i)  (if such sub-contracting is permissible and lawful under the
               relevant Contract) as sub-contractor to the relevant member of
               the Dawson Group; and

          (ii) where sub-contracting is not permissible, as agent for the
               relevant member of the Dawson Group,

          and shall indemnify Dawson (on behalf of itself and as trustee for the
          Dawson Group) against all costs, liabilities, and expenses which may
          be incurred by the Dawson Group as a result of any failure by RoweCom
          to procure the performance of such Contracts;

     (c)  Dawson shall, and shall procure that each member of the Dawson Group
          shall give all reasonable assistance to each member of the RoweCom
          Group to enable it to enforce the rights of the relevant member of the
          Dawson Group under the Contracts and shall at all times act with
          regard to the Contracts in accordance with RoweCom's reasonable
          instructions from time to time; and

     (d)  Dawson shall, and shall procure that each member of the Dawson Group
          shall not take any action in respect of the Contracts without the
          prior written approval of RoweCom.

13.3 Nothing in this agreement shall be construed as an attempt to assign any
     contract which by its terms or by law is not assignable without a third
     party consent unless such consent has been given.

14.  EMPLOYEES

14.1 Dawson shall, and shall procure that the relevant members of the Dawson
     Group shall use their reasonable endeavours to retain the services of the
     Assumed Employees with the intent that their contracts of employment shall
     continue in force until Completion and then be transferred to the relevant
     member of the RoweCom Group under the Regulations or in the case of the
     Canadian Employees in accordance with the terms set out in clause 14.5
     below and shall comply with all its obligations under the said contracts of
     employment, under any applicable collective employees agreement (including
     profit sharing plans) under statute and under any agreement with any trade
     union in relation to the Asset Businesses.

14.2 RoweCom shall comply with its obligations under Regulation 10(3) of the
     Regulations.

14.3 Dawson shall, and shall procure that the relevant members of the Dawson
     Group shall, discharge and hereby undertakes to indemnify the RoweCom Group
     against:-

     (a)  all liabilities, obligations, costs, claims and demands arising from
          or in respect of any of the Retained Employees (whether for unpaid
          remuneration, wrongful dismissal, unfair dismissal, redundancy, loss
          of office, sex, disability or race discrimination or otherwise);

     (b)  all liabilities, obligations, costs, claims and demands arising from
          or in respect of any of the Assumed Employees caused by any act or
          omission by the Dawson Group

                                      -38-
<PAGE>

          prior to Completion (unless such liabilities, obligations, costs,
          claims and demands shall arise from or in respect of any breach of
          clause 14.2 or the equivalent in any other jurisdiction in which case
          RoweCom shall be responsible and shall indemnify Dawson accordingly;
          and

     (c)  all liabilities, obligations, costs, claims, demands arising from or
          in respect of any obligation to provide permanent health insurance
          benefits to Ron Parsons, Vanessa Rosotti or Barbro Munday;

     (d)  notwithstanding any other clause of this agreement to the contrary,
          all liabilities, obligations, costs, claims, demands, whatsoever,
          arising from or in respect of:

          (i)  the dismissal of Mr Eric Le Strat by the French Purchaser on
               economic grounds, and

          (ii) the continuation of the contract of employment of
               Mr Eric Le Strat by the French Purchaser until the term of his
               notice period,

          provided that the dismissal notice is sent to Mr Eric Le Strat by the
          French Purchaser within a 30 day period following the first
          preliminary meeting (entretien preable) to be held with Mr Le Strat on
          28 September 1999 or any other subsequent date to be prior notified to
          the French Purchaser.

          Without prejudice to the provisions above, the French Purchaser shall
          not offer or make, without the prior consent of Dawson (or the French
          Vendor), such consent being not unreasonably withheld, any payment to
          Mr Eric Le Strat exceeding his entitlements under his contract of
          employment, the in-house collective agreement (accord d'entreprise
          interne) currently applicable to the French Vendor and more generally,
          French Employment law, except if such payment is ordered by an
          enforceable court decision against which the French Purchaser has
          filed any admissible appeal (voie de recours).

14.4 If any contract of employment or collective agreement or established
     customs and practice or equivalent information has not been disclosed in
     writing to RoweCom, and shall have effect as if originally made between
     RoweCom and any employee or a trade union as a result of the provisions of
     the Regulations or otherwise by operation of law RoweCom may, upon becoming
     aware of the application of the Regulations to such contract of employment
     or collective agreement or established customs and practice, terminate such
     contract or agreement forthwith and Dawson shall (provided that RoweCom has
     terminated such contract or agreement within one month of becoming aware of
     it) indemnify RoweCom (on behalf of itself and as trustee for the
     Purchasers) against every liability, obligation, cost, claim or demand
     arising out of such termination and against any sum payable to or on behalf
     of any such employee or trade union in respect of his employment and
     against any liability, obligation, cost, claim or demand arising out of the
     obligation of the Purchaser to give effect to such collective agreement or
     established custom and practice;

                                      -39-
<PAGE>

14.5  The Canadian Purchaser shall offer employment, effective from Completion,
      to all of those Canadian Employees, who are:-

      (a)  active employees of the Canadian Business; and

      (b)  Canadian Employees on temporary leave of absence or layoff or
           disability,

      (collectively the "Employees") on terms and conditions of employment
      including salary, incentive, compensation, benefits, positions and
      responsibilities which are substantially similar and in any event no less
      favourable than those presently paid to the employees now engaged in the
      Canadian Business. The Canadian Purchaser shall recognise the service of
      the employees with the relevant Vendor or its predecessors up to the
      Completion Date for all purposes as if such service had occurred with the
      Canadian Purchaser and in giving notice to the Employees of matters
      referred to in this clause as is considered reasonable in the
      circumstances by the Canadian Purchaser.

14.6  Dawson shall use its best efforts to obtain, or procure, that pursuant to
      articles L.412-18, L.425-1, L.436-1 or any other applicable provisions of
      the French Employment Code, the transfer of the legally protected French
      Employees to the French Purchaser is irrevocably and unconditionally
      approved in writing by the relevant French Employment inspector prior to
      Completion. In the event that: (i) such approval is obtained after
      Completion, any of the terms and conditions of this agreement in relation
      to the Assumed Employees will apply and RoweCom (or the French Purchaser)
      shall reimburse to Dawson (or the French Vendor) the costs arising from
      the employment of the legally protected French Employees between the
      Completion Date and the day following the date of notification by the
      relevant French Employment inspector to the French Vendor of the
      authorisation to transfer the legally protected French Employees to
      RoweCom or the French Purchaser or (ii) such approval is not obtained,
      then the protected French Employees whose transfer has not been approved
      by the French Employment inspector will not be transferred to the French
      Purchaser, and RoweCom and the French Purchaser shall indemnify and hold
      harmless the French Vendor against all liabilities, obligations, costs,
      claims and demands arising in respect of such employees not being
      transferred.

14.7  In respect of any employee of the relevant Asset Vendor of the Canadian
      Business who does not accept RoweCom's or the relevant Purchaser's offer
      of employment the Purchaser and RoweCom shall indemnify and hold harmless
      Dawson and the Canadian Vendor against all liabilities, obligations,
      costs, claims and demands arising in respect of any employees not
      accepting such offer of employment.

14.8  Dawson acknowledges and agrees that, notwithstanding Completion, it shall
      continue to have sole responsibility and liability for the payment of tax
      pursuant to the Employer Health Tax Act (Ontario) or any similar
      legislation in respect of all reimbursement paid to employees of the Group
      in respect of services provided during the period up to Completion (the
      "pre-closing remuneration"), whether or not the same is paid by Dawson or
      any member of the Dawson Group or RoweCom or any member of the RoweCom
      Group and whether or not before or after Completion. At the request of
      Dawson, RoweCom or the relevant employing member of the RoweCom Group
      shall provide Dawson with particulars

                                      -40-
<PAGE>

      of all payments made by RoweCom or the relevant employing member of the
      RoweCom Group.

14.9  The Purchaser of the Spanish Business shall offer employment, effective
      from the Completion Date, to all of the Spanish employees of the Spanish
      Business, who are active employees of the Spanish Business and all the
      employees of the Spanish Business who are employees of the Business on
      temporary leave of absence or layoff or disability (collectively the
      "Spanish Employees") on the same terms and conditions of employment
      including salary, incentive, compensation, benefits, social security
      payments, positions and responsibilities that those presently paid to the
      employees now engaged in the Spanish Business, subrogating in all the
      rights and obligations arising from the Spanish Employee's corresponding
      employment contracts and Collective Agreement, pursuant to article 44 of
      the Spanish Workers' Statutes, undertaking to respect all the rights
      acquired and positions consolidated by the Spanish Employees with respect
      to their seniority, salary and other rights.

14.10 The Purchaser of the Spanish Business shall recognise the service of, the
      employees with the Spanish Vendor or its predecessors up to the Completion
      Date for all purposes as if such service had been with the Spanish
      Purchaser in giving notice to the Spanish Employees of the matters
      referred to in this clause as is considered reasonable in the
      circumstances by the Spanish Purchaser.

14.11 Within five Business Days of the Completion Date the employment of the
      Spanish Employees' with the Spanish Vendor shall be cancelled and those
      employees shall be registered at the Social Security office simultaneously
      as being employed by the Spanish Purchaser.

14.12 Both parties undertake to notify each employee affected, in writing, of
      this agreement as set out in article 44 of the Workers Statute, for the
      appropriate legal purposes, indicating the Completion Date as the date on
      which the Spanish Employees will be transferred.

14.13 The salaries, wages and other company obligations arising from different
      labour relations with the Spanish Employees, expressly including Social
      Security contributions, incurred up to the date of this agreement, will be
      borne by the Spanish Vendor in particular those which might arise from the
      revision of salaries, if this is taking place at the moment at which this
      agreement is signed and the negotiations with the Spanish Employees with
      respect to the mentioned salary negotiations, will be carried out jointly
      by the Spanish Vendor and the Spanish Purchaser. The Spanish Purchaser
      will only be responsible for such costs incurred from the date of this
      agreement. However, the Spanish Vendor will pay the salary, incentive,
      compensation, benefits of the Spanish Employees and pay the Social
      Security office the amounts corresponding to the period from the date of
      this agreement and Completion Date.

14.14 Neither RoweCom nor any Purchaser of the Spanish Business shall have any
      obligations to or any liability for any employee of the relevant Asset
      Vendor in the Spanish Business to whom an offer of employment is not
      required to be made by the relevant Purchaser pursuant to this agreement
      or to any employee of the relevant Asset Vendor of the Spanish Business
      who does not accept RoweCom's or the relevant Purchaser's offer of
      employment.

                                      -41-
<PAGE>

14.15  RoweCom shall be responsible for and shall indemnify the Dawson Group
       from any liability arising from the US Workers' Adjustment Retraining
       Notification Act, and state law equivalents, resulting from actions or
       inactions of:

       (a)  the RoweCom Group at or after Completion; or

       (b)  Dawson or the Group prior to Completion,

       taken or omitted at the direction of any member of the RoweCom Group.

14.16  Through and after the Completion Date, Dawson, the Dawson Group, the
       subsidiary undertakings of the Company not appearing on schedule 2,
       Rowecom, the Company and the Group Companies shall act and cooperate so
       as to accomplish, each at its or their own expense and only insofar as
       may be lawful and reasonably feasible, the following as to those benefit
       programs maintained by the Company or a Subsidiary for the benefit of any
       of their employees or their eligible dependents and beneficiaries which
       programs are also maintained as of the date hereof by subsidiary
       undertakings of the Company not appearing on schedule 2 for the benefit
       of any of their employees or their eligible dependents and beneficiaries
       (the "Shared U.S. Benefit Plans"):

       (a)  The Dawson Group (or the subsidiary undertakings of the Company not
            appearing on schedule 2, as determined by Dawson), shall have sole
            responsibility for and authority over each Shared U.S. Benefit Plan
            subsequent to the Completion Date, including the Company's 401(k)
            Plan.

       (b)  The account balances of the employees of the Company Group as of the
            Completion Date under the Company's 401(k) Plan shall be fully
            vested as of the Completion Date. Such balances will be distributed
            in due course following the Completion Date to such employees.
            Recipients of such distributions who are eligible to and elect to
            roll over the distributions may, to the extent those distributions
            are paid in cash or in promissory notes of the employees, to
            RoweCom's 401(k) Plan.

       (c)  The employees of the Group Companies shall cease to be eligible to
            participate in the Shared U.S. Benefit Plans immediately after the
            Completion Date.

       (d)  The employees of the Group Companies shall be eligible to
            participate in the benefit arrangements generally applicable to
            other employees of RoweCom immediately after the Completion Date
            and, in the case of such arrangements as provide benefits of the
            same character as those of the Shared US Benefit Plans on a basis as
            transparent to the employees in aggregate as may be possible
            notwithstanding the different terms of the U.S. Shared Benefit Plans
            and any applicable Rowecom benefit arrangement. By way of
            illustration, insurers permitting any health insurance coverage of
            Rowecom which imposes an exclusion for pre-existing conditions shall
            not impose that exclusion as to a condition which would not be
            pre-existing condition under the comparable Shared U.S. Benefit Plan
            and shall credit against any deductible or co-payment qualifying
            expenses paid and incurred in any portion of applicable period
            preceding the Completion Date but while the individual involved was
            covered under the comparable Shared U.S. Benefit Plan.

                                      -42-
<PAGE>

     Should any of the foregoing prove impractical, Rowecom and Dawson shall
     consult in good faith and attempt to agree on alternatives which as nearly
     as possible carry out the intentions of the foregoing.  This paragraph is
     not intended to confer any rights on any third party beneficiary or to in
     any way limit or constrain the authority of any of the parties mentioned
     herein to modify the terms and conditions of employment of their respective
     employees subsequent to the Completion Date.

15.  CONFIDENTIAL INFORMATION

15.1 Dawson shall:-

     (a)  not, and shall procure that no other member of the Dawson Group (while
          it remains a member) shall, use or disclose to any person Business
          Confidential Information or RoweCom Group Confidential Information;
          and

     (b)  use all reasonable endeavours to prevent the use or disclosure of
          Business Confidential Information by any director, officer, employee,
          adviser or agent of the Dawson Group.

15.2 Clause 15.1 does not apply to the:-

     (a)  disclosure of Business Confidential Information to or at the written
          request of the RoweCom Group;

     (b)  use or disclosure of Business Confidential Information or RoweCom
          Group Confidential Information required to be disclosed by law,
          regulation, any revenue or other authority or the London Stock
          Exchange;

     (c)  disclosure of Business Confidential Information or RoweCom Group
          Confidential Information to professional advisers for the purpose of
          advising Dawson;

      (d) disclosure of Business Confidential Information or RoweCom Group
          Confidential Information in connection with the enforcement of
          Dawson's rights under this agreement or any documents entered into
          pursuant to or in connection with this agreement; or

     (e)  Business Confidential Information or RoweCom Group Confidential
          Information which is in the public domain other than by Dawson's
          breach of clause 15.1.

15.3 RoweCom shall:-

     (a)  not, and shall procure that no other member of the RoweCom Group
          (whilst it remains a member) shall, use or disclose to any person any
          Dawson Confidential Information; or if clause 3.7 or 4.2 applies, the
          Business Confidential Information; and

                                      -43-
<PAGE>

     (b)  use all reasonable endeavours to prevent the use or disclosure of
          Dawson Confidential Information or, if clause 3.7 or 4.2 applies the
          Business Confidential Information by any director, officer, employee,
          adviser or agent of the RoweCom Group.

15.4 The provisions of clause 15.2 shall mutatis mutandis apply in relation to
     clause 15.3.

15.5 In the event that clauses 3.7 or 4.2 apply RoweCom shall within 7 days
     return to Dawson or destroy all Dawson Confidential Information and
     Business Confidential Information and Dawson shall return to RoweCom or
     destroy all RoweCom Confidential Information.

16.  PURCHASER WARRANTIES

     RoweCom and each Purchaser (excluding the French Purchaser) warrant to
     Dawson that:-

16.1 it is duly organised and subsisting in its country of organisation and has
     full corporate power to enter into this agreement and to perform the
     obligations incurred by it and has taken all necessary corporate action to
     authorise the entry into and performance of its obligations under this
     agreement;

16.2 this agreement constitutes, and the other documents executed by RoweCom and
     any Purchaser which are to be delivered at Completion will, when executed,
     constitute binding obligations of RoweCom and each Purchaser in accordance
     with its respective terms; and

16.3 the execution and delivery of this agreement, and the performance by
     RoweCom and any Purchaser of its obligations under it, will not:-

     (a)  result in a breach of any provision of its constitutional documents
          which breach would affect the performance by RoweCom or any Purchaser
          of its obligations under this agreement; or

     (b)  result in a breach of any order, judgment or decree of any court,
          governmental agency or regulatory body to which it is a party or by
          which it is bound; or

     (c)  require the consent of its shareholders.

16.4 the RoweCom Shares have been duly authorised, and when issued and delivered
     to Dawson in accordance with this agreement, will be validly issued, fully
     paid, and non-assessable and free of any Encumbrance and restrictions on
     transfer, other than restrictions on transfer arising under applicable US
     securities laws by reason of the fact that such shares were issued without
     registration or qualification under such laws;

16.5 since 8 March 1999, RoweCom has timely filed with the SEC all forms,
     reports, registration statements, and other documents required to be filed
     by it;

16.6 as of their respective dates, RoweCom's SEC Filings complied in all
     material respects with all applicable requirements of the Securities Act
     and the Exchange Act and the rules and regulations promulgated thereunder,
     and did not contain any untrue statement of a material

                                      -44-
<PAGE>

      fact or omit to state a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading; and

16.7  RoweCom's financial statements (including any related notes) included in
      RoweCom's SEC Filings were prepared in accordance with generally accepted
      accounting principles consistently applied and present fairly in all
      material respects the consolidated financial position, results of
      operations, changes in stockholders' equity, and cash flows, as
      applicable, of RoweCom and its consolidated subsidiaries as of the dates
      and for the periods indicated; subject, in the case of unaudited interim
      consolidated financial statements, to condensation, the absence of
      footnote disclosure, and normal, recurring end-of-period adjustments, the
      effect of which was not and will not be material.

16.8  RoweCom is not aware of any matter, circumstance or thing which is or may
      constitute a breach of the Warranties, Indemnities, any other term of this
      agreement or the Tax Deed and which RoweCom is aware would give RoweCom
      the right to not complete this agreement, and RoweCom confirms it has no
      current intention of not completing this agreement.

      RoweCom warrants to Dawson that:-

16.9  RoweCom is an "accredited investor" within the meaning of that term as
      used in Regulation D promulgated under the Securities Act;

16.10 RoweCom will acquire the US Shares only for its own account, for
      investment, and not with a view to, or for transfer in connection with,
      any distribution in violation of the Securities Act or any rule or
      regulation thereunder;

16.11 RoweCom has had adequate opportunity to obtain from Dawson sufficient
      information to evaluate the merits and risks of an investment in the US
      Shares;

16.12 RoweCom has sufficient experience in business, financial, and investment
      matters to be able to evaluate the merits and risks of an investment in
      the US Shares and to make an informed decision with respect to such
      investment;

16.13 RoweCom can afford a complete loss of its investment in the US Shares and
      is able to bear the economic risk of holding the US Shares for an
      indefinite period;

16.14 RoweCom understands and agrees that (a) the US Shares have not been
      registered under the Securities Act, and are "restricted securities"
      within the meaning of Rule 144 under the Securities Act, (b) the US Shares
      cannot be sold, transferred, or otherwise disposed of unless they are
      subsequently registered under the Securities Act or unless an applicable
      exemption from such registration is available, (c) Dawson has no
      obligation to register the US Shares under the Securities Act, and (d) any
      certificates representing the US Shares will bear restrictive legends
      referring to the restrictions on transfer imposed by the Securities Act.

                                      -45-
<PAGE>

17.  PENSIONS

     The provisions of schedule 7 shall apply in relation to the employees of
     the members of the Group.

18.  ANNOUNCEMENTS

18.1 No party shall disclose the terms of this agreement nor any other agreement
     referred to in this agreement (except those matters set out in the press
     release in the agreed terms) and each party shall procure that each of its
     Related Persons and its professional advisers shall not make any such
     disclosure without the prior consent of the other party unless disclosure
     is:-

     (a)  to its professional advisers; or

     (b)  required by law (including, for the avoidance of doubt, United States
          securities laws) or the rules of the London Stock Exchange, the New
          York Stock Exchange, the SEC or other regulatory body (the
          "Requirements") or pursuant to regulatory filing with governmental
          authorities or requests in connection therewith required to satisfy
          the Conditions and disclosure shall then only be made by that party:-

          (i)  after it has taken all such steps as may be reasonable in the
               circumstances to agree the contents of such announcement with the
               other party before making such announcement and provided that any
               such announcement shall be made only after notice to the other
               party/parties except where such steps are reasonably considered
               by either party to be contrary to the Requirements after prior
               consultation with their respective legal counsel; and

          (ii) to the person or persons and in the manner required by the
               Requirements or as otherwise agreed between the parties,

     provided that this clause 18.1 does not apply to announcements,
     communications or circulars made or sent by RoweCom after Completion to
     customers, clients or suppliers of any member of the Group to the extent
     that it informs them of RoweCom's acquisition of the Business or to any
     announcements containing only information which has become generally
     available.

18.2 The restrictions contained in clause 18.1 shall apply without limit of time
     and whether or not this agreement is terminated.

19.  COSTS AND TAXES

19.1 Unless expressly otherwise provided in this agreement each of the parties
     shall bear its own legal, accountancy and other costs, charges and expenses
     connected with the sale and purchase of the Group. RoweCom shall be
     responsible for any stamp duty payable in the United Kingdom in connection
     with the sale and purchase set out in this agreement.

                                      -46-
<PAGE>

19.2  RoweCom shall pay (or procure the payment) all of registration tax (plus
      interest and penalties) in respect of or arising from the sale of the
      French Business.

19.3  RoweCom shall pay (or procure the payment) of all goods and services tax,
      Quebec sales tax and provincial sales tax (plus interest and penalties)
      payable in respect of or arising from the sale of the Canadian Business.

19.4  RoweCom shall pay (or procure the payment) of all registration tax (plus
      interest and penalties) in respect of or arising from the sale of the
      Spanish Business.

19.5  RoweCom shall indemnify and hold indemnified Dawson and each of the
      Vendors against any liability, claim, cost or expense which they suffer or
      incur as a result of any failure by RoweCom to comply with clauses 19.2,
      19.3 and 19.4.

20.   EFFECT OF THIS AGREEMENT AND COMPLETION

20.1  This agreement shall be effective to create an interest in the Canadian
      Real Property only if the subdivision control provisions of the Planning
      Act, 1983, (Ontario) or any successor or similar legislation is complied
      with by Dawson on or before Completion and Dawson shall proceed diligently
      at its own expense to obtain any necessary consent on or before
      Completion. If requested by RoweCom, Dawson shall ensure that any deed or
      transfer of Canadian Real Property to be delivered on Completion shall
      contain the statements contemplated by sections 49(21a)(a) and (b) of the
      Planning Act, 1983.

20.2  The terms of this agreement (insofar as not performed at Completion and
      subject as specifically otherwise provided in this agreement) shall
      continue in force after and notwithstanding Completion.

20.3  The remedies of RoweCom in respect of any breach of any of the Warranties
      shall continue to subsist notwithstanding Completion.

21.   ALTERNATIVE DISPUTE RESOLUTION

21.1  The parties shall attempt in good faith to resolve any dispute or
      difference arising out of or relating to this agreement promptly through
      negotiations between Mr. L. Lyndon Haddon and Mr. Richard R. Rowe (or, in
      the event that either of these persons is no longer involved in the
      respective companies, those persons holding the same or similar positions
      within the relevant company) or by their duly authorised representatives
      who have authority to settle the same.

21.2  If the dispute or difference is not resolved as a result of such
      negotiation within ten Business Days, either party may propose to the
      other in writing that structured negotiations be entered into with the
      assistance of a neutral adviser or mediator ("Mediator").

21.3  If the parties are unable to agree on a Mediator or if the Mediator agreed
      upon is unable or unwilling to act, either party shall within ten Business
      Days from the date of the proposal to appoint a Mediator or within ten
      Business Days of notice to either of them that he is unable

                                      -47-
<PAGE>

      or unwilling to act, apply to the London Centre for Dispute Resolution
      ("CEDR") to appoint a Mediator.

21.4  The parties shall within ten Business Days of the appointment of the
      Mediator meet with him/her in order to agree a programme for the exchange
      of any relevant information and the structure to be adopted for the
      negotiations to be held in the City of London. If considered appropriate,
      the parties may at any stage seek assistance from CEDR to provide guidance
      on a suitable procedure.

21.5  Unless concluded within a written legally binding agreement all
      negotiations connected with the dispute or difference shall be conducted
      in confidence and without prejudice to the rights of the parties in any
      future proceedings.

21.6  If the parties accept the Mediator's recommendations or otherwise reach
      agreement on the resolution of the dispute or difference, such agreement
      shall be reduced to writing and, once it is signed by Mr. L. Lyndon Haddon
      and Mr. Richard R. Rowe (or in the event that these persons are no longer
      involved in the respective companies, those persons holding the same or
      similar positions within the relevant company) or, by their duly
      authorised representatives, shall be binding on the parties.

21.7  Failing agreement, either of the parties may invite the Mediator to
      provide a non-binding but informative opinion in writing. Such opinion
      shall be provided on a without prejudice basis and shall not be used in
      evidence in any proceedings commenced pursuant to the terms of this
      agreement without the prior written consent of both parties.

21.8  If the parties fail to reach agreement in the structured negotiations
      within 20 Business Days of the Mediator being appointed, then the dispute
      or difference between them shall be referred to arbitration in accordance
      with clause 21.9.

21.9  If the parties fail to reach agreement in the structured negotiations in
      accordance with clause 21.8, any dispute or difference arising out of or
      relating to the agreement shall be referred to and determined by
      arbitration in London.

      (a)  The arbitral tribunal shall be composed of three arbitrators
           appointed as follows:-

           (i)   each party shall nominate an arbitrator, and the two
                 arbitrators so appointed shall appoint a third arbitrator who
                 shall act as president of the arbitral tribunal;

           (ii)  if either party fails to nominate an arbitrator within 20
                 Business Days of receiving notice of the nomination of an
                 arbitrator by the other party, such arbitrator shall at the
                 request of that party be appointed by the senior partner of
                 Ernst & Young;

           (iii) if the two arbitrators to be nominated by the parties fail to
                 agree upon a third arbitrator within 20 Business Days of the
                 appointment of the

                                      -48-
<PAGE>

                 second arbitrator, the third arbitrator shall be appointed on
                 the nomination of the senior partner of Ernst & Young at the
                 written request of either party;

           (iv)  should a vacancy arise because any arbitrator dies, resigns,
                 refuses to act, or becomes incapable of performing his
                 functions, the vacancy shall be filled by the method by which
                 that arbitrator was originally appointed.

     (b)  The procedure to be followed shall be agreed by the parties or, in
          default of agreement, determined by the arbitral tribunal.

     (c)  In the event of default by either party in respect of any procedural
          order made by the arbitral tribunal, the arbitral tribunal shall have
          the power to proceed with the arbitration and to deliver its award.

     (d)  Any award or procedural decision of the arbitral tribunal shall if
          necessary be made by a majority and, in the event that no majority may
          be formed, the president of the arbitral tribunal appointed in
          accordance with clause 21.9(a)(i) shall make his determination as if
          he were a sole arbitrator.

22.  FURTHER ASSURANCES

     Following Completion, Dawson shall at Dawson's expense from time to time
     forthwith upon request from RoweCom do or procure the doing of all acts
     and/or execute or procure the execution of all such documents in a form
     reasonably satisfactory to RoweCom for the purpose of vesting in:-

     (a)  RoweCom the full legal and beneficial title to the:-

          (i)   US Shares and, at RoweCom's expense, otherwise giving RoweCom
                the full benefit of this agreement; and

          (ii)  Assets and Asset Businesses;

          (iii) the Intellectual Property except where such Intellectual
                Property is the subject of licences to any Group Company as at
                the date hereof; and

     (b)  the Purchasers or any Group Company title to the Properties in
          accordance with paragraph 18.3 of schedule 3 or insofar as any consent
          or licence may be required by reason of the transactions set out in
          this agreement or otherwise to enable any of the Properties to
          continue to be vested with title as aforesaid in any Group Company
          when under the ownership or control of RoweCom or other person being
          entitled for the time being to the benefit of the Warranties.

                                      -49-
<PAGE>

23.   ENTIRE AGREEMENT

23.1  Each party on behalf of itself and as agent for each of its Related
      Persons acknowledges and agrees with the other party (each such party
      acting on behalf of itself and as agent for each of its Related Persons)
      that:-

      (a)  this agreement together with any other documents referred to in this
           agreement (together the "Transaction Documents") constitutes the
           entire and only agreement between the parties and their respective
           Related Persons relating to the subject matter of the Transaction
           Documents;

      (b)  neither it nor any of its Related Persons have been induced to enter
           into any Transaction Document in reliance upon, nor have they been
           given, any warranty, representation, statement, assurance, covenant,
           agreement, undertaking, indemnity or commitment of any nature
           whatsoever other than as are expressly set out in the Transaction
           Documents and, to the extent that any of them have been, it (acting
           on behalf of itself and as agent on behalf of each of its Related
           Persons) unconditionally and irrevocably waives any claims, rights or
           remedies which any of them might otherwise have had in relation
           thereto;

      PROVIDED THAT the provisions of this clause 23 shall not exclude any
      liability which any of the parties or, where appropriate, their Related
      Persons would otherwise have to any other party or, where appropriate, to
      any other party's Related Persons or any right which any of them may have
      in respect of any statements made fraudulently by any of them prior to the
      execution of this agreement or any rights which any of them may have in
      respect of fraudulent concealment by any of them.

24.   VARIATIONS

      This agreement may be varied only by a document signed by each of Dawson
      and RoweCom and the other parties hereby agree to any such variation.

25.   WAIVER

25.1  A waiver of any term, provision or condition of, or consent granted under,
      this agreement shall be effective only if given in writing and signed by
      the waiving or consenting party and then only in the instance and for the
      purpose for which it is given.

25.2  No failure or delay on the part of any party in exercising any right,
      power or privilege under this agreement shall operate as a waiver thereof,
      nor shall any single or partial exercise of any such right, power or
      privilege preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege.

25.3  No breach of any provision of this agreement shall be waived or discharged
      except with the express written consent of Dawson and RoweCom.

                                      -50-
<PAGE>

25.4  The rights and remedies herein provided are cumulative with and not
      exclusive of any rights or remedies provided by law and are consistent
      with the terms and limitations set out in this agreement.

26.   INVALIDITY AND INCONSISTENCY

26.1  If any provision of this agreement is or becomes invalid, illegal or
      unenforceable in any respect under the law of any jurisdiction:-

      (a)  the validity, legality and enforceability under the law of that
           jurisdiction of any other provision; and

      (b)  the validity, legality and enforceability under the law of any other
           jurisdiction of that or any other provision,

      shall not be affected or impaired in any way.

26.2  In the event of any inconsistency between the provisions of the
      Transaction Documents this agreement shall prevail.

26.3  In the event of any discrepancy or dispute over or differences between the
      provisions of the Transaction Documents, the parties agree that the
      provisions of this agreement shall prevail.

27.   NOTICES

27.1  Any notice, demand or other communication given or made under or in
      connection with the matters contemplated by this agreement shall be in
      writing and shall be delivered personally or sent by fax or prepaid first
      class post (air mail if posted to or from a place outside the United
      Kingdom):-

      In the case of RoweCom to:-
      725 Concord Avenue
      Cambridge
      Massachusetts
      United States of America
      Fax:                                   (001) 617 497-6825
      Attention:                             Dr R. Rowe

      with a copy to both:-

      Brian Keeler (ref.)
      C/- Bingham Dana LLP
      150 Federal Street
      Boston, MA 02110-1726
      Fax:                                   (001) 617 951-8736

      And


                                      -51-
<PAGE>

      Philip Broke (file no:ROW00001/001)
      C/- Ashurst Morris Crisp
      Broadwalk House
      5 Appold Street
      London  EC2A 2HA
      Fax:                                0171-972 7990

      In the case of Dawson to:-
      9/th/ Floor
      AMP House
      Dingwall Road
      Croydon
      Surrey CR0 9XA
      Fax:                                0181-774 3010
      Attention:                          Mr D. Lowther (Group Finance Director)

      with a copy to:-
      Jonathan Reardon
      c/o Biddle
      1 Gresham Street
      London EC2V 7BU
      Fax:                                0171 606 3305

     and shall be deemed to have been duly given or made as follows:-

     (a)  if personally delivered, upon delivery at the address of the relevant
          party;

     (b)  if sent by first class post, two Business Days after the date of
          posting;

     (c)  if sent by air mail, five Business Days after the date of posting; and

     (d)  if sent by fax, upon receipt, in complete readable form;

     provided that if, in accordance with the above provisions, any such notice,
     demand or other communication would otherwise be deemed to be given or made
     after 5.00 p.m. on a Business Day such notice, demand or other
     communication shall be deemed to be given or made at 9.00 a.m. on the next
     Business Day.

27.2 A party may notify the other party to this agreement of a change to its
     name, relevant addressee, address or fax number for the purposes of clause
     27.1 provided that such notification shall only be effective on:-

     (a)  the date specified in the notification as the date on which the change
          is to take place; or

     (b)  if no date is specified or the date specified is less than five
          Business Days after the date on which notice is given, the date
          falling five Business Days after notice of any such change has been
          given.

                                      -52-
<PAGE>

28.  COUNTERPARTS

     This agreement may be executed in any number of counterparts which together
     shall constitute one agreement.  Any party may enter into this agreement by
     executing a counterpart and this agreement shall not take effect until it
     has been executed by all parties.

29.  GOVERNING LAW AND JURISDICTION

29.1 This agreement (and any dispute, controversy, proceedings or claim of
     whatever nature arising out of or in any way relating to this agreement or
     its formation) shall be governed by and construed in accordance with
     English law without regard to conflicts of law principles.

29.2 Subject to clause 21, each of the parties to this agreement irrevocably
     agrees that the courts of England shall have exclusive jurisdiction to hear
     and decide any suit, action or proceedings, and/or to settle any disputes,
     which may arise out of or in connection with this agreement (respectively,
     "Proceedings" and "Disputes") and, for these purposes, each party
     irrevocably submits to the jurisdiction of the courts of England.

29.3 Each party irrevocably waives any objection which it might at any time have
     to the courts of England being nominated as the forum to hear and decide
     any Proceedings and to settle any Disputes and agrees not to claim that the
     courts of England are not a convenient or appropriate forum for any such
     Proceedings or Disputes and further irrevocably agrees that a judgment in
     any Proceedings or Disputes brought in any court referred to in this clause
     29 shall be conclusive and binding upon the parties and may be enforced in
     the courts of any other jurisdiction.

29.4 Without prejudice to any other permitted mode of service the parties agree
     that service of any writ, notice or other document ("Documents") for the
     purpose of any Proceedings begun in England shall be duly served upon it if
     delivered personally or sent by registered post, in the case of:-

     (a)  Dawson to 9/th/ Floor, AMP House, Dingwall Road, Croydon, Surrey CR0
          9XA (marked for the attention of the Company Secretary); and

     (b)  RoweCom to 725 Concord Avenue, Cambridge, Massachusetts, United States
          of America (marked for the attention of Dr R. Rowe)

     or such other person and address in England and/or Wales as Dawson shall
     notify RoweCom in writing or vice versa from time to time.

30.  NO ASSIGNMENT

     Neither party may assign the benefit of this agreement without the prior
     written consent of Dawson and RoweCom other than any intra-group transfer
     on the basis that the transferee will transfer back the benefit of this
     agreement to the relevant transferor immediately it ceases to be in the
     same group as the transferor.

                                      -53-
<PAGE>

IN WITNESS whereof this agreement has been executed on the date first above
written.

                                      -54-
<PAGE>

                                  SCHEDULE 1
                      Particulars relating to the Company

Name:                         Dawson, Inc.

Authorised share capital:     50,000 shares

Issued share capital:         18,092 shares

Directors:                    Vernon W. Cain
                              David Lowther

Secretary:                    Alan Nordman

Auditors:                     Deloitte & Touche

Accounting reference date:    Fiscal year ends 30 September

Registered Office:            The Corporation Trust Company
                              Corporation Trust Center
                              1209 Orange Street
                              Wilmington, Delaware
                              New Castle County

                                      -55-
<PAGE>

                                  SCHEDULE 2
                     Particulars relating to Subsidiaries

Name:                       The Faxon Company, Inc.

Authorised share capital:          1,500     "Class A" Voting Common Shares
                                   1,166     "Class B" Non-Voting Common Shares
                                   8,750     9% Preferred Shares

Issued share capital:              1,500     "Class A" Voting Common Shares
                                   1,166     "Class B" Non-Voting Common Shares
                                   8,750     9% Preferred Shares

Directors:                         Vernon W. Cain
                                   David Lowther

Secretary:                         Alan Nordman

Auditors:                          Deloitte & Touche

Accounting reference date:

Registered Office:                 Massachusetts



Name:                       Apogee Holdings, Inc.

Authorised share capital:          1,000 shares

Issued share capital:              1,000 shares

Directors:                         Vernon W. Cain

Secretary:                         Alan Nordman

Auditors:                          Deloitte & Touche

Accounting reference date:

Registered Office:                 RL & F Service Corp.
                                   Tenth and King Streets
                                   Wilmington, Delaware 19801
                                   New Castle County

                                      -56-
<PAGE>

Name:                Faxon International Sales Corp.

Authorised share capital:     1,000 shares

Issued share capital:         1,000 shares

Directors:                    Vernon W. Cain

Secretary:                    Alan Nordman

Auditors:                     Deloitte & Touche

Accounting reference date:

Registered Office:            CITCO St. Thomas, Inc.
                              5 Norre Gade
                              Charlotte Amalie, St. Thomas
                              United States Virgin Islands



Name:                Nihon Faxon Co., Ltd.-DORMANT-NOT WHOLLY
                              OWNED

Authorised share capital:     80,000 shares

Issued share capital:         20,000 shares

Directors:                    Vernon W. Cain

Secretary:                    Alan Nordman

Auditors:                     Deloitte & Touche

Accounting reference date:

Registered Office:            Nishi Shinjuku, Shinjuku-ku
                              Tokyo, Japan

                                      -57-
<PAGE>

Name:                    Faxon Asia Pacific Co., Ltd.-DORMANT

Authorised share capital:

Issued share capital:

Directors:                         Vernon W. Cain

Secretary:                         Alan Nordman

Auditors:

Accounting reference date:

Registered Office:                 Hong Kong


<TABLE>
<CAPTION>
Name:                      Faxon Australia Pty., Ltd.-DORMANT

<S>                                <C>            <C>
Authorised share capital:          100,000        "Class A" shares
                                   100,000        "Class B" shares
                                   100,000        "Class C" shares
                                   100,000        "Class D" shares
                                   100,000        "Class E" shares
                                   100,000        "Class F" shares
                                   100,000        "Class G" shares
                                   100,000        Cumulative Redeemable Preferred shares
                                    50,000        "Class H" shares
                                    50,000        "Class I" shares

Issued share capital:              100,000        "Class A" shares
                                   100,000        "Class B" shares
                                   100,000        "Class C" shares
                                   100,000        "Class D" shares
                                   100,000        "Class E" shares
                                   100,000        "Class F" shares
                                   100,000        "Class G" shares
                                   100,000        Cumulative Redeemable Preferred shares
                                    50,000        "Class H" shares
                                    50,000        "Class I" shares
</TABLE>

Directors:                         Vernon W. Cain

Secretary:                         Alan Nordman

Auditors:                          Deloitte & Touche

                                      -58-
<PAGE>

Accounting reference date:

Registered Office:            Australian Capital Territory



Name:                Faxon Asia Pacific Information Services-DORMANT

Authorised share capital:

Issued share capital:

Directors:                          Vernon W. Cain

Secretary:                          Alan Nordman

Auditors:

Accounting reference date:

Registered Office:                  Hong Kong



Name:                Faxon Informatics Pty., Ltd.-NOT WHOLLY OWNED

Authorised share capital:

Issued share capital:

Directors:                           Vernon W. Cain

Secretary:                           Alan Nordman

Auditors:

Accounting reference date:

Registered Office:


The following subsidiaries of The Faxon Company, Inc. have been involuntarily
dissolved:

     1.    eBook, Inc.
     2.    Faxon Research Services, Inc.
     3.    Faxon Services International, Inc.

                                      -59-
<PAGE>

The following subsidiary of The Faxon Company, Inc. was merged into Scribe
Publisher Services, Inc., an unaffiliated company on September 27, 1994:

     1.   Abacis, Inc.



Name:                         McGregor Subscription Service Inc

Authorised share capital:     10,000 shares

Issued share capital:         4,800 shares

Directors:                    Vernon W. Cain
                              David Lowther

Secretary:                    Charles Kennington

Auditors:                     Deloitte & Touche

Accounting reference date:    Fiscal year ends 31 August

Registered Office:            Illinois



Name:                         The Turner Subscription Agency Inc

Authorised share capital:     100 shares

Issued share capital:         54 shares

Directors:                    Vernon W. Cain
                              David Lowther

Secretary:                    Charles Kennington

Auditors:                     Deloitte & Touche

Accounting reference date:    Fiscal year ends 30 September

Registered Office:            The Corporation Trust Company
                              Corporation Trust Center
                              1209 Orange Street
                              Wilmington, Delaware
                              New Castle County

                                      -60-
<PAGE>

Name:                         Dawson Information Quest Inc

Authorised share capital:     1,000 shares

Issued share capital:         1,000 shares

Directors:                    Vernon W. Cain
                              David Lowther

Secretary:                    Jan Peterson

Auditors:                     Deloitte & Touche

Accounting reference date:    Fiscal year ends 30 September

Registered Office:            David Cheatham
                              5838 Edison Place
                              Carlsbad, California 92008-6596
                              San Diego County

                                      -61-
<PAGE>

                                  SCHEDULE 3
                                The Warranties
                               Part A - General


1.   For the avoidance of doubt, in this part A, schedule 3 reference to:-

     (a)  the "Group" means all of the Company and Subsidiaries and the Asset
          Businesses and references to a member of the Group shall be construed
          accordingly; and

     (b)  the "Company" means each of and all of the Company and Subsidiaries
          only and shall exclude the Asset Businesses and references to a Group
          Company shall be construed accordingly.

     Any Warranty expressed to be given "to the best of Dawson's knowledge and
     belief" or "so far as Dawson is aware" or otherwise qualified by reference
     to the knowledge of Dawson shall not be qualified in the manner stated
     unless Dawson has made all reasonable enquiries of the relevant directors,
     employees and professional advisers of the Dawson Group and of each Group
     Company to establish the truth and accuracy of that Warranty.  For this
     purpose, "reasonable" shall be interpreted in the light of the time since
     receipt by Dawson of the first draft of this agreement on 31 August 1999
     and the date of this agreement.

     In this schedule 3 the following words have the following meanings, unless
     the context otherwise requires:-

     "Accounts" means the consolidated balance sheet, profit and loss account
     and cash flow statement of Dawson and the balance sheet, profit and loss
     account and cash flow statements of Dawson UK Limited and the consolidated
     balance sheet, profit and loss account of the Company and Subsidiaries,
     together in each case with the notes thereon, directors' report and
     auditors' certificate, as at and for the financial period ended on the
     Accounts Date;

     "Activities" means any activity, operation or process carried out by the
     Group at any property whether or not currently owned, occupied or used by
     the Group;

     "Claim for Tax" means any of the following:-

     (a)  any liability to make a payment of Tax and any claim, assessment,
          demand, notice or other document issued or action taken by or on
          behalf of any person, authority or body whatsoever and of whatever
          country, including any Taxation Authority, which claims payment of
          Tax;

     (b)  any non-availability or loss of or reduction of any relief (including
          in particular a right to repayment);

     "distribution" means a distribution as defined by sections 209 to 211
     (inclusive) of the TA and section 418 of the TA;

     "Environment" means any and all ecosystems, property and the media of air
     (including air in buildings, natural or man-made structures, below or above
     ground), water (as defined in

                                      -62-
<PAGE>

     section 104(1) of the Water Resources Act 1991 and within drains and
     sewers), and land (including under any water as described above and whether
     above or below surface);

     "Environmental Consent" means any consent, approval, permit, licence,
     order, filing, authorisation, exemption, registration, permission,
     reporting or notice requirement and any related agreement required under
     any Environmental Law for the Properties or the Group;

     "Environmental Laws" means all international, EU, national, federal, state
     or local statutes, (which for the avoidance of doubt shall include section
     57 and Schedule 22 of the Environment Act 1995 and the guidance and
     regulations adopted under those provisions), bylaws, orders, regulations or
     other law or subordinate legislation or common law, all orders, ordinances,
     decrees or regulatory codes of practice, circulars, guidance notes and
     equivalent controls concerning the protection of human health or which have
     as a purpose or effect the protection or prevention of harm to the
     Environment or health and safety which are binding in relation to the
     Properties and/or upon the Group in the relevant jurisdiction in which the
     Group has been or is or are operating (including by the export of its
     products, or its waste thereto) on or before Completion;

     "ERA" means the Employment Rights Act 1996;

     "French Business Transfer Law" means the French Law dated 29 June 1935
     relating to the payment of the consideration for the sale of a business;

     "Hazardous Substance" means any natural or artificial substance (whether
     solid, liquid, gas, noise, ion, vapour, electromagnetic or radiation, and
     whether alone or in combination with any other substance) which is capable
     of causing harm to or having a deleterious effect on the Environment, being
     a nuisance, or which restricts the use, development, ownership or
     occupation of any Properties;

     "ITA" means the Inheritance Tax Act 1984;

     "L&T Covenants Act" means the Landlord and Tenant (Covenants) Act 1995;

     "Leases" means the leases specified in the Disclosure Letter;

     "Substantial Customer" means a customer accounting for more than five per
     cent. of a member of the Group's sales in the financial year ended on the
     Accounts Date;

     "Substantial Supplier" means a supplier accounting for more than five per
     cent. of a member of the Group's purchases in the financial year ended on
     the Accounts Date;

     "Systems" means all plant, equipment, systems, devices and components which
     contain or are controlled or monitored by computer systems, micro
     processors or software;

     "Tax" or "tax" means any tax, and any duty, contribution, impost, levy or
     charge in the nature of tax, whether domestic or foreign, and any fine,
     penalty, surcharge or interest connected therewith, including (without
     prejudice to the foregoing) taxes on profits income, gains and
     distributions (including any liability for any form of social security
     contribution)

                                      -63-
<PAGE>

     taxes on turnover or added value, Customs duties, transfer and stamp duties
     or duties on the raising of capital, obligations to account for any tax
     which has or should have been withheld from any payment and any other
     payment whatsoever which the Company is or may be or become bound to make
     to any person and which is or purports to be in the nature of taxation or
     otherwise by reason of any taxation statutes;

     "Taxation Authority" means any local, municipal, governmental, state,
     federal or fiscal, revenue, customs or excise authority, body, agency or
     official anywhere in the world having or purporting to have power or
     authority in relation to Tax including the Inland Revenue and HM Customs
     and Excise;

     "Taxation Statutes" means all statutes, statutory instruments, orders,
     enactments, laws, bylaws, directives and regulations, whether domestic or
     foreign decrees, providing for or imposing any Tax;

     "TCGA" means the Taxation of Chargeable Gains Act 1992;

     "TMA" means the Taxes Management Act 1970;

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

     "TULR(C)A" means the Trade Union and Labour Relations (Consolidation) Act
     1992;

     "VATA" means the Value Added Tax Act 1994 and "VAT legislation" means VATA
     and all regulations and orders made thereunder;

     "Waste" means waste including anything which is discarded or which the
     holder intends or is required to discard and anything which is abandoned,
     unwanted or surplus irrespective of whether it is capable of being
     recovered or recycled or has any value such that there is likely to be a
     breach of Environmental Law or such that any investigation, treatment or
     remediation of any of the Properties is or would be required or would be
     undertaken by a prudent owner or occupier;

     "Year 2000 Compliant" means prior to the year 2020 that when correctly
     operated with the input of suitable data without being connected to a
     system which is not Year 2000 Compliant or which has been rendered Year
     2000 Compliant using a method which is incompatible with the Systems in
     question otherwise than as a result of failure of interfaces specific to
     such Systems:-

     (a)  neither the performance nor functionality of the Systems used in
          connection with the Business is adversely affected by dates before,
          during or after year 2000; and

     (b)  in particular in respect of the Systems used in connection with the
          Business:-

          (i)  no value for current date causes any interruption in operation;

                                      -64-
<PAGE>

          (ii)   date-based functionality behaves consistently for dates before,
                 during and within not less than ten years after year 2000;

          (iii)  in all interfaces and data storage, the century in any date is
                 specified either explicitly or by unambiguous algorithms or
                 inferencing rules; and

          (iv)   year 2000 is recognised as a leap year.

     In construing the meaning of this definition, regard shall be had to the
     Amplification of the Definition and Rules set out in the document published
     with reference number DISC PD2000-1:1998 by the part of the British
     Standards Institution called DISC entitled "A Definition of Year 2000
     Conformity Requirements".

2.   VENDOR'S CAPACITY

2.1  Authorisations

     Dawson and each of the Vendors has obtained all corporate authorisations
     and other than the matters set out in Conditions 3.1(b) and (c) all other
     applicable and material governmental, statutory, regulatory or other
     consents, licences, waivers or exemptions required to empower it to enter
     into and to perform its obligations under this agreement and each document
     to be executed by it at or before Completion.

2.2  Proper Execution

     Dawson's obligations and the obligations of any Vendor under this agreement
     and each document to be executed at or before Completion are or when the
     relevant document is executed, will be enforceable in accordance with their
     terms.

3.   THE COMPANY, THE SHARES AND THE SUBSIDIARIES

3.1  Incorporation and Existence

     Dawson and the Share Vendor are limited companies incorporated under
     English law and have been in continuous existence since incorporation.
     Each Group Company and each of the Vendors is duly organised and subsisting
     in its country of organisation and each of the Vendors has full corporate
     power to own such of the US Shares and Assets (as the case may be) that are
     owned by it.

3.2  The Shares

     (a)  The Share Vendor is the only legal and beneficial owner of the US
          Shares.

     (b)  The Company has not allotted any shares other than the US Shares and
          the US Shares are fully paid or credited as fully paid.

     (c)  There is no Encumbrance in relation to any of the US Shares. So far as
          Dawson is aware no person has claimed to be entitled to an Encumbrance
          in relation to any of

                                      -65-
<PAGE>

          the US Shares and no member of the Dawson Group is under any
          obligation (whether actual or contingent) to sell, charge or otherwise
          dispose of any of the US Shares or any interest therein to any person.

     (d)  Other than this agreement, there is no agreement, arrangement or
          obligation requiring the creation, allotment, issue, sale, transfer,
          redemption or repayment of, or the grant to a person of the right
          (conditional or not) to require the allotment, issue, sale, transfer,
          redemption or repayment of, a share in the capital of the Company
          (including an option or right of pre-emption or conversion).

3.3  The Subsidiaries

     (a)  The Company does not have any subsidiary undertakings other than the
          Subsidiaries or Electronic Online Services International, Inc. and
          Quality Books, Inc. Each of the Subsidiaries is a wholly-owned
          subsidiary of the Company (unless otherwise indicated in schedule 2)
          and each of the shares of each such company has been properly allotted
          and issued and is fully paid or credited as fully paid.

     (b)  There is no Encumbrance in relation to any of the shares or unissued
          shares in the capital of any of the Subsidiaries. So far as Dawson is
          aware, no person has claimed to be entitled to an Encumbrance in
          relation to any of the shares of any of the Subsidiaries and the
          Company is not under any obligation (whether actual or contingent) to
          sell, charge or otherwise dispose of any shares in any of the
          Subsidiaries or any interest therein to any person.

     (c)  Other than this agreement, there is no agreement, arrangement or
          obligation requiring the creation, allotment, issue, sale, transfer,
          redemption or repayment of, or the grant to a person of the right
          (conditional or not) to require the allotment, issue, sale, transfer,
          redemption or repayment of, a share in the capital of any of the
          Subsidiaries (including an option or right of pre-emption or
          conversion).

     (d)  No Group Company owns any shares or stock in the capital of nor does
          it have any beneficial interest in any company other than the
          Subsidiaries nor does the Company control or take part in the
          management of any other company.

4.   ACCOUNTS

4.1  General

     (a)  The Accounts show a true and fair view of the:-

          (i)   assets, liabilities, financial position and state of affairs at
                the Accounts Date; and

          (ii)  the profits and losses for the financial year ended on the
                Accounts Date,

          of Dawson and the Group Companies.

                                      -66-
<PAGE>

     (b)  The Accounts have been prepared and audited in accordance with the
          standards, principles and practices specified on the face of the
          Accounts applied on a consistent basis and subject thereto in
          accordance with the law and Generally Accepted Accounting Standards,
          Principles and Policies in the United Kingdom consistently applied.

     (c)  The Accounts have been prepared on a basis consistent with the basis
          upon which all audited accounts of the Company have been prepared in
          respect of the three years before the Accounts Date.

4.2  Liabilities

     The Accounts make full provision or reserve for or disclose all material
     liabilities (including all contingent or deferred liability to Tax) of the
     Group whether actual, contingent or otherwise which are required by GAAS to
     be disclosed.

4.3  Extraordinary and Exceptional Items

     The results shown by the audited profit and loss account of the Company for
     each of the three financial years of the Company and the Group ended on the
     Accounts Date have not (except as disclosed in those accounts) been
     affected by an extraordinary or exceptional item or by any other matter
     making the profits or losses for a period covered by any of those accounts
     unusually high or low.

4.4  Off Balance Sheet Financing

     No member of the Group is engaged in any financing (including the incurring
     of any borrowing or any indebtedness in the nature of acceptances or
     acceptance credits) of a type which would not be required to be shown or
     reflected in the Accounts.

4.5  Accounting and Other Records

     (a)  The books of account and all other records of each Group Company and
          each member of the Dawson Group in relation to the Asset Businesses
          (including any which it may be obliged to produce under any contract
          now in force) are up-to-date, in its possession and are true and
          complete in all material respects in accordance with the law and
          applicable standards, principles and practices generally accepted in
          the United Kingdom or the applicable jurisdiction.

     (b)  All deeds and documents (properly stamped where stamping is necessary
          for enforcement thereof) belonging to any Group Company or which ought
          to be in the possession of any Group Company are in the possession of
          that Group Company.

4.6  Accounting Reference Date

     The accounting reference date of each member of the Group under section 224
     of the Companies Act 1985 is, and during the last three years has always
     been, 30 September.

                                      -67-
<PAGE>

4.7  Intra-Group Indebtedness

     The Intra-Group Indebtedness figure is materially true, complete, accurate
     and not misleading.

4.8  Management Accounts

     The management accounts of the Group in the agreed terms have been prepared
     in accordance with Dawson Group accounting requirements and with due care
     and attention and show with reasonable accuracy the state of affairs and
     profit or loss of the Group as at and for the period in respect of which
     they have been prepared but it is hereby acknowledged that they are not
     prepared on a statutory basis.

5.   CHANGES SINCE THE ACCOUNTS DATE

5.1  General

     Except as set out in the Disclosure Letter, since the Accounts Date:-

     (a)  each Group Company, the Dawson Group and each Vendor in relation to
          the Asset Businesses has carried on its business prudently and in the
          ordinary and usual course and so as to maintain the Business and each
          Asset Business respectively as a going concern;

     (b)  there has been no material adverse change in the financial or trading
          position of the Group; and

     (c)  there has been no material reduction in the value of those fixed
          assets specified in the Accounts, to the extent still owned by each
          Group Company and Vendor in relation to the Asset Businesses.

5.2  Specific

     Since the Accounts Date no Group Company nor any member of the Dawson Group
     in relation to the Group:-

     (a)  has, other than in the ordinary course of trading:-

          (i)   disposed of, or agreed to dispose of, a material asset; or

          (ii)  assumed or incurred, or agreed to assume or incur, a material
                liability, obligation or expense (actual or contingent);

          and in the case of a disposal or agreement to dispose of a material
          asset for an amount which is lower than book value or an open market
          arm's length value, whichever is the higher;

                                      -68-
<PAGE>

     (b)  has acquired or agreed to acquire a material asset for an amount which
          is higher than open market arm's length value;

     (c)  has made, or agreed to make, capital expenditure exceeding in total
          (Pounds)500,000 or incurred, or agreed to incur, a commitment or
          connected commitments involving capital expenditure exceeding in total
          (Pounds)500,000;

     (d)  has had a Substantial Supplier or Substantial Customer cease or
          substantially reduce its trade or has altered the terms of trade to
          its disadvantage;

     (e)  has declared, paid or made a dividend or other distribution (including
          a distribution within the meaning of the TA) except to the extent
          provided in the Accounts;

     (f)  has passed a resolution of the shareholders of any Group Company
          (except for those representing the ordinary business of an annual
          general meeting or any resolution agreed to approve the transactions
          contemplated in this agreement);

     (g)  has repaid or redeemed share or loan capital, or made (whether or not
          subject to conditions) an agreement or arrangement or undertaken an
          obligation to do any of those things;

     (h)  has repaid any sum in the nature of borrowings in advance of any due
          date or made any loan or otherwise than in the ordinary course of
          business incurred any indebtedness (including in each case intra-
          group); and

     (i)  has paid nor is under an obligation to pay any service, management or
          similar charges or any interest or amount in the nature of interest to
          any other person or incurred any liability to make such a payment or
          made any payment to any member of the Dawson Group whatsoever.

6.   ASSETS

6.1  Title and Condition

     (a)  There are no Encumbrances, nor has any Group Company nor any member of
          the Dawson Group in relation to the Group agreed to create any
          Encumbrances, over a material part of its undertaking or assets and
          each material asset used by the Group or by any Vendor in relation to
          the Asset Businesses (tangible or intangible) is:-

          (i)  legally and beneficially owned by the relevant Group Company or,
               in the case of the Asset Businesses, the relevant Vendor; and

          (ii) where capable of possession, in the possession of the Group or
               the relevant Vendor in relation to the Asset Businesses or under
               their control (other than work-in-progress or stock on
               consignment or in transit).

     (b)  Each Group company or the relevant Vendor in relation to the Asset
          Businesses owns each asset (tangible or intangible) necessary for the
          operation of their business

                                      -69-
<PAGE>

          as currently conducted and save as provided in this agreement and
          without limitation no rights (other than rights as shareholders in the
          Company) relating to the Business are owned or otherwise enjoyed by or
          on behalf of any member of the Dawson Group.

     (c)  All material plant, machinery, vehicles and equipment owned or used by
          the Group or any Vendor in relation to the Asset Businesses are in
          reasonable condition and working order and have been regularly
          maintained. So far as the Vendor is aware none is dangerous,
          inefficient, out-of-date, unsuitable or in need of renewal or
          replacement.

6.2  Hire Purchase and Leased Assets

     Copies of any bill of sale or any hiring or leasing agreement, hire
     purchase agreement, credit or conditional sale agreement, agreement for
     payment on deferred terms or any other similar agreement to which any Group
     Company or any Vendor in relation to the Asset Businesses is a party and
     requiring payments in excess of (Pounds)20,000 in an annual period are
     annexed to the Disclosure Letter.  None of the Leased Assets used by any
     Group Company or any Vendor in relation to the Asset Businesses has been
     repossessed by its owner and none of the Group Company or none of the
     Vendors in relation of the Asset Businesses has done any act or omission
     which would entitle the owner of the Leased Assets to repossess such Leased
     Assets.  None of such agreements requires more than one month's notice of
     termination to be given by any Group Company or any Vendor nor does it
     allow termination only on terms which require any payment (other than
     arrears of lease payments) by any Group Company or any Vendor.

6.3  Stock

     No Group Company nor any Vendor in relation to the Asset Businesses has
     supplied, or agreed to supply, goods which have been or will be, materially
     defective or which fail to comply materially with their terms of sale.

6.4  Debts

     None of the debts owed to any Group Company nor any Vendor in relation to
     the Asset Businesses has been factored, sold or agreed to be sold by any
     Group Company or any member of the Dawson Group or any Vendor in relation
     to the Asset Businesses.

7.   INTELLECTUAL PROPERTY

7.1  General

     (a)  Save for Intellectual Property licensed to the Company and the Dawson
          Group, the Company and any Vendor in relation to the Asset Businesses
          each Group Company and each Vendor in relation to the Asset Businesses
          is the sole and absolute legal and beneficial owner of all
          Intellectual Property used in connection with its business and which
          is material in the context of their respective businesses and the
          Intellectual Property listed in the document in the agreed terms
          headed "Intellectual Property" is

                                      -70-
<PAGE>

          unless otherwise indicated, registered in or applied for in the name
          of the member of each Group Company or the Vendor in relation to the
          Asset Businesses and is all the registered or applied for
          "Intellectual Property" used by the Asset Businesses.

     (b)  The Intellectual Property owned by the Company is free from
          Encumbrances and, in the case of confidential information, any
          disclosure obligation and is subsisting.

7.2  Renewals/Maintenance

     All registration and renewal fees which are due have been paid in relation
     to the Intellectual Property which is registered or applied for in the name
     of any Group Company or any Vendor in relation to the Asset Businesses.
     All procedural steps have been taken diligently for the prosecution and
     maintenance of such Intellectual Property and all reasonable steps have
     been taken for the maintenance and protection of unregistered Intellectual
     Property owned by each Group Company and each Vendor in relation to the
     Asset Businesses which is material to the Business.

7.3  Licences

     (a)  The terms of all licences or future rights which have been granted by
          any Group Company or other agreements or consents or undertakings
          entered into by any Group Company or Dawson or members of the Dawson
          Group relating to the Intellectual Property and which are material (or
          in the case of future rights are likely to be material) in the context
          of their respective businesses are set out in the Disclosure Letter.
          So far as Dawson is aware, there has been and is currently no material
          breach nor is there any fact or matter which would or may create a
          material breach of such licences or undertakings.

     (b)  The terms of all licences or future rights granted to any Group
          Company for the purposes of the Business or to any Vendor in relation
          to the Asset Businesses or other agreements or consents or
          undertakings entered into by that Group Company or Dawson or members
          of the Dawson Group relating to the Intellectual Property and which
          are material (or in the case of future rights are likely to be
          material) in the context of their respective businesses are set out in
          the Disclosure Letter. So far as Dawson is aware there has been and is
          currently no material breach nor is there any fact or matter which
          would or may create a material breach of such licences or
          undertakings.

7.4  Infringement

     (a)  So far as Dawson is aware, the use by any Group Company or any member
          of the Dawson Group of any Intellectual Property does not as used,
          infringe and the processes or methods employed, services provided, the
          business conducted and the products used, manufactured and dealt in or
          supplied by any member of any Group Company or any member of the
          Dawson Group do not nor did they at the time used, manufactured, dealt
          in or supplied, infringe the Intellectual Property of any other
          person.

                                      -71-
<PAGE>

     (b)  No proceedings claims or complaints have been brought or so far as
          Dawson is aware threatened in writing by any third party or competent
          authority in relation to the Intellectual Property including any
          concerning title subsistence, validity or enforceability or grant of
          any right or interest in such Intellectual Property.

     (c)  So far as Dawson is aware, no third party is infringing or misusing or
          threatening to infringe or misuse the Intellectual Property.

     (d)  No Group Company nor any member of the Dawson Group is subject to any
          injunction, undertaking or court order or order of any other authority
          of competent jurisdiction not to use or restricting the use of any
          Intellectual Property.

7.5  Scope

     The Intellectual Property comprises all the Intellectual Property Rights
     necessary for the operation of the Business as now conducted and so far as
     Dawson is aware they will not be adversely affected by the transactions
     contemplated by this agreement.

7.6  Confidential Agreements

     Save as disclosed, so far as Dawson is aware no Group Company nor any
     Vendor in relation to the Asset Businesses nor any member of the Dawson
     Group has entered into any confidentiality agreement or arrangement
     otherwise than in the ordinary course of business or save in the ordinary
     course of business is subject to any duty which materially restricts the
     free use or disclosure of any information used in the Business and there is
     no material breach of any such agreement or duty.

8.   EFFECT OF SALE

8.1  So far as Dawson is aware, neither the execution nor performance of this
     agreement or any document to be executed at or before Completion pursuant
     to this agreement will:-

     (a)  result in any Group Company or any Vendor in relation to the Asset
          Businesses losing the benefit of a material Permit or a material
          asset, licence, grant, subsidy, right or privilege which it enjoys at
          the date of this agreement in any jurisdiction; or

     (b)  conflict with, or result in a breach of, or give rise to an event of
          default under, or require the consent of a person under, or enable a
          person to terminate a material agreement, arrangement or obligation to
          which any Group Company or any Vendor in relation to the Asset
          Businesses is a party where such breach, conflict or default would
          have a material adverse effect on any member of the Group; or

     (c)  result in any Substantial Customer being entitled (and if a
          Substantial Customer is so entitled, so far as Dawson is aware, it
          will not exercise any such entitlement) to cease dealing with any
          Group Company or any Vendor in relation to the Asset Businesses or
          substantially to reduce its existing level of business or to change
          the terms upon which it deals with any Group Company or any Vendor in
          relation to the Asset Businesses; or

                                      -72-
<PAGE>

     (d)  result in any Substantial Supplier being entitled (and if a
          Substantial Supplier is so entitled, so far as Dawson is aware, it
          will not exercise any such entitlement) to cease supplying any Group
          Company or any Vendor in relation to the Asset Businesses or
          substantially to reduce its supplies to or to change the terms upon
          which it supplies any Group Company or any Vendor in relation to the
          Asset Businesses; or

     (e)  result in any officer or senior employee leaving any Group Company or
          any Vendor in relation to the Asset Businesses; or

     (f)  make any Group Company liable to offer for sale, transfer or otherwise
          dispose of or purchase or otherwise acquire any assets, including
          shares held by it in other bodies corporate under their articles of
          association or any agreement or arrangement.

9.   CONSTITUTION

9.1  Intra Vires

     Each Group Company and the Share Vendor has the power to carry on its
     business as now conducted and the business of the Company has at all times
     been carried on intra vires, and so far as Dawson is aware in accordance
     with their corporate interest.

9.2  Memorandum and Articles

     The memorandum and articles of association (or equivalent in any
     jurisdiction) of each Group Company in the form annexed to the Disclosure
     Letter are true and complete in all material respects and up-to-date.

9.3  Register of Members

     The register of members (or equivalent in the USA) of each Group Company
     has been properly kept in all material respects and contains in all
     material respects true and complete records of the matters which should be
     dealt with in that register and so far as Dawson is aware, no member of the
     Dawson Group nor any Group Company has received any notice or allegation
     that any of them is incorrect or incomplete or should be rectified.

9.4  Powers of Attorney

     Except as set out in the Disclosure Letter, no Group Company nor any member
     of the Dawson Group has executed any power of attorney or conferred on any
     person other than its directors, officers and employees any authority to
     enter into any transaction on behalf of or to bind any Group Company or any
     member of the Dawson Group in relation to the Asset Businesses in any way
     and which power of attorney remains in force or was granted or conferred
     within three years of the Completion Date.

                                      -73-
<PAGE>

9.5  Statutory Books and Filings

     (a)  The statutory books (or equivalent in the USA) of each Group Company
          are up-to-date, in its possession or under its control and are true
          and complete in all material respects in accordance with applicable
          law.

     (b)  All resolutions, annual returns (or equivalent in the USA) and other
          documents required to be delivered to the relevant company registry
          (or other corporate authority in any jurisdiction) have been properly
          prepared and filed and are true and complete in all material respects.

10.  INSURANCE

10.1 Policies

     The Disclosure Letter contains a list of each current insurance and
     indemnity policy in respect of which each Group Company has an interest
     (together the "Policies").  So far as Dawson is aware, no act, omission or
     non-disclosure by a Group Company or member of the Dawson Group has been
     made which will make any of the Policies invalid, unenforceable, void or
     voidable.  So far as Dawson is aware, there are no circumstances which
     might make any of the Policies void or voidable or lead any claim under the
     Policies to be avoided by the insurers.

10.2 Insurance of Assets

     Each insurable asset of the Group has at all material times been and is at
     the date of this agreement insured to its full replacement value (with no
     provision for deduction or excess) against each risk normally insured
     against by a prudent person operating the types of business operated by the
     Group.

10.3 Other Insurance

     Each Group Company or any Vendor in relation to the Asset Businesses has at
     all material times been and is at the date of this agreement adequately
     insured against accident, damage, injury, third party loss (including
     product liability), loss of profits and any other risk normally insured
     against by a prudent person operating the types of business operated by the
     Group and has at all times effected such insurances as required by law.

10.4 Claims

     No claim is outstanding under any of the Policies and so far as Dawson is
     aware no matter exists which might give rise to a claim under any of the
     Policies.

10.5 Details of Policies

     The Disclosure Letter contains a summary of any and all amounts claimed
     under the Policies in the 12 months prior to the date of this agreement and
     such summary is accurate.

                                      -74-
<PAGE>

11.  CONTRACTUAL MATTERS

11.1 Validity of Agreements

     (a)  (i)  No Group Company nor Dawson nor any Vendor in relation to the
               Asset Businesses has any knowledge of the invalidity of, or a
               ground for termination, avoidance or repudiation of, a material
               agreement, arrangement or obligation in writing to which any
               Group Company or any Vendor in relation to the Asset Businesses
               is a party.

          (i)  No party with whom any Group Company or any Vendor in relation to
               the Asset Businesses has entered into a material agreement,
               arrangement or obligation has given notice of its intention to
               terminate, or has sought to repudiate or disclaim, the agreement,
               arrangement or obligation.

     (b)  No party with whom any Group Company or any Vendor in relation to the
          Asset Businesses has entered into a material agreement or arrangement
          in writing is in material breach of the agreement or arrangement. So
          far as Dawson is aware no matter exists which might give rise to such
          breach.

     (c)  No Group Company nor any Vendor in relation to the Asset Businesses is
          in material breach of any material agreement or arrangement in
          writing. So far as Dawson is aware no matter exists which might give
          rise to such breach.

11.2 Standard Terms and Conditions

     A copy of the standard terms and conditions of business of each Group
     Company and any Vendor in relation to the Asset Businesses are annexed to
     the Disclosure Letter and so far as Dawson is aware no Group Company nor
     any Vendor in relation to the Asset Businesses has entered into an
     agreement or arrangement with a customer different from these.  No Group
     Company nor any Vendor in relation to the Asset Businesses has entered into
     any agreements or arrangements with a customer which oblige them to supply
     goods and/or services or only allows them to terminate the agreements or
     arrangements on terms which are materially different from the terms upon
     which those goods and/or services are supplied to the relevant Group
     Company and/or Vendor.

11.3 Supply Contracts

     Summarised accurate details or copies of all agreements or arrangements
     with customers by any Group Company or any Vendor in relation to the Asset
     Businesses which involve the supply of goods the aggregate sale value of
     which will represent in excess of five per cent. of the turnover for the
     financial year of any Group Company or any Vendor in relation to the Asset
     Businesses ended on the Accounts Date are contained in the Disclosure
     Letter and copies annexed to it.  Summarised accurate details or copies of
     all agreements or arrangements with Substantial Suppliers involving the
     supply of goods and/or services to any Group Company or any Vendor in
     relation to the Asset Businesses are contained in the Disclosure Letter and
     copies annexed to it.

                                      -75-
<PAGE>

11.4 Material Agreements

     (a)  Except as set out in the Disclosure Letter no Group Company nor any
          member of the Dawson Group in relation to the Asset Businesses is a
          party to and is liable under any material contract, transaction,
          arrangement or liability which:-

          (i)    is of an unusual or abnormal nature, or outside the ordinary
                 and proper course of business;

          (ii)   is of a long-term nature (that is, unlikely to have been fully
                 performed, in accordance with its terms, more than six months
                 after the date on which it was entered into or undertaken);

          (iii)  is incapable of termination in accordance with its terms, by
                 any Group Company or any Vendor in relation to the Asset
                 Businesses, on 60 days' notice or less;

          (iv)   cannot readily be fulfilled or performed by any Group Company
                 or any Vendor in relation to the Asset Businesses on time
                 without undue or unusual expenditure of money or personnel;

          (v)    involves payment by any Group Company or any Vendor in relation
                 to the Asset Businesses by reference to fluctuations in the
                 index of retail prices, or any other index or in the rate of
                 exchange for any currency;

          (vi)   involves an aggregate outstanding expenditure or other
                 liability by any Group Company or any Vendor in relation to the
                 Asset Businesses of more than (Pounds)500,000; or

          (vii)  restricts its freedom to engage in any activity or business or
                 confines its activity or business to a particular place;

     (b)  Save as disclosed no Group Company or any Vendor in relation to the
          Asset Businesses is a party to and is liable under:-

          (i)    an agreement, arrangement or obligation by which that company
                 is a member of a joint venture, consortium, partnership or
                 association (other than a bona fide trade association); or

          (ii)   a distributorship, agency, marketing, licensing or management
                 agreement or arrangement.

     (c)  None of the agency arrangements disclosed are incapable of termination
          by any Group Company or any Vendor on less than 90 days' notice nor
          would they, if so terminated, require payment by any Group Company or
          any Vendor of any damages or compensation.

                                      -76-
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     (d)  Summarised accurate details of all and any commission payments due to
          any agents under any of the disclosed agency arrangements are
          contained in the Disclosure Letter.

     (e)  To the extent that the same are applicable to any of the disclosed
          agency arrangements, each Group Company and each Vendor on the one
          hand and each agent on the other have complied with their respective
          obligations under Council Directive 86/653/EEC regarding self-employed
          commercial agents and/or any UK or other EU Member State legislation
          enacted to give effect to the same (including but not limited to the
          Commercial Agents (Council Directive) Regulations 1993).

     (f)  Save as disclosed, no agency arrangements between any Group Company or
          any Vendor and any agent have been terminated in the last year.

11.5 Contracts with Connected Persons

     There is, and during the three years ending on the date of this agreement
     there has been, no agreement or arrangement to which any Group Company or
     any Vendor in relation to the Asset Businesses is a party and in which any
     member of the Dawson Group, any director or former director of any member
     of the Dawson Group or a person connected with any of them is or was
     interested.  Immediately after Completion, no Group Company or any Vendor
     in relation to the Asset Businesses will owe any obligation or sum or have
     any contractual or other arrangements of any sort with any member of the
     Dawson Group or any of its connected persons except as provided under the
     terms of this agreement.

11.6 Conditions and Warranties in Respect of Goods or Services

     Except for a condition or warranty implied by law or contained in its
     standard terms of business or otherwise given in the usual course of
     trading, no Group Company or member of the Dawson Group in relation to the
     Asset Businesses has given a condition or warranty in writing, in respect
     of goods or services supplied or agreed to be supplied by it, or accepted
     an obligation that could give rise to a liability after the goods or
     services have been supplied by it.

12.  INFORMATION TECHNOLOGY AND DATA PROTECTION

12.1 Adequacy of Systems

     The Systems used in connection with the Group are adequate for the
     immediate needs of their respective businesses, including without
     limitation as to the system capacity and ability to process current peak
     volumes in a timely manner.

12.2 No Systems Failures

     In the 12 months prior to the date hereof no Group Company nor any Vendor
     in relation to the Asset Businesses has suffered and so far as Dawson is
     aware no other person has suffered any failures or bugs in or breakdowns of
     any System used in connection with the Business which have caused any
     substantial disruption or interruption in or to its use in

                                      -77-
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     connection with the Business and so far as Dawson is aware there is no
     existing matter which is likely to so disrupt or interrupt or affect the
     use of such equipment on the same basis as it is presently used following
     the acquisition by RoweCom of the Business pursuant to this agreement.

12.3 Year 2000 Compliance

     Dawson has taken and is taking all appropriate and timely steps in
     accordance with good business practice to ensure that Systems used in
     connection with the Business become Year 2000 Compliant in order to
     minimise business disruption which may be brought about by the Systems used
     in connection with the Business being non-Year 2000 Compliant.  Dawson
     further warrants that to the best of its knowledge and belief its Year 2000
     action plan is sufficient to ensure that the Systems used in connection
     with the Business become Year 2000 Compliant and will be completed within
     the anticipated time scale and within budget.

12.4 Year 2000 Compliance of Customers and Suppliers

     So far as Dawson is aware, Systems owned or used by any Substantial
     Customers or Substantial Suppliers of any Group Company are or will become
     Year 2000 Compliant.

12.5 Copyright in Technical Manuals

     None of the software or technical manuals used by the Businesses has been
     unlawfully copied wholly or substantially from any material in which any
     Group Company or any Vendor in relation to the Asset Businesses does not
     own copyright.

12.6 Ownership of Computer Systems

     All Systems, excluding software, used by any Group Company and any Vendor
     in relation to the Asset Businesses are owned and operated by and are under
     the control of the Group Companies or the Vendors in relation to the Asset
     Businesses and are not wholly or partly dependent on any facilities which
     are not under the ownership, operation or control of any member of the
     Group.  No consents will be required to enable such systems to continue to
     be used in each Asset Business and each Group Company to the same extent
     and in the same manner as they have been used prior to the date hereof.

12.7 Compliance of Systems with European Regulations

     The Systems used in connection with the Business are so far as Dawson is
     aware capable of receiving and processing data (including, without
     limitation, effecting conversions between the Euro and national currencies,
     calculating and producing dual and multi-currency invoices, performing
     triangulation calculations and processing day-counts for the purpose of
     interest rate calculations) in accordance with the provisions of Council
     Regulation 1103/97 and any other relevant applicable regulation or
     legislation made pursuant to the Treaty of Rome relating to the same
     subject matter (together the "European Regulations") and any market
     conversion that is attributable to the provisions of the European
     Regulations or their subject matter.

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12.8  Litigation in respect of Software

      Each Group Company and each Vendor in relation to the Asset Businesses are
      validly licensed to use the software used in their respective businesses
      and no consents will be required to enable them to continue to use such
      software to the same extent and in the same manner as they have been used
      prior to the date hereof.

12.9  Data Protection Act 1984

      Each Group Company and each Vendor in relation to the Asset Businesses
      comply in full with, and have in place all necessary registrations and
      procedures under, the Data Protection Act 1984 or equivalent applicable
      legislation in any other country in which it operates.

12.10 Data Protection Act 1998

      Each Group Company and each Vendor in relation to the Asset Businesses are
      taking all appropriate steps in accordance with good business practice to
      ensure that they will comply with the Data Protection Act 1998 when it
      comes into force.

12.11 Disclosure of Data Protection  Procedures

      Dawson has disclosed details of all procedures being adopted by each Group
      Company and each Vendor in relation to the Asset Businesses to assess and
      introduce procedures to ensure compliance with the Data Protection Act
      1998.

12.12 Internet Presence

      Save as described in the Disclosure Letter, no Group Company nor any
      Vendor in relation to the Asset Businesses has any public private or
      reserved presence on the world wide web, multi-party extranet, virtual
      private network or similar internet based, linked system ("Internet
      Presence"). The domain name(s), if any, of any Group Company or any Vendor
      in relation to the Asset Businesses are currently registered with an
      authorised body, are so far as Dawson is aware transferable to RoweCom and
      are in good standing. Save as described in the Disclosure Letter, Dawson
      warrants that its Internet Presence, if any, is wholly passive and
      informational in nature and involves no interactivity between third
      parties and each Group Company or any Vendor in relation to the Asset
      Businesses including purchases, sales, leases or other commercial
      transactions conducted in any degree by or through the Internet Presence.

12.13 IQ Software

      With regard to the on-line information access system known as "Information
      Quest" or "IQ" used by the Business and all related materials (to the
      extent they are in existence) including the code therein (including source
      code and machine readable data), user guide and instructions, programmers
      notes, flow charts, logic diagrams and development operational and
      maintenance records (the "Software"), Dawson and the Vendors warrant to
      Rowecom as follows:-

                                      -79-
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     (a)  that other than unwritten permission to use indirectly when accessing
          databases in the ordinary course of the Business no member of the
          Dawson Group has given permission to any party (other than a member of
          the Dawson Group) to use the Software or any of intellectual property
          rights in the Software nor are they unaware of any such unpermitted
          use by any such third party;

     (b)  so far as Dawson or the Vendors are aware the use of the Software by
          Rowecom will not be subject to royalty obligations and no consents or
          permissions will be required for Rowecom to continue using the
          Software in the manner currently conducted further to the IQ Software
          Licence;

     (c)  neither Dawson nor the Vendors are unaware of any material defects or
          operational problems with the Software as currently used;

     (d)  the current version of the Software is Year 2000 Compliant in all
          respects; and

     (e)  the Software as supplied under the IQ Software Licence is all the
          materials reasonably required to support and maintain the operation of
          the Software as it is currently used.

13.  LIABILITIES

13.1 Guarantees and Indemnities

     (a)  Save as disclosed in the Accounts or otherwise implied by law on the
          supply of goods or services by a Vendor or a Group Company, no Group
          Company is a party to and is liable (including contingently) under a
          guarantee, indemnity or other agreement in writing to secure or incur
          a financial or other obligation with respect to another person's
          obligation.

     (b)  No part of the loan capital, borrowing or indebtedness in the nature
          of borrowing of any Group Company is dependent on the guarantee or
          indemnity of, or security provided by, another person other than a
          Group Company.

13.2 Events of Default

     No event has occurred or is subsisting in relation to the Group which:-

     (a)  constitutes an event of default, or otherwise gives rise to an
          obligation to repay, or to give security under an agreement relating
          to borrowing or indebtedness in the nature of borrowing (or will do so
          with the giving of notice or lapse of time or both) in relation to any
          Group Company;

     (b)  will lead to an Encumbrance except a Permitted Encumbrance constituted
          or created in connection with borrowing or indebtedness in the nature
          of borrowing, a guarantee, an indemnity or other obligation of any
          Group Company or any member of the Dawson Group in relation to the
          Asset Businesses becoming enforceable (or will do so with the giving
          of notice or lapse of time or both); or

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     (c)  with the giving of notice and/or lapse of time will constitute or
          result in a default or the acceleration of any obligation under any
          agreement or arrangement to which any Group Company or any member of
          the Dawson Group in relation to the Asset Businesses is a party or by
          which it or any of its properties, revenues or assets is bound.

13.3 Grants

     No Group Company nor any member of the Dawson Group in relation to the
     Asset Businesses is liable to repay an investment or other grant or subsidy
     made to it by any person (including the Department of Trade and Industry or
     its predecessor).  So far as Dawson is aware no matter (including the
     execution and performance of this agreement) exists which might entitle a
     body to require repayment of the whole or part of a grant or subsidy.

14.  PERMITS

14.1 Compliance with Permits

     Each Group Company and each Vendor in relation to the Asset Businesses has
     obtained and complied with the material terms and conditions of each Permit
     (excluding the Properties at the Folkestone Property) (summarised and
     materially accurate details of which are contained in the Disclosure
     Letter).

14.2 Status of Permits

     There are no pending or threatened proceedings relating to the suspension,
     invalidity or revocation of which might in any way affect the Permits
     (excluding the Properties at the Folkestone Property) and Dawson is not
     aware of any other reason why any of them should be suspended, threatened
     or revoked or be invalid.

15.  INSOLVENCY

15.1 Winding up

     No order has been made, petition presented or resolution passed for the
     winding up (or other process whereby any of the Asset Businesses are
     terminated and the Assets are distributed amongst the creditors and/or
     shareholders or other contributors) or for the appointment of a provisional
     liquidator to any Group Company or any Vendor.

15.2 Administration

     No administration order has been made and no petition for an administration
     order has been presented in respect of any Group Company or any Vendor.

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15.3 Receivership

     No receiver, receiver and manager or administrative receiver or similar
     official has been appointed in any jurisdiction in respect of the whole or
     any part of either the business or assets of any Group Company or any
     Vendor.

15.4 Compromises with creditors

     (a)  No voluntary arrangement under section 1 of the Insolvency Act 1986
          has been proposed or approved in respect of any Group Company or any
          Vendor.

     (b)  No compromise or arrangement under section 425 of the Companies Act
          1985 has been proposed, agreed to or sanctioned in respect of any
          Group Company or any Vendor.

     (c)  No Group Company nor any Vendor has entered into any compromise or
          arrangement with its respective creditors or any class of its
          respective creditors generally.

15.5 Insolvency

     No Group Company nor any Vendor is unable to pay its debts within the
     meaning of section 123 of the Insolvency Act 1986 (but for this purpose
     ignoring the reference to "if it is proved to the satisfaction of the court
     that" in section 123(1)(e) and 123(2)) or similar applicable laws in any
     relevant jurisdiction.

15.6 Payment of Debts

     No Group Company nor any Vendor has stopped paying its debts as they fall
     due.

15.7 Distress etc.

     No distress, execution or other process has been levied on a material asset
     of any Group Company or any Vendor.

15.8 Unsatisfied Judgments

     There is no unsatisfied judgment or court order outstanding against any
     Group Company or any Vendor.

15.9 Striking Out

     No action is being taken by the Registrar of Companies to strike any Group
     Company or any Vendor off the register under section 652 of the Companies
     Act 1985 or any other similar law in other jurisdictions.

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16.  LITIGATION AND COMPLIANCE WITH LAW

16.1 Litigation

     (a)  Except as set out in the Disclosure Letter, no Group Company nor any
          member of the Dawson Group, has during the six years ending on the
          date of this agreement been involved, in a civil, criminal,
          arbitration, administrative or other proceeding which is currently
          material in the context of the Business or the Company. No civil,
          criminal, arbitration, administrative or other proceeding which is
          material in the context of the Business in any jurisdiction is pending
          or threatened by or against any Group Company or any member of the
          Dawson Group in relation to the Asset Businesses.

     (b)  So far as Dawson is aware, no matter exists which might give rise to a
          civil, criminal, arbitration, administrative or other proceeding in
          any jurisdiction involving any Group Company (other than as plaintiff
          in the collection of debts arising in the ordinary course of business)
          or any member of the Dawson Group in relation to the Asset Businesses.

     (c)  There is no outstanding judgment, order, decree, arbitral award or
          decision of a court, tribunal, arbitrator or governmental agency in
          any jurisdiction against any Group Company.

16.2 Compliance with Law

     Each Group Company and each Vendor in relation to the Asset Businesses has
     conducted its business and dealt with its assets in all material respects
     in accordance with all applicable legal and administrative requirements in
     any jurisdiction in which such entity operates.

16.3 Investigations

     No Group Company is or has been subject to any investigation, enquiry or
     disciplinary proceeding (whether judicial, quasi-judicial or otherwise) in
     any jurisdiction and so far as Dawson is aware, none is pending or
     threatened, and neither has it received any request for information from,
     any court or governmental authority (including any national competition
     authority and the Commission of the European Communities and the EFTA
     Surveillance Authority) under any anti-trust or similar legislation in any
     jurisdiction in which such Group Company operates.  So far as Dawson is
     aware no matter exists which might give rise to such an investigation,
     enquiry, proceeding or request for information.

16.4 Competition Law

     (a)  So far as Dawson is aware, no Group Company is nor has it been a party
          to any agreement or arrangement, which:-

          (i)  could reasonably be expected to give rise to an investigation by
               the Office of Fair Trading or the Competition Commission under
               the Fair Trading Act 1973;

                                      -83-
<PAGE>

          (ii)   has been or should reasonably have been required to be or is
                 required to be furnished to the Director General of Fair
                 Trading pursuant to the Restrictive Trade Practices Acts 1976
                 and 1977;

          (iii)  contravenes the provisions of the Resale Prices Act 1976;

          (iv)   contravenes the provisions of the Trade Descriptions Acts 1968
                 and 1972;

          (v)    constitutes an anti-competitive practice within the meaning of
                 the Competition Act 1980;

          (vi)   constitutes a breach of any relevant undertaking, order,
                 assurance or other measure made under the Fair Trading Act
                 1973, the Restrictive Trade Practices Acts 1976 and 1977, the
                 Resale Prices Act 1976, the Trade Descriptions Acts 1968 and
                 1972 or the Competition Act 1980;

          (vii)  infringes Articles 81 and/or 82 of the Treaty of Rome or their
                 equivalent provisions under the European Economic Area
                 Agreement or any other anti-trust or similar legislation in any
                 jurisdiction in which the Company operates; or

          (viii) is registrable, unenforceable or void (whether in whole or in
                 part) or renders it liable to civil, criminal or administrative
                 proceedings by virtue of any anti-trust, anti-monopoly, anti-
                 cartel, consumer law or any other similar legislation in any
                 jurisdiction.

     (b)  Dawson is taking all appropriate steps in accordance with good
          business practice to ensure that it will comply with the Competition
          Act 1998.

     (c)  No Group Company has not given an undertaking or written assurance to
          any court or governmental authority (including any national
          competition authority and the Commission of the European Communities
          and the EFTA Surveillance Authority) under any anti-trust or similar
          legislation in any jurisdiction in which that company operates.

     (d)  No Group Company is subject to an order, regulation or decision made
          by any court or governmental authority (including any national
          competition authority and the Commission of the European Communities
          and the EFTA Surveillance Authority) under any anti-trust or similar
          legislation in any jurisdiction in which that company operates.

     (e)  So far as Dawson is aware, no Group Company is and has been a party to
          any agreement, arrangement or concerted practice in respect of which
          an application for negative clearance and/or an exemption has been
          made to the Commission of the European Communities or the EFTA
          Surveillance Authority.

16.5 Unlawful Payments

                                      -84-
<PAGE>

     No Group Company has:-

     (a)  induced a person to enter into an agreement or arrangement with any
          Group Company by means of an unlawful or immoral payment,
          contribution, gift or other inducement;

     (b)  offered or made an unlawful or immoral payment, contribution, gift or
          other inducement to a government official or employee; or

     (c)  directly or indirectly made an unlawful contribution to a political
          activity.

     All references to any Group Company in this paragraph 16 shall deemed to
     include the relevant company's officers, agents and employees.

17.  BROKERAGE OR COMMISSIONS

     No person is entitled to receive from any Group Company or any Vendor in
     relation to the Asset Businesses a finder's fee, brokerage or commission in
     connection with this agreement or anything in it and no Group Company is
     liable to pay to any of its directors, employees, agents or advisers any
     sum whatsoever in connection with the sale of the US Shares.

18.  DIRECTORS AND EMPLOYEES

18.1 Particulars of Officers

     The particulars of all Assumed Employees and employees of the Group annexed
     to the Disclosure Letter show the names, job title, date of commencement of
     employment, date of birth and period of continuous employment (calculated
     in accordance with chapter 1 of part XIV of the ERA) of every Assumed
     Employee and every employee of the Group and contain details of
     negotiations which have taken place in the preceding 18 months concerning
     pay for all such employees.

18.2 Remuneration and Benefits

     The particulars of all employees annexed to the Disclosure Letter show all
     remuneration and other benefits:-

     (a)  actually provided; and

     (b)  which any Group Company or any Vendor in relation to the Asset
          Businesses is bound to provide (whether now or in the future),

     to each officer and employee of any Group Company and each Assumed Employee
     and are true and complete and include particulars of and details of
     participation in all profit sharing, incentive, bonus, commission, share
     option, medical, permanent health insurance, directors' and officers'
     insurance, travel, car, redundancy and other benefit schemes, arrangements
     and understandings, whether legal or contractual (the "Schemes"), operated
     for all or any

                                      -85-
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     employees or former employees of the Group or any Assumed Employees or
     their dependants whether legally binding on the Group or not.

18.3 Terms and Conditions

     (a)  The Disclosure Letter contains copies of all the standard terms and
          conditions, staff handbooks and policies which apply to employees of
          any Group Company and Assumed Employees and identifies which terms and
          conditions apply to which employees.

     (b)  There are no terms and conditions in any contract with any director,
          officer or employee of any Group Company or any Assumed Employee
          pursuant to which such person will be entitled to receive any payment
          or benefit or such person's rights will change as a direct consequence
          of the transaction contemplated by this agreement.

     (c)  There are no service agreements or contracts of employment relating to
          any Assumed Employee or between any Group Company and any of its
          directors, officers or employees containing any provision in addition
          to the matters required to be contained therein under section 1 of the
          ERA.

     (d)  All employees of any Group Company and all Assumed Employees have
          received a written statement of particulars of their employment as
          required by section 1 of the ERA or relevant legislative requirements.

18.4 Operation of the Schemes

     (a)  The Schemes have at all times been materially operated in accordance
          with their governing rules or terms and all applicable laws and all
          documents which are required to be filed with any regulatory authority
          have been so filed and all tax clearances and approvals necessary to
          obtain favourable tax treatment for the participating companies and/or
          the participants in the Schemes have been obtained and not withdrawn
          and no act or omission has occurred which has or could prejudice any
          such tax clearance and/or approval.

     (b)  Other than for payments made or to be made in accordance with the
          terms of the Scheme no past or present Assumed Employee, director,
          officer, employee or any dependant thereof or any other participant in
          any Scheme has made any claim against any Group Company or any member
          of the Dawson Group in relation to the Asset Businesses in respect of
          any Scheme and so far as Dawson is aware no event has occurred which
          could or might give rise to any such claim.

18.5 Notice Periods

     The terms of employment or engagement of all employees, agents, consultants
     and professional advisers of any Group Company and all Assumed Employees
     are such that their employment or engagement may be terminated by not more
     than twelve weeks' notice given at any time without liability for any
     payment including by way of compensation or damages

                                      -86-
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      (except for unfair dismissal or a statutory redundancy payment or, in
      either case, the equivalent in any relevant jurisdiction).

18.6  Changes since the Accounts Date

      Since the Accounts Date no Group Company nor any Vendor in relation to the
      Asset Businesses has made, announced or proposed any changes to the
      emoluments or benefits of or any bonus to or to any profit sharing scheme
      or any other change in the conditions of employment of any of its
      directors, officers or employees other than in the normal course and no
      Group Company is under an obligation to make any such changes with or
      without retrospective operation and no Assumed Employee is entitled to any
      such changes to their emoluments, benefits, bonuses, or other terms and
      conditions of employment.

18.7  Loans

      There are no amounts owing or agreed to be loaned or advanced by any Group
      Company to any directors, officers and employees of any Group Company or
      by the Dawson Group to any Assumed Employees (other than amounts
      representing remuneration accrued due for the current pay period, accrued
      holiday pay for the current holiday year or for reimbursement of
      expenses).

18.8  Notice of Termination and Leave of Absence

      (a)  Except as set out in the Disclosure Letter as of the date hereof, no
           director, officer or employee of any Group Company or Assumed
           Employee has given or received notice to terminate his employment.

      (b)  There are no directors, officers or employees of any Group Company
           and no Assumed Employee who are on secondment, maternity leave or
           absent on grounds of disability or other leave of absence (other than
           normal holidays or absence of no more than one week due to illness).

18.9  Payment up to Completion

      All salaries and wages and other benefits of all employees of each Group
      Company and all Assumed Employees have, to the extent due, been paid or
      discharged in full.

18.10 Industrial Relations

      (a)  No directors, officers or employees of any Group Company and no
           Assumed Employees are members of a trade union, staff association or
           any other body representing workers and no such union, association or
           body is recognised by any member of any Group Company or by any
           member of the Dawson Group in respect of any of the Assumed Employees
           or Asset Businesses for the purposes of collective bargaining. The
           Disclosure Letter contains a list of directors, officers, employees
           and Assumed Employees who are so far as the Dawson Group is aware
           members of a trade union, trade union representatives or equivalent,
           members of a workers' body, together with the date of expiry of their
           mandate.

                                      -87-
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      (b)  The Disclosure Letter contains copies of and full details of all
           rights and liabilities relating or pursuant to any collective
           agreements (whether with a trade union, staff association or any
           other body representing workers and whether legally binding or not)
           concerning any Group Company or the Assumed Employees, or the Asset
           Businesses.

      (c)  Within the three years preceding the date hereof no Group Company or
           member of the Dawson Group has been engaged or involved in any trade
           dispute (as defined in section 218 of the TULR(C)A) with any
           employee, trade union, staff association or any other body
           representing workers relating to any Group Company or its employees
           or any Assumed Employee and no event has occurred which could or
           might give rise to any such dispute and no industrial action
           involving employees of any Group Company or Assumed Employees,
           official or unofficial, is now occurring or threatened nor has any
           industrial relations or employment matter been referred either by the
           Dawson Group or any Group Company or trade union in respect of any
           Assumed Employees or by any Group Company or its employees or by any
           trade union staff association or any other body representing workers
           to ACAS or other body with similar functions for advice, conciliation
           or arbitration.

18.11 Claims by Employees

      No Assumed Employee or past or present director, officer or employee of
      any Group Company or any predecessor in business has brought any claim or
      right of action against any Group Company or any member of the Dawson
      Group which is current including any claim:-

      (a)  in respect of any accident or injury which is not fully covered by
           insurance; or

      (b)  for breach of any contract of services or for services or of a
           collective agreement of any nature; or

      (c)  for loss of office or arising out of or connected with the
           termination of his office or employment

      and so far as Dawson is aware no event or inaction has occurred which
      could or might give rise to any such claim.

18.12 Enquiries and Discrimination

      (a)  There are no enquiries or investigations existing, pending or so far
           as Dawson is aware threatened affecting any Group Company in relation
           to any directors, officers or employees or concerning any Assumed
           Employee by the Equal Opportunities Commission, the Commission for
           Racial Equality or the Health and Safety Executive or any other
           bodies with similar functions or powers in relation to workers, in
           any jurisdiction.

                                      -88-
<PAGE>

      (b)  There are no terms or conditions under which any Assumed Employee,
           director, officer or employee of any Group Company is employed, nor
           so far as Dawson is aware has anything occurred or not occurred prior
           to Completion that may give rise to any claim for sex discrimination,
           race discrimination, age discrimination, disability discrimination or
           equal pay either under domestic United Kingdom laws or the laws of
           any other jurisdiction whether by such Assumed Employee director,
           officer or employee or a prospective director, officer or employee or
           otherwise.

18.13 Compliance with Laws

      (a)  Each Group Company and in respect of the Assumed Employees each
           member of the Dawson Group has complied in all material respects with
           all relevant provisions of the Treaty of Rome, EC Directives,
           statutes, regulations, codes of conduct, collective agreements, terms
           and conditions of employment, orders, declarations and awards
           relevant to each Assumed Employee and each Group Company's directors,
           officers and employees or the relations between such Group Company
           and any trade union, staff association or any other body representing
           workers.

      (b)  There are no training schemes, arrangements or proposals, whether
           past or present, in respect of which a levy may henceforth become
           payable by any Group Company under the Industrial Training Act 1982
           and pending Completion no such schemes, arrangements or proposals
           will be established or undertaken.

18.14 Transfer Regulations

      No Group Company has entered into any agreement and no event has occurred
      which may involve such Group Company in the future acquiring any
      undertaking or part of one such that the Transfer Regulations may apply
      thereto.

18.15 Duty to Inform and Consult

      So far as Dawson is aware each Group Company and each member of the Dawson
      Group in relation to the Asset Businesses have complied with their
      obligations to inform and consult with trade unions and other
      representatives of workers, including on the proposals covered by this
      agreement, and to send notices to the Secretary of State pursuant to their
      legal obligations.

18.16 Records

      Each Group Company and each Vendor in relation to the Asset Businesses has
      maintained adequate and suitable records regarding the service of its
      directors, officers and employees and such records comply with the
      requirements of the Data Protection Act 1984.

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18.17  Business is conducted by Employees

       No Group Company nor any member of the Dawson Group in relation to the
       Asset Businesses has entered into any agreement or arrangement for the
       management or operation of its business or any part thereof other than
       with its employees.

19.    PROPERTIES

19.1   All Property

       The Properties comprise all the freehold and leasehold land owned, used
       or occupied by and all the rights vested in each Group Company and all
       agreements whereby each Group Company has any financial entitlement
       relating to any land at the date hereof.

19.2   No Other Liabilities

       The Group Companies have no actual or contingent obligations or
       liabilities (in any capacity including as principal contracting party or
       guarantor) in relation to any lease, licence or other interest in, or
       agreement relating to, land apart from the Properties.

19.3   Good and Marketable Title

       The Group Companies and Vendors in relation to the Asset Businesses have
       good and marketable title to the Properties which title is freehold or
       leasehold as indicated in schedule 6 and, unless disclosed in schedule 6,
       the Group Companies and the Vendors in relation to the Asset Businesses
       are solely legally and beneficially entitled to the Properties for an
       unencumbered estate in possession other than the Permitted Encumbrances.

19.4   Title Deeds and Documents

       Each Group Company and each Vendor in relation to the Asset Businesses
       has under its control all title deeds and documents necessary to prove
       its title to the Properties and the same are original documents; where
       any of the Properties is leasehold the title documents include all
       necessary consents for the grant and assignment of the lease,
       satisfactory details of all reversioners' titles, memoranda of rent
       increases where appropriate and all reversioners' consents required under
       the lease; where any of the Properties are subject to leases,
       underleases, agreements or licences the title documents include all
       necessary consents in connection therewith and evidence of registration
       of the grant of the same where appropriate.

19.5   No Adverse Rights in Course of Acquisition

       No liberty, right, easement, licence or other arrangement is enjoyed or
       is in the course of being acquired by or against the Properties (and none
       is needed) for obtaining access to any land or for repair of any premises
       or to comply with any fire regulations other than the Permitted
       Encumbrances.

                                      -90-
<PAGE>

19.6   Adequacy of Existing Beneficial Rights

       Each of the Properties has the benefit of all rights necessary for the
       continued present use and enjoyment of the same such rights not being
       capable of withdrawal by any person nor liable to be made subject to any
       charge therefor.

19.7   No Encumbrances

       Unless disclosed in schedule 6 the Properties and the title deeds thereto
       are not and will not at Completion be subject to any Encumbrance or any
       lease or agreement for lease other than the Permitted Encumbrances.

19.8   No Overriding Interests

       The Properties are not subject to any overriding interests within the
       meaning of section 70 of the Land Registration Act 1925.

19.9   Other Matters Adversely Affecting the Properties

       There are no agreements, covenants, restrictions, exceptions, servitudes,
       reservations, conditions, rights, privileges or stipulations affecting
       the Properties which are of an onerous or unusual nature or which
       adversely affect the value of the Properties or conflict with the user
       thereof.

19.10  No Default

       Each Group Company and each Vendor in relation to the Asset Businesses
       has duly performed, observed and complied in all material respects with
       all covenants, restrictions, exceptions, reservations, conditions,
       agreements, statutory and common law requirements, by-laws, orders,
       building regulations and other stipulations and regulations affecting the
       Properties and the uses of the Properties including the terms of any
       lease, underlease or tenancy agreement under which any part of any of the
       Properties is held and the terms of any joint venture, finance or
       development agreement or agreement for lease and the development and/or
       uses of the Properties do not contravene the same and (without prejudice
       to the generality of the foregoing) all outgoings have been paid to date
       and (in the case of leasehold property) all rents and service charges
       have been paid to date and no notice of any alleged breach of any of the
       terms of any such lease or tenancy agreement as aforesaid has been served
       on any Group Company or any Vendor in relation to the Asset Businesses.

19.11  Leasehold Properties

       Each of the Properties which is leasehold is held under the lease brief
       details of which are set out in schedule 6 and no licences or collateral
       arrangements or concessions have been entered into or granted, each such
       lease being a head lease and containing no unusual or onerous covenants
       or provisions nor any rights of determination on the part of the
       landlord, and there are no rent reviews which are or will at the date of
       Completion be in the course of being determined.

                                      -91-
<PAGE>

19.12  Occupational Interests

       All such leases, tenancies, licences and agreements to which the
       Properties are subject are correctly summarised in the particulars
       thereof set out in schedule 6 and subject thereto each Group Company or
       the relevant Vendor in relation to the Asset Businesses is in exclusive
       occupation of each and every part of the Properties.

19.13  Due Compliance by Occupational Tenants

       Each lessee, tenant, licensee or occupier of any such lease, underlease,
       tenancy, licence or agreement has in all material respects observed and
       performed all covenants, obligations, conditions and restrictions therein
       and no breach has been waived or acquiesced in and all rent has been paid
       promptly and has not been commuted, waived or paid in advance nor have
       any collateral assurances, undertakings or concessions been made or
       entered into in connection therewith.

19.14  Use

       The existing use of each of the Properties is only and has always been
       that specified in schedule 6 and is the lawful permitted use whether
       under the current Town and Country Planning legislation and in the case
       of leasehold property under the terms of the lease or tenancy agreement
       under which such property is held or otherwise and are not temporary uses
       and all necessary consents to such existing uses have been obtained.

19.15  Development

       All development carried out has been and is lawful and all necessary
       consents and permissions have been or are being obtained for such
       development.

19.16  Adequacy of Planning Consents

       The consents and permissions referred to in paragraphs 19.14 and 19.15 of
       this schedule 3 are valid subsisting and unimpeachable and are not
       temporary or suspended and are also either unconditional or subject only
       to conditions which have been satisfied so that nothing further remains
       to be done thereunder or are not such as would be regarded as onerous by
       a prudent investor in commercial property of the nature of the Properties
       and no planning permission remains unimplemented (whether in whole or in
       part) nor has any planning application been submitted which awaits
       determination.

19.17  No Compulsory Acquisition or Enforcement Proceedings

       There are no outstanding enforcement or other notices or proceedings
       issued in respect of any of the Properties and there is no resolution or
       proposal for compulsory acquisition by the local or any other authority
       nor any outstanding order, notice or other requirement of any such
       authority that affects such existing use as aforesaid or involves
       expenditure in complying with it nor any other circumstances known which
       may result in any such order or notice being made or served or which may
       otherwise affect the Properties.

                                      -92-
<PAGE>

19.18  Repair and Condition

       All buildings and structures comprised in the Properties are in
       reasonable repair and condition (fair wear and tear excepted) and there
       are no material defects therein (whether latent, inherent or otherwise);
       no such buildings and structures have been the subject of flooding or
       drainage defects and no substances the use of which is not now approved
       by current good building practice were used in the construction of any
       part thereof.

19.19  Replies to Enquiries

       All disclosures and replies to enquiries and requisitions relating to the
       Properties made or given by or on behalf of any member of the Dawson
       Group or any Group Company to RoweCom or its solicitors are now and will
       at Completion be complete and correct in all material respects.

19.20  Full Disclosure

       All relevant matters affecting the use or value of the Properties and
       full details of all leases have been disclosed in writing to RoweCom or
       its solicitors prior to the date hereof.

19.21  Accuracy of Information

       All the information produced to or given in writing to RoweCom or
       RoweCom's Solicitors in respect of or relating to the Properties
       (including replies to enquiries and requisitions) in the course of
       negotiations leading up to the execution of this agreement is materially
       true and accurate and Dawson is not aware of any fact, matter or thing:-

       (a)  which has not been disclosed to RoweCom or RoweCom's Solicitors
            which makes any such information materially untrue or misleading at
            the date of this agreement; or

       (b)  the disclosure or non-disclosure of which might affect the ability
            of RoweCom or the relevant Purchaser to operate the Business at the
            Property in a manner similar to that which the relevant Vendor
            conducted the Business at the date of this agreement.

19.22  No Disputes

       The Properties are not affected by any outstanding disputes, notices or
       complaints which affect the use of the Properties for the purposes for
       which they are now used or proposed to be used and there are no matters
       or Encumbrances affecting the Properties and which would prevent or
       impede any Group Company or any Vendor in relation to the Asset
       Businesses from operating and carrying on the businesses currently
       carried on at the Properties.

19.23  Local Authorities - Land Charges and Replies to Enquiries

       The Properties are not affected by any matter or thing which would be
       revealed by official certificates of search in the register of local land
       charges or by replies to enquiries received

                                      -93-
<PAGE>

       from the appropriate local authority or body which would adversely affect
       the Properties or the value thereof or the continued uses thereof for the
       existing uses indicated in schedule 6.

19.24  Folkestone Property

       In relation to the Folkestone Property:

       (a)  the Folkestone Property comprises all the freehold and leasehold
            land used or occupied by the Company in relation to the UK Business;

       (b)  the Company has good title to the Folkestone Property free from any
            restrictions covenant or easement that would materially adversely
            affect the use and enjoyment of the Folkestone Property as envisaged
            by the Lease and has power to grant the Lease without the consent of
            any other person;

       (c)  the Company is entitled to vacant possession of the Folkestone
            Property which is not subject to any lease to tenancy;

       (d)  so far as Dawson is aware the Folkestone Property is not subject to
            any outstanding dispute or litigation nor has any notice been given
            or received which would adversely affect the use and enjoyment of
            the Folkestone Property as envisaged by the Lease; and

       (e)  so far as Dawson is aware the Folkestone Property and its use comply
            with the relevant Town and Country Planning legislation.

20.    PENSIONS

       All the warranties in this paragraph 20 relate to pension arrangements in
       the UK Business only.

20.1   Pension arrangements disclosed

       Save in respect of the William Dawson Group Pension Fund (the "Disclosed
       Scheme") and the William Dawson Group Money Purchase Scheme (the
       "Scheme") the Dawson Group is under no obligation or commitment, nor is
       it a party to any custom or practice, to pay, provide or contribute
       towards any "relevant benefits" within the meaning of section 612 of the
       TA to or in respect of any of the UK Employees.

20.2   Ex gratia pensions etc.

       The Dawson Group has not made or proposed, and will not before Completion
       make or propose, any voluntary or ex gratia payments to any of the UK
       Employees in respect of any relevant benefit (as defined in paragraph 1
       of this schedule).

20.3   Undertakings and assurances

                                      -94-
<PAGE>

       No undertaking or assurance (whether legally binding or not) has been
       given by or will before Completion be given by the Dawson Group to any
       person as to the continuance, introduction, increase or improvement of
       any such benefit or scheme or arrangement as is referred to in paragraph
       1 of this schedule (including, for the avoidance of doubt, the Disclosed
       Scheme) except with the written consent of RoweCom.

20.4   Disclosure of documents

       Material details of the Disclosed Scheme have been supplied to RoweCom or
       its legal advisers and copies of the following are annexed to the
       Disclosure Letter:-

       (a)  the trust deeds and rules which currently govern the Disclosed
            Scheme;

       (b)  any announcements to members of the Disclosed Scheme which are not
            yet the subject of formal amendment to the documentation of the
            Disclosed Scheme (including any individual or group announcements
            made to or in respect of any present or former employee or officer
            of the Dawson Group);

       (c)  the current explanatory booklets and other explanatory literature
            issued to persons who are members of the Disclosed Scheme;

       (d)  the name and address of the actuary to the Disclosed Scheme and the
            actuary's report on the last actuarial valuation and actuary's
            annual certificate for MFR purposes of the Disclosed Scheme,
            together with any subsequent actuarial advice or recommendations
            given in relation to any of the Disclosed Scheme;

       (e)  the audited accounts of the Disclosed Scheme (including the
            auditors' report) for the scheme year ended 5 April 1998;

       (f)  a list of active members of the Disclosed Scheme with material
            particulars of them relevant to their membership therein or interest
            of the Disclosed Scheme and necessary to establish their
            entitlements to benefits, including material particulars of any
            benefit augmentations granted to them under the Disclosed Scheme;

       (g)  the identity of all employers participating in the Disclosed Scheme;

       (h)  details of the basis on which Dawson and the members of the
            Disclosed Scheme contribute thereto, and make payments in respect of
            the expenses of administration, management and trusteeship thereof
            and the rate and amount of such contributions and payments made in
            the three years prior to the date of this agreement, and of the
            period for which the rate and amount of such contributions have
            remained at their present level;

       (i)  details of any discretionary benefits provided under, and
            discretionary arrangements relating to, the Disclosed Scheme;

       (j)  any contracting out certificate issued by the Occupational Pensions
            Board or Contributions Agency in relation to the Disclosed Scheme,
            details of the basis on

                                      -95-
<PAGE>

            which the Disclosed Scheme is contracted out with effect from 6
            April 1997, any notification of approval of the Disclosed Scheme
            given by the Pension Schemes Office of the Inland Revenue and the
            latest confirmation that such approval is not affected, and any
            undertakings and indemnities given to the Inland Revenue or the
            Occupational Pensions Board or the Contributions Agency in relation
            to the Disclosed Scheme;

       (k)  particulars of the assets of the Disclosed Scheme by reference to
            the categories listed in schedule 3 to the Occupational Pension
            Schemes (Disclosure of Information) Regulations 1996;

       (l)  each agreement and letter of appointment relating to the
            administration of the Disclosed Scheme;

       (m)  each contract of insurance and any managed fund or other investment
            contract with any insurance Dawson Group relating to the Disclosed
            Scheme which is of current effect and material particulars of the
            premiums or other contributions payable under those contracts; and

       (n)  details of arrangements made in respect of member nominated
            trustees.

       Material details of the Scheme have been supplied to RoweCom or its legal
       advisers, including:-

       (a)  the trust deeds and rules which currently govern the Scheme;

       (b)  the current explanatory booklets and other explanatory literature
            issued to persons who are members of the Scheme;

       (c)  the identify of the UK employees who participate in the Scheme; and

       (d)  details of the current rate of contributions payable by Dawson and
            the UK employees to the Scheme.

20.5   Payment of contributions

       All contributions and premiums which are payable by Dawson under the
       Disclosed Scheme and all contributions due from members of the Disclosed
       Scheme have been duly made and As far as Dawson is aware (having made
       enquiries of William M. Mercer) the participating companies have
       fulfilled all their material obligations under the Disclosed Scheme.
       Since the date of the last actuarial valuation or schedule of
       contributions no increase or decrease in the rate of contributions to the
       Disclosed Scheme has occurred or been recommended.

20.6   Exempt approval

       The Disclosed Scheme is an exempt approved scheme and has been with
       effect from its date of commencement within the meaning of section 592(1)
       of the TA and, as far as Dawson is aware, there is no reason why such
       approval might be withdrawn or cease to apply.

                                      -96-
<PAGE>

20.7   Contracting out

       A contracting-out certificate under the Pension Schemes Act 1993 is in
       force covering the employments of all employees or officers of Dawson who
       are members of the Disclosed Scheme and, as far as Dawson is aware, there
       is no circumstance which might cause such certificate to be withdrawn or
       cease to apply.

20.8   Insurance of death benefits

       All lump sum death benefits which may be payable in respect of the UK
       Employees under the Disclosed Scheme (other than refund of members'
       contributions with interest where appropriate) are so far as Dawson is
       aware fully insured with an insurance company authorised to carry on
       long-term insurance business under the Insurance Companies Act 1982.

20.9   Legal compliance

       As far as Dawson is aware (having made enquiries of the trustees of the
       Disclosed Scheme and William M. Mercer) and ought reasonably to be aware
       the Disclosed Scheme has at all times been administered in accordance
       with the trusts, powers and provisions of its governing documentation and
       has been administered in accordance with and complied in all material
       aspects with all applicable legislation and the general requirements of
       trust law and as far as Dawson is aware (having made enquiries of the
       trustees of the Disclosed Scheme and William M. Mercer) and ought
       reasonably to be aware:-

       (a)  all decisions made by the trustees of the Disclosed Scheme have been
            made, in all material respects, in accordance with their powers and
            duties as such trustees and all decisions and exercises of powers by
            Dawson under the Disclosed Scheme are, in all material respects,
            valid;

       (b)  neither the trustees of the Disclosed Scheme nor Dawson have engaged
            or currently engage in any activity in relation to the Disclosed
            Scheme which would require any of them to be authorised for the
            purposes of the Financial Services Act 1986;

       (c)  all necessary registrations in relation to the Disclosed Scheme
            (whether by the trustees thereof or by Dawson) under the Data
            Protection Act 1984 have been made and are effective and the
            provisions of that Act have been complied with in all material
            respects;

       (d)  in all material respects, the Disclosed Scheme has been administered
            at all applicable times in accordance with the provisions of Article
            141 (formerly Article 119) of the Treaty of Rome; and

       (e)  in all material respects, the Disclosed Scheme has been administered
            at all applicable times in accordance with and complies with the
            Pensions Act 1995.

20.10  No claims or litigation

                                      -97-
<PAGE>

       As far as Dawson is aware (having made enquiries of the trustees of the
       Disclosed Scheme and William M. Mercer), no claim has been made or
       threatened against the trustees or administrator of the Disclosed Scheme
       (including any complaint under the internal dispute resolution procedure
       or to the Pensions Ombudsman or the Occupational Pensions Regulatory
       Authority) in respect of any act, event, omission or other matter arising
       out of or in connection with the Disclosed Scheme (other than routine
       claims for benefits) and so far as Dawson is aware there are no
       circumstances which may give rise to any such claim.

20.11  Discretionary benefits

       As far as Dawson is aware (having made enquiries of the trustees of the
       Disclosed Scheme and William M. Mercer), since the date of the last
       actuarial valuation of the Disclosed Scheme no power or discretion has
       been exercised to augment or improve any benefit thereunder for or in
       respect of any UK Employee and no promise or announcement has been or
       will before Completion be made to do so.

20.12  Access to membership

       Every UK Employee who is entitled to membership of the Disclosed Scheme
       has been invited to join as of the date on which he became so entitled.

20.13  Payments to companies

       No payment has been or is currently proposed to be made from the
       Disclosed Scheme to Dawson.

20.14  Fees and expenses paid

       As far as Dawson is aware (having made enquiries of the trustees of the
       Disclosed Scheme and William M. Mercer), all actuarial, consultancy,
       legal and other fees and charges, and all taxation and other expenses for
       which liability has arisen, in respect of the Disclosed Scheme and
       whether payable by Dawson or by the trustees thereof, have been paid.

20.15  Records properly maintained

       As far as Dawson is aware, the records regarding the UK Employees of the
       Disclosed Scheme, including without prejudice to the generality of the
       foregoing all books of account and trustees' minutes, have been properly
       and accurately maintained and all such records are in the possession of
       or under the control of the trustees of the Disclosed Scheme.

20.16  Accuracy of data

       As far as Dawson is aware (having made enquiries of the trustees of the
       Disclosed Scheme and William M. Mercer), there are no material omissions
       from or inaccuracies in the data supplied to RoweCom or its advisors
       listing the UK Employees who are currently members of the Disclosed
       Scheme.

                                      -98-
<PAGE>

20.17  Scheme assets

       As far as Dawson is aware (having made enquiries of the trustees of the
       Disclosed Scheme and William M. Mercer), the trustees of the Disclosed
       Scheme have legal title to all the assets of that scheme. None of the
       assets of the Disclosed Scheme constitute "employer-related investments"
       for the purposes of section 40 of the Pensions Act 1995.

20.18  Regulatory matters

       No reports have been made to and as far as Dawson is aware (having made
       enquiries of the trustees and William M Mercer), no fine or penalty has
       been levied by the Occupational Pensions Regulatory Authority in relation
       to the Disclosed Scheme.

       For the purposes of these warranties, "Dawson" means Dawson Holdings plc
       and all other participating employers in the Fund and the Scheme.

                         INTERNATIONAL TAX WARRANTIES

21.    RETURNS

21.1   The Company has paid all Tax which it has become liable to pay and is not
       under any liability to pay any penalty, interest, surcharge or fine in
       connection with any Tax.

21.2   The Company has made all returns, maintained all records, supplied all
       information and given all notices to any Taxation Authority as required
       by law within any requisite period and all such returns, information and
       notices are correct and accurate in all respects and are not the subject
       of any dispute and there are no facts or circumstances likely to give
       rise to or be the subject of any such dispute.

21.3   The Company has properly deducted Tax at source and paid over such Tax in
       accordance with the system applicable in any relevant jurisdiction in
       respect of any Income Tax "Pay as You Earn" system and has duly paid and
       accounted for all national insurance, social security or like
       contribution required by any relevant jurisdiction and has complied with
       all its reporting obligations in connection with the benefits provided
       for employees and directors in accordance with such system.

21.4   The Company is not involved in any dispute in relation to Tax and no
       Taxation Authority has investigated or indicated that it intends to
       investigate the Tax affairs of the Company other than under the normal
       tax audit procedures of the relevant taxation authority.

21.5   The Company has duly submitted all claims, disclaimers, elections,
       surrenders and applications which have been assumed to have been made for
       the purposes of the Accounts.

21.6   No Taxation Authority has operated or agreed to operate any special
       arrangement (being an arrangement which is not based on relevant
       legislation, published practice or convention) in relation to the affairs
       of the Company.

                                      -99-
<PAGE>

21.7   No action has been taken by the Company in respect of which any consent
       or clearance from a Taxation Authority was required save in circumstances
       where such consent or clearance was validly obtained and where any
       conditions attaching thereto were and will, immediately following
       Completion, continue to be met.

22.    DISPOSAL OF ASSETS

22.1   No claim has been made for the depreciation of any asset of the Company
       for Tax purposes in circumstances in which the claim is likely to be
       disallowed.

22.2   The Company is not liable to pay taxation in respect of any hidden
       distributions of profit in any relevant jurisdiction.

22.3   The Company has not disposed of or acquired any assets in circumstances
       such that the consideration deemed to be given on such disposal or
       acquisition might be adjusted by any taxation authority.

22.4   The Company has not been involved in any share for share exchange or any
       scheme of reconstruction or amalgamation.

22.5   None of the assets owned by the Company at the date hereof and acquired
       by the Company in the six years ending on the date hereof acquired from
       any company which at the time of acquisition was a member of the same
       group as the first mentioned company and which will not be a member of
       the same group after Completion.

22.6   The Company has not entered into any depreciatory transaction nor been
       involved in a scheme or affected by any arrangements whereby the value of
       any asset has been reduced, such that the amount of any taxable gain or
       allowable loss arising to the Company will be subject to adjustment by
       any taxation authority.

23.    LOSSES

       Details of certain allowances, credits, deductions, losses and other
       reliefs from Tax ("Losses" for the purpose of this warranty) available to
       the Company are set out in schedule 18 and nothing has been done and no
       event or series of events has occurred or will prior to Completion occur
       which will cause such Losses to be disallowed in whole or in part or will
       prevent the carry forward in whole or in part of such Losses.

24.    STAMP DUTY AND DOCUMENTARY TAXES

24.1   All documents in the enforcement of which the Company is interested have
       been duly stamped and all such duty, interest and penalties have been
       duly paid.

24.2   The Company is not liable for any tax or duty on any contributions of
       capital whether formal or informal.

                                     -100-
<PAGE>

25.    ACCOUNTS

       The Accounts for the Company make provision or reserve in accordance with
       the requirements of any applicable accounting standards in the relevant
       jurisdiction in respect of any period ended on or before the Accounts
       Date for all Tax assessed or liable to be assessed on the Company or for
       which it is accountable at the Accounts Date including in particular (but
       without prejudice to the generality of the foregoing) Tax in respect of
       property (of whatever nature) income, profits or gains held, earned,
       accrued or received by or to a person on or before the Accounts Date or
       by reference to any event occurring, acts done or circumstances existing
       on or before that date including distributions made down to such date or
       provided for in the Accounts and proper provision has been made and shown
       in the Accounts for deferred taxation in accordance with generally
       accepted accounting principles.

26.    VALUE ADDED TAX

26.1   The Company is registered for the purposes of the VAT legislation (or the
       equivalent Tax legislation in each jurisdiction where it carries on
       business "relevant VAT legislation") and has made, given, obtained and
       kept full, complete, correct and up to date records, invoices and other
       documents appropriate or required for the purposes of the relevant VAT
       legislation and, is not in arrears with any payment or returns due under
       the relevant VAT legislation and has not been required by the relevant
       Taxation Authority in any applicable jurisdiction to give security under
       the relevant VAT legislation.

26.2   The Company is not a member of a group of companies for the purposes of
       any relevant VAT legislation.

26.3   The Company has not within the last 12 months been in default in respect
       of any accounting period for VAT so as to give rise to any liability for
       a surcharge for default under the relevant VAT legislation.

26.4   The Company is not, nor has it agreed to become, an agent, manager or
       factor of, or fiscal representative of or for, any person not resident in
       its jurisdiction for the purposes of the relevant VAT legislation.

27.    SUBVENTIONS

       The Company is not liable to repay any Tax, credit, subvention, subsidy
       or similar amount received from any Taxation Authority or other
       authority, body or person whatsoever.

28.    SECONDARY LIABILITY

28.1   No transaction, act, omission or event has occurred (including without
       limitation the execution or implementation of this agreement) in
       consequence of which the Company is or may be held liable for any Tax or
       may otherwise be held liable for or to indemnify any person in respect of
       any Tax which is primarily or directly chargeable against or attributable
       to any person other than the Company.

                                     -101-
<PAGE>

28.2   No transaction, act, omission or event has occurred which has resulted or
       could result in any charge, lien, security interest, encumbrance or other
       third party right arising over any of the Company's assets in respect of
       unpaid Tax.

29.    EFFECT OF COMPLETION

       The Company will not become liable to pay any Tax or lose any relief or
       allowances otherwise available to it as a result of entering into this
       agreement or at Completion.

30.    TRANSFER PRICING

       All transactions entered into by the Company have been entered into on an
       arm's length basis and the consideration (if any) charged or received or
       paid by the Company on all transactions entered into by it has been equal
       to the consideration which might have been expected to be charged,
       received or paid (as appropriate) between independent persons dealing at
       arm's length and no notice or enquiry by any Taxation Authority has been
       made in connection with any such transaction.

31.    RESIDENCE

       The Company is not liable to Tax in any jurisdiction other than the
       jurisdiction in which it is incorporated nor does the Company have or has
       ever had a permanent establishment in a jurisdiction other than the
       jurisdiction of incorporation.

32.    DISTRIBUTIONS

32.1   The Company has not, in the last six years, made a distribution except
       for dividends shown in the Accounts.

32.2   The Company has not, in the previous ten years, redeemed, repaid or
       purchased any of its own shares or agreed to redeem its share capital or
       capitalised or agreed to capitalise in the form of redeemable shares or
       debentures any profits or reserves of any kind or description.

33.    TAX AVOIDANCE

       The Company has not entered into nor been a party to nor otherwise been
       involved in any scheme or arrangement designed wholly or mainly for the
       purposes of avoiding a liability to Tax.

34.    DOUBLE TAXATION

34.1   The Company has made all claims necessary to obtain relief from double
       taxation under any relevant bilateral convention relation to double
       taxation in respect of income, profits, gains or payments accrued in the
       Accounts or made prior to the Accounts Date.

34.2   The Company is not an agent of another company for the purpose of
       assessing the latter to Tax in the country of residence of the first
       company.

                                     -102-
<PAGE>

34.3   The Company has not changed its country of residence without obtaining
       the appropriate mandatory consent from the relevant Taxation Authority.

35.    WITHHOLDINGS

       The Company has deducted Tax from all payments made where required by
       applicable legislation and accounted to the relevant taxation authority
       for Tax so deducted.

36.    CONTROLLED FOREIGN COMPANIES

       The Company has not been liable to Tax on the undistributed profits of
       any overseas subsidiary where the Company has a shareholding in excess of
       ten per cent. of such subsidiary.

37.    TAX SHARING

       The Company is not bound by or party to any indemnity relating to Tax,
       tax sharing or any tax allocation agreement in respect of which claims
       would not be time barred.

38.    GROUPS

       The Company is not and has never been a member of a group of companies or
       a fiscal consolidation or a fiscal unity for the purposes of any
       corporate income Tax.

38.1   Duties etc

       None of the Assets in the UK Business is liable to distraint, sale,
       mortgage confiscation or forfeiture by virtue of non-payment or under
       payment of any Taxation or duty or by virtue of non-compliance by the
       Vendor of the UK Business with any legislation or regulation relating to
       any Taxation or duty.

38.2   Capital Goods Scheme

       All Assets in the UK Business Assets which are or have been subject to
       the provisions of part XV of the Valued Added Tax Regulations 1995 are
       listed in the Disclosure Letter and all adjustments required to be made
       pursuant to the said part on or before the date hereof have been properly
       made and properly declared to H M Customs and Excise.

38.3   Elections to Waive Exemption From VAT

       The Vendor of the UK Business has not made any elections to waive
       exemption from VAT under paragraph 2 of Schedule to the Value Added Tax
       Act 1994 in relation to the Folkestone Property or any part of the
       Property situated in the Property situated in the UK which are in force.

                                     -103-
<PAGE>

38.4   Capital Allowances

       None of the Assets in the UK Business is leased within the meaning of
       section 50 of the Capital Allowances Act 1990;

38.5   Stamp Duty

       All documents in the possession or under the control of the Vendor in
       relation to the UK Business or to the production of which the Vendor in
       relation to the UK Business is entitled and which are necessary to
       establish the title of the Vendor in relation to the UK Business to any
       of the Assets in the UK Business and which attract stamp duty in the
       United Kingdom or elsewhere which would need to be paid in order rely on
       any such document before a competent court have been properly stamped,
       and, if United Kingdom stamp duty has not been paid because the documents
       have been executed and retained outside the United Kingdom, would not
       attract United Kingdom stamp duty if brought into the United Kingdom.

39.    ENVIRONMENTAL MATTERS

39.1   Consents

       Each Group Company and each Vendor in relation to the Asset Businesses
       has obtained and complied with the terms and conditions of all
       Environmental Consents if any. All current Environmental Consents if any
       remain in full force and effect. No Group Company nor any member of the
       Dawson Group has received any notice of and so far as Dawson is aware
       there are no circumstances that may lead to the revocation, modification
       or suspension of, or that may prejudice or require material expenditure
       for the renewal, extension, grant or transfer of, any current
       Environmental Consents.

39.2   Liability

       Each Group Company and each Vendor in relation to the Asset Businesses,
       complies and has complied and so far as Dawson is aware, the Properties,
       the Folkestone Property and the Canadian Property currently comply with
       all Environmental Laws and so far as Dawson is aware there are no facts
       or circumstances which interfere or prevent compliance with any
       Environmental Laws.

       There are no civil, criminal, arbitration or administrative actions,
       claims, proceedings or suits pending or threatened against any Group
       Company arising from or relating to Environmental Consents or
       Environmental Law and so far as Dawson is aware there are no
       circumstances which may lead to such actions, claims, proceedings or
       suits.

39.3   Notices and Complaints

       No Group Company and no member of the Dawson Group has received any
       notice of enforcement, prohibition, improvement, remediation or other
       notice of equivalent nature, or any judgment, order, decree, award,
       demand or decision in respect of the Environment from any court,
       tribunal, arbitrator or governmental or regulatory authority and there
       have been no complaints, investigations, enquiries, requests for
       information or other formal or informal

                                     -104-
<PAGE>

       indications of any possible claims or legal actions in respect of the
       Environment from any person including any neighbour, governmental or
       regulatory authority, current or former employee or third party.

39.4   Contaminated Land

       As far as Dawson is aware there is not present on, at or under the
       Properties and there is and has been no release, migration, leakage,
       spill, discharge, entry, deposit or emission onto or from the Properties
       of any Hazardous Substance or Waste.

39.5   House-keeping

       (a)  Hazardous Substances kept on the Properties or used in connection
            with or produced by any Activities have been kept in tanks,
            containers (in both cases surrounded by suitable bund) or proper
            storage buildings, as the case may be, all of the foregoing being
            appropriate for the substance stored and fit for the designated
            purpose.

       (b)  No PCBs, asbestos, underground storage tanks or pipework or
            landfills are located on the Properties which are prohibited in any
            material respect under any Environmental Law.

       (c)  No Group Company has received, generated, handled, used, stored,
            treated, transported, kept, deposited or disposed of Waste at, on or
            under the Properties and has not permitted any third party to do so
            nor has reasonable cause to believe that any third party has done
            so.

       (d)  No Property is included on or referred to in any register of land
            subject to contaminative use or any register of contaminated land
            (whether or not publicly available) kept pursuant to any
            Environmental Law and so far as Dawson is aware there are no
            circumstances which are likely to lead to such registration.

40.    INFORMATION

40.1   The Agreement

       The information set out in schedules 1, 2 and 6 of this agreement is
       materially true, complete, accurate and not misleading.

41.    US SECURITIES LAW

41.1   Dawson is not a "U.S. person" within the meaning of that term as used in
       Regulation S promulgated under the Securities Act; and is an "accredited
       investor" within the meaning of that term as used in Regulation D
       promulgated under the Securities Act.

41.2   Dawson will acquire the RoweCom Shares only for its own account, for
       investment, and not with a view to, or for transfer in connection with,
       any distribution in violation of the Securities Act or any rule or
       regulation thereunder.

                                     -105-
<PAGE>

41.3   Dawson has had adequate opportunity to obtain from RoweCom sufficient
       information to permit it to evaluate the merits and risks of an
       investment in the RoweCom Shares.

41.4   Dawson has sufficient experience in business, financial, and investment
       matters to be able to evaluate the risks involved in an investment in the
       RoweCom Shares and to make an informed decision with respect to such
       investment.

41.5   Dawson can afford a complete loss of its investment in the RoweCom Shares
       and is able to bear the economic risk of holding such shares for an
       indefinite period.

41.6   Dawson understands and agrees that:-

       (a)  the RoweCom Shares have not been registered under the Securities
            Act, and are "restricted securities" within the meaning of Rule 144
            under the Securities Act;

       (b)  the RoweCom Shares cannot be sold, transferred, or otherwise
            disposed of unless they are subsequently registered under the
            Securities Act, or unless an applicable exemption from such
            registration is available;

       (c)  RoweCom has no obligation to register the RoweCom Shares under the
            Securities Act or unless an applicable exemption from such
            registration is available; and

       (d)  any certificate(s) representing the RoweCom Shares will bear
            restrictive legends referring to the restrictions on transfer
            imposed by the Securities Act.

                                     -106-
<PAGE>

                                  SCHEDULE 3
                                The Warranties
                        Part B - Jurisdiction Specific

Canada


1.   GOODS AND SERVICES TAX

     Dawson represents and warrants that:-

     (a)  Faxon Canada Limited is registered for purposes of the Goods and
          Services Tax Legislation (Canada);

     (b)  this agreement provides for the sale to RoweCom of all or
          substantially all of the property used in the Canadian Business; and

     (c)  the Canadian Business is a "commercial activity" for purposes of the
          Canadian Goods and Services Tax Legislation.

     The parties agree to elect that no tax be payable pursuant to the Canadian
     Goods and Services Tax Legislation, made jointly by the parties, in
     compliance with the requirements of the applicable legislation.

2.   UNION OR EMPLOYEE ASSOCIATION REPRESENTATION


     Dawson represents and warrants that:-

     (a)  with respect to the Canadian Business, neither Dawson nor any other
          member of the Dawson Group has made any Contracts with any labour
          union or employee association nor made commitments to or conducted
          negotiations with any labour union or employee association with
          respect to any future agreements.

     (b)  neither Dawson nor any member of the Dawson Group is aware of any
          current attempts to organise or establish any labour union or employee
          association with respect to any employees of the Canadian Business or
          the relevant Asset Vendor.

3.   EMPLOYMENT COMPLAINTS

     Dawson represents and warrants that:-

     (a)  no notice has been received by Dawson or any member of the Dawson
          Group of any complaint filed by any of the employees against the
          Canadian Business or any member of the Dawson Group claiming that the
          Business or the relevant Asset Vendor has violated the Employment
          Standards Act (Ontario) or the Human Rights Code (Ontario) (or any
          applicable employee or human rights legislation in the other
          jurisdictions in which the Business is conducted or relevant Asset
          Vendor operates) or of any complaints or proceedings of any kind
          involving the relevant Asset Vendor

                                     -107-
<PAGE>

          or, to Dawson had the Vendor Group's knowledge, any of the employees
          of any member of Business before any labour relations board.

     (b)  there are no outstanding orders or charges against any member of the
          Dawson Group under the Occupational Health and Safety Act (Ontario)
          (or any applicable health and safety legislation in the other
          jurisdictions in which the Business is conducted).

France

With respect to the French Business, Dawson represents and warrants:

4.   ASSETS

4.1  Origin of the French Business

     The French Business was created by Dawson France in 1925.  Two subscription
     businesses were purchased by Dawson France.  The first from Nouvelles
     Messageries de la Presse Parisienne (NMPP) on 29 November 1991 for a
     consideration price of 2,425,000F with respect to intangible assets, The
     second from La Societe de Periodiques Specialises (SPES) on 26 April 1996,
     for a consideration price of 700,000F with respect to intangible assets.

4.2  Profits and Results of the last three years

     In accordance with the provisions of article 12 of the French Business
     Transfer Law, the profits and results of the Asset Vendor in respect of the
     French Business for the last three years of the operation of the French
     Business are as follows:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------
     Year                         Turnover                    Profit before tax
                                  (in French francs)          (in French francs)
     -----------------------------------------------------------------------------
     <S>                          <C>                         <C>
     1998                         604,494,000                 22,715,000
     -----------------------------------------------------------------------------
     1997                         556,061,000                 21,117,000
     -----------------------------------------------------------------------------
     1996                         513,410,000                 16,395,000
     -----------------------------------------------------------------------------
</TABLE>

     Dawson (or the French Vendor) undertakes or procures to provide for in the
     French Business Transfer Agreement the amount of the turnover and of the
     profits made by the French Vendor for the period from the Accounts Date
     until Completion Date.

4.3  Encumbrances

     The French Business is free of any Encumbrance.

5.   DIRECTORS AND EMPLOYEES

5.1  The Company has not dismissed or made redundant any employee of the French
     Business who may benefit or claim to be considered as an Assumed Employee.

5.2  Only the French Employees are connected with the French Business and there
     is no other employee of the Asset Vendor in respect of the French Business
     or of the Dawson Group

                                     -108-
<PAGE>

     who may be considered as a French Employee or to whom the Company would
     have given such undertaking.

5.3  The Company does not employ any commercial agent, sales representatives
     (VRP) or other persons of a similar nature.

6.   PROPERTIES

     The French Real Property is and has always been used and occupied by the
     French Vendor for carrying out commercial activities and is not situated in
     an insanitary housing block, and is not the subject of a hazard or of any
     measure forbidding occupation or ordering the eviction of its occupiers.
     The French Real Property is not situated in a ZAD (zone d'amenagement
     differe), ZUP (zone a urbaniser en priorite), ZAC (zone d'amenagement
     concerte) or other zone of land, whatever its legal nature, which is
     governed by a specific legal regime which derogates from the common law.

Spain

With respect to the Spanish Business, Dawson represents and warrants:

7.   BUSINESS

7.1  Operation

     The transfer of none of the Assets of the Spanish Business to the Spanish
     Purchaser infringes in any way any of the Spanish legal provisions.

7.2  Continuity of the activity

     The Spanish Vendor declares and guarantees that the legal situation is in
     order with respect to all the Spanish Assets, in such a way that the
     Spanish Purchaser may immediately and without suspending the continuity of
     the Spanish Business, exploit the same, since the Spanish Vendor holds
     legitimate possession of all the licences, consents and authorisations of
     all types (administrative, tax, municipal and labour) necessary for
     carrying out the Spanish Business.

8.   ASSETS

8.1  Title

     The Spanish Vendor holds full legal title to all the Assets of the Spanish
     Business, and those Assets of the Spanish Business subject to registration
     are duly registered at the corresponding public registries.

8.2  Encumbrances

     The Spanish Business is free of any Encumbrance, also free of any reserve
     of ownership and/or prohibition to dispose of the same, and not affected by
     pre-emption rights of third

                                     -109-
<PAGE>

     parties, and in perfect condition of use for business activities and for
     the purpose intended, and comply with the descriptions made of the same.

9.   DIRECTORS AND EMPLOYEES

     The Spanish Vendor, in respect of the Spanish Business, is not under any
     obligation of any nature whatsoever to former employees, in particular in
     respect of any premature termination of contracts of employment, including
     temporary contracts of employment, or contracts with travelling
     representatives or for the supply of services, or for a failure to respect
     any obligation whatsoever to reappoint an employee.  In particular, the
     Spanish Vendor has not made redundant any employee of the Spanish Business
     who may benefit or claim to be considered as an Assumed Employee.

     Only the Spanish Employees are connected with the Spanish Business and
     there is no other employee of the Spanish Vendor in respect of the Spanish
     Business or of the Dawson Group who may be considered as a Spanish Employee
     or to whom the Company would have given such undertaking.

     The Spanish Vendor does not employ any commercial agent, sales
     representatives (VRP) or other persons of a similar nature.

     There are no labour claims which might affect the Spanish Purchaser filed
     prior to the signing of this Agreement.  Dawson will compensate RoweCom for
     any amount which it may be obliged to pay to any employee on the basis of
     acts having occurred prior to this date.

     All the employment conditions of the Spanish Employees transferred have
     been fully declared to the Spanish Purchaser, including the amount and
     nature of the salaries, wages and compensations, benefits, responsibilities
     and positions.

10.  PROPERTIES

     Any and all intellectual or industrial property included in the Spanish
     Business to be transferred upon Completion by means of a public deed to be
     authorised by a Spanish Public Notary, are in force, their payments being
     up to date.

     The Spanish Vendor will transfer to the Spanish Purchaser on the Completion
     the right of use of its Intellectual Property, as well as all documentation
     which the Spanish Vendor holds with respect to the Intellectual Property.

11.  TAXES AND SOCIAL SECURITY CONTRIBUTIONS

11.1 V.A.T.

     The Spanish Vendor declares that the transfer of the Spanish Business is
     subject to V.A.T. as it does not fulfil the conditions established in
     Article 7 of Law 37/1992, of December 28, 1992, on Value Added Tax.

                                     -110-
<PAGE>

11.2 Transfer of Tax Liabilities to the Purchaser

     If pursuant to Article 72 of the Ley General Tributaria (approved by Law
     230/1963, dated December 28, 1963 and amendments thereto) and Articles 13
     of the Reglamento General de Recaudacion (approved by Royal Decree
     1684/990, of December 20 1991), the Spanish Tax Authorities would open a
     disciplinary file regarding the assumption of responsibility by company
     succession "sucesion de empresa" in the terms of the above-stated tax
     regulations, Dawson will reimburse any liabilities, costs, and expenses to
     the Spanish Purchaser arising therefrom or in relation thereto.

     The Spanish Vendor is up to date in its payment of all taxes and
     contributions in general, Social Security contributions and other charges
     of this type relating to or arising from the Spanish Business and its
     activity and from the employment of the mentioned Spanish Employees,
     accrued up to the date of this Agreement.

11.3 V.A.T.

     The Spanish Vendor declares that the transfer of the Spanish Business is
     subject to V.A.T. and, specifically, that the Spanish Vendor does not
     fulfil the conditions established in Article 7 of Law 37/1992, of 28
     December 1992 on Value Added Tax.

11.4 Transfer of Tax Liabilities to the Purchaser

     If pursuant to article 72 of the Ley General Tributaria (approved by Law
     230/1963, dated 28 December 1963 and amendments thereto) and Article 13 of
     the Reglamento General de Recaudacion (approved by Royal Decree 1684/990,
     of 20 December 1991), the Spanish Tax Authorities would open a disciplinary
     file regarding the assumption of responsibility by company succession
     "sucesion de empresa" in the terms of the above-stated Spanish tax
     regulations, Dawson will reimburse any liabilities, costs, and expenses to
     the Spanish Purchaser arising therefrom or in relation thereto.

     The Spanish Vendor is up to date in its payment of all taxes and
     contributions in general, Social Security contributions and other charges
     of this type relating to or arising from the Spanish Business and its
     activity and from the employment of the mentioned Spanish Employees,
     accrued up to the date of this Agreement.

12.  ADMINISTRATIVE COMPLIANCE

     All consents, licenses or authorisations necessary for the continued
     exploitation and operation of the Spanish Business, including the Municipal
     Opening Licence, are valid and in force, and the Spanish Vendor undertakes
     to provide all the assistance which might be necessary to enable the
     transfer of the same to the Spanish Purchaser.

                                     -111-
<PAGE>

U.S.

13.  EMPLOYEE BENEFIT PLANS

13.1 Identification of Plans

     Except for the arrangements disclosed to RoweCom in the Disclosure Letter
     (each arrangement so disclosed being the "Employee Benefit Plan") the
     Company does not now maintain or contribute to, and has not in the current
     or preceding six (6) calendar years maintained or contributed to, any
     pension, profit-sharing, deferred compensation, bonus, stock option, share
     appreciation right, severance, group or individual health, dental, medical,
     life insurance, survivor benefit, or similar plan, policy or arrangement,
     whether formal or informal, written or oral, for the benefit of any
     director, officer, consultant or employee, whether active or terminated, of
     the Company.

13.2 Delivery of Documents

     The Company shall deliver to RoweCom within three Business Days of the date
     of this agreement true, correct and complete copies of each Employee
     Benefit Plan, and with respect to each such Plan true, correct and complete
     copies of:-

     (a)  any associated trust, custodial, insurance or service agreements;

     (b)  any annual report, actuarial report, or disclosure materials
          (including specifically any summary plan descriptions) submitted to
          any governmental agency or distributed to participants or
          beneficiaries thereunder in the current or any of the three (3)
          preceding calendar years; and

     (c)  the most recently received IRS determination letters and any
          governmental advisory opinions or rulings.

13.3 Compliance with Terms and Law

     Each Employee Benefit Plan is and has heretofore been maintained and
     operated in compliance in all material respects with the terms of such Plan
     and with the requirements prescribed (whether as a matter of substantive
     law or as necessary to secure favourable tax treatment) by any and all
     statutes, governmental or court orders, or governmental rules or
     regulations in effect from time to time, including but not limited to the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
     the Internal Revenue Code of 1986, as amended ("Code") and applicable to
     such Plan.  Each Employee Benefit Plan which is intended to qualify under
     Section 401(a) of the Code and each trust or other entity intended to
     qualify as a "voluntary employee benefit association" within the meaning of
     Section 501(c)(9) of the Code and associated with any Employee Benefit Plan
     will be expressly identified as such in the letter to RoweCom's US Counsel
     to be delivered within three Business Days of the date of this agreement
     and has been determined to be so qualified by the Internal Revenue Service
     and nothing has occurred since the date of the last such determination as
     to each which has resulted or is likely to result in the revocation of such
     determination.

                                     -112-
<PAGE>

13.4  Absence of Certain Events and Arrangements

      Except as set forth in the Disclosure Letter:

      (a)  there is no pending or threatened legal action, proceeding or
           investigation, other than routine claims for benefits, concerning any
           Employee Benefit Plan or to the best knowledge of the Company any
           fiduciary or service provider thereof and, to the best knowledge of
           the Company, there is no basis for any such legal action or
           proceeding;

      (b)  no liability (contingent or otherwise) to the Pension Benefit
           Guaranty Corporation ("PBGC") or any multi-employer plan has been
           incurred within the current or preceding six calendar years by the
           Company or any affiliate thereof or remains outstanding (other than
           insurance premiums satisfied in due course);

      (c)  no reportable event, or event or condition which presents a material
           risk of termination by the PBGC, has occurred with respect to any
           retirement plan of any affiliate of the Company which is subject to
           Title IV of ERISA;

      (d)  no Employee Benefit Plan nor any party in interest with respect
           thereof, has engaged in a prohibited transaction which could subject
           the Company directly or indirectly to any material liability under
           Section 409 or 502(i) of ERISA or Section 4975 of the Code;

      (e)  no communication, report or disclosure has been made which, at the
           time made, did not accurately reflect the material terms and
           operations of any Employee Benefit Plan;

      (f)  no Employee Benefit Plan provides welfare benefits subsequent to
           termination of employment to employees or their beneficiaries (except
           to the extent required by applicable state insurance laws, Title I,
           Part 6 of ERISA and Section 4980B of the Code);

      (g)  except as otherwise contemplated in this agreement, the Company has
           not announced its intention, or undertaken (whether or not legally
           bound) to modify or terminate any Employee Benefit Plan or adopt any
           arrangement or program which, once established, would come within the
           definition of an Employee Benefit Plan; and

      (h)  the Company has not undertaken to maintain any Employee Benefit Plan
           for any period of time and each such Plan is terminable at the sole
           discretion of the sponsor thereof, subject only to such constraints
           as may imposed by applicable law.

13.5  Funding of Certain Plans

      With respect to each Employee Benefit Plan for which a separate fund of
      assets is or is required to be maintained, full payment has been made of
      all amounts required of the Company, under the terms of each such Plan or
      applicable law, as applied through the

                                     -113-
<PAGE>

      Completion Date, and no accumulated funding deficiency (as defined in
      Section 302 of ERISA and Section 412 of the Code), whether or not waived,
      exists with respect to any such Plan. The current value of the assets of
      each such Employee Benefit Plan, as of the end of the most recently ended
      plan year of that Plan, equalled or exceeded the current value of all
      benefits liabilities under that Plan.

13.6  Effect of Transactions

      Except as disclosed in the Disclosure Letter, the execution of this
      agreement and the consummation of the transactions contemplated herein
      will not result in any payment (whether of severance pay or otherwise)
      becoming due from or under any Employee Benefit Plan to any current or
      former director, officer, consultant or employee of the Company or result
      in the vesting, acceleration of payment or increases in the amount of any
      benefit payable to or in respect of any such current or former director,
      officer, consultant or employee.

13.7  Multi-employer & Title IV Plans

      No Employee Benefit Plan is a multi-employer plan or otherwise subject to
      Title IV of ERISA.

13.8  Definitions

      For purposes of this section in respect of the US Employee Benefit Plans,
      "multi-employer plan", "party in interest" "current value", "reportable
      event" and "benefit liability" have the same meaning assigned such terms
      under Sections 3, 4043(b) or 4001(a) of ERISA, and "affiliate" means any
      entity which under Section 414 of the Code is treated as a single employer
      with the Company.

CANADA

14.   CANADIAN PENSION PLAN

14.1  Effective as of the Completion Date, the Canadian Vendor shall assign and
      transfer to the Canadian Purchaser its rights, obligations and liabilities
      with respect to the Pension Plan for Employees of Faxon Canada Ltd.,
      including its related funding medium (the "Pension Plan") and the Faxon
      Group RRSP (the "Group RRSP"). Effective as of the Completion Date, the
      Canadian Purchaser shall accept such assignment and transfer and shall
      assume all obligations, liabilities, duties and responsibilities required
      of it as the successor sponsor of the Pension Plan and the Group RRSP
      pursuant to the terms thereof and Applicable Laws.

14.2  The Canadian Vendor agrees to file or cause to be filed with the
      applicable federal and provincial regulatory authorities and the funding
      agent of the Pension Plan and the Group RRSP, as soon as possible after
      the Completion Date, such documentation as may be required by Applicable
      Laws or under the terms of the Pension Plan and the Group RRSP with
      respect to the assumption of sponsorship of the Pension Plan and the Group
      RRSP as provided for hereunder.

                                     -114-
<PAGE>

14.3  The Canadian Purchaser agrees to do all things required of it under
      Applicable Laws to establish that it is a successor sponsor to the
      Canadian Vendor under the terms of the Pension Plan and the Group RRSP as
      provided hereunder. Without limiting the generality of the foregoing, the
      Canadian Purchaser agrees to file or cause to be filed with the applicable
      federal and provincial regulatory authorities and with the funding agent
      of the Pension Plan and the Group RRSP, as soon as practicable following
      the Completion Date, such documentation as may be required to establish
      the Canadian Purchaser in such capacity.

14.4  With respect to the administration of the Pension Plan and the Group RRSP
      from the Completion Date until sponsorship and effective control and
      direction over the Pension Plan and the Fund has transferred to the
      Canadian Purchaser, the Canadian Vendor shall direct, or cause to be
      directed, the funding agent of the Pension Plan and the Group RRSP in
      accordance with the instructions given to the Canadian Vendor by the
      Canadian Purchaser in connection herewith and the Canadian Purchaser shall
      indemnify the Canadian Vendor in respect of any claims, losses and costs
      that the Canadian Vendor may incur as a result of effecting the directions
      of the Canadian Purchaser in accordance with this Agreement. Upon the
      transfer of sponsorship and effective control and direction over the
      Pension Plan to the Canadian Purchaser, the Canadian Vendor shall not have
      any obligation or liability with respect to the Pension Plan in connection
      with events occurring after such transfer of control and sponsorship and
      upon the transfer of sponsorship and effective control and direction over
      the Group RRSP to the Canadian Purchaser, the Canadian Vendor shall not
      have any obligation or liability with respect to the Group RRSP in
      connection with events occurring after such transfer of control and
      sponsorship.

14.5  The Canadian Vendor shall be responsible for satisfying any and all
      governmental reporting and/or disclosure requirements applicable to the
      Pension Plan and the Group RRSP with respect to plan years ending prior to
      the Completion Date and the Canadian Purchaser shall be responsible for
      satisfying any and all governmental reporting and/or disclosure
      requirements applicable to the Pension Plan and the Group RRSP with
      respect to plan years ending on or after the Completion Date. The Canadian
      Vendor shall co-operate with the Canadian Purchaser with respect to such
      reporting requirements for the plan year in which Completion occurs.

14.6  Prior to and following the Completion Date, the Canadian Vendor agrees to
      use all reasonable efforts to provide the Canadian Purchaser with such
      books, records and other relevant data within its control or access
      relating to benefit matters with respect to the Employees as the Canadian
      Purchaser shall reasonably request.

14.7  If any federal or provincial regulatory authority refuses to approve or
      permit the transactions contemplated herein, the Canadian Purchaser shall
      at its own cost appeal such determination until all rights of appeal are
      exhausted or the parties agree in writing to abandon such appeals. The
      Canadian Vendor shall, at its own cost, provide all such information and
      documentation as the Canadian Purchaser may require to prosecute any such
      appeal, and shall co-operate with the Canadian Purchaser for the purposes
      of such appeal.

14.8  If an approval that is required to be obtained from a federal or
      provincial regulatory authority in respect of the Pension Plan cannot be
      obtained and all appeals therefrom are

                                     -115-
<PAGE>

      exhausted or abandoned without obtaining the requisite approval, or if any
      approval that is required to be obtained from the funding agent of the
      Pension Plan and/or the Group RRSP cannot be obtained, there shall be no
      assumption or assignment of the Pension Plan and/or the Group RRSP, as the
      case may be, and the Canadian Vendor shall retain sponsorship of the
      Pension Plan and/or the Group RRSP, as the case may be, without further
      accrual of benefits under such plan or plans and the Canadian Purchaser
      shall establish a registered pension plan and/or a group registered
      retirement savings plan, as the case may be, effective from the Completion
      Date to provide benefits in respect of the employment of Employees on and
      after the Completion Date on the same terms and conditions as the Pension
      Plan and/or the Group RRSP, as the case may be.

15.   CANADIAN HEALTH AND WELFARE BENEFITS

15.1  Effective as of the Completion Date, the Canadian Purchaser shall
      continue, establish or cause to be established health and welfare plans to
      provide benefits in respect of Employees and their eligible beneficiaries
      other than retirement pensions that are substantially equivalent to the
      benefits and entitlements enjoyed by Employees immediately prior to the
      Completion Date under the health and welfare benefit plans provided to
      Employees and former Employees by the Canadian Vendor immediately prior to
      the Completion Date (the "Canadian Vendor's Benefit Plans").

15.2  The Canadian Purchaser shall assume, effective from the Completion Date,
      the contracts and policies and all rights and obligations thereunder,
      relating to the Canadian Vendor's Benefit Plans. For greater certainty,
      the Canadian Vendor shall not be responsible for any liabilities under
      such contracts or policies relating to claims incurred on and after the
      Completion Date.

15.3  If any contract or policy cannot be assigned to, or assumed by, the
      Canadian Purchaser in whole or in part, the Canadian Vendor shall retain
      responsibility and liability for all health and welfare benefit claims
      relating to Employees and former Employees incurred on or prior to the
      Completion Date in accordance with the terms of such contract or policy,
      and the Canadian Purchaser shall be responsible for any liabilities
      arising in respect of claims of Employees for health and welfare benefits
      incurred on and after the Completion Date and the Canadian Purchaser shall
      indemnify and save harmless the Canadian Vendor for any liabilities
      arising in respect of claims incurred after the Completion Date.

15.4  For purposes hereof, the date on which a benefit claim or cost is incurred
      shall be:

      (a)  in the case of a death claim, the date of death;

      (b)  in the case of a long-term disability claim, the date that the injury
           or, if not an injury, the date of the diagnosis of the illness or
           injury, rendering the employee eligible for long-term disability
           benefits;

      (c)  in the case of extended health care benefits, including, without
           limitation, dental and medical treatments, the date of treatment; and

                                     -116-
<PAGE>

      (d)  in the case of a claim for drug benefits, the date the prescription
           is filled.

15.5  Subject to the consent of the relevant insurers, if the insured coverages
      cannot be assumed by the Canadian Purchaser, then at the written request
      of either of the Canadian Purchaser delivered prior to the Completion
      Date, the Canadian Vendor shall extend continued coverage to Employees
      under the Canadian Vendor's Benefit Plans after the Completion Date for
      such period after the Completion Date that ends not later than 90 days
      following the Completion Date, as the Canadian Purchaser may request, to
      permit the Canadian Purchaser sufficient time to establish appropriate
      replacement plans. The Canadian Purchaser shall reimburse the Canadian
      Vendor for the actual cost of such continued coverage following the
      Completion Date, upon presentation of an invoice therefor.

15.6  For greater certainty, the parties shall co-operate and take such actions
      as may be required to ensure the continuation of the benefits provided to
      Employees and shall take such action as may be required to minimize any
      tax, tax penalty, loss or other cost that may be imposed in respect
      thereof.

                                     -117-
<PAGE>

                                   SCHEDULE 4
                       Seller's Limitations on Liability


1.    TIME LIMIT FOR CLAIMS

1.1   Save in the case of any liability based upon fraud and including without
      limitation fraudulent concealment by Dawson, Dawson shall not be liable in
      respect of a claim under the Warranties, the Indemnities or the Tax Deed
      unless written notice of such claim setting out reasonable details of the
      relevant claim including details of the matter giving rise to the claim
      and the amount claimed in respect thereof is served upon Dawson:-

      (a)  in the case of a claim under the Warranties (other than the
           Warranties relating to Tax), by not later than 5.00 p.m. on the day
           falling 18 months after Completion;

      (b)  in the case of a claim under the Warranties relating to Tax or the
           Indemnities or the Tax Deed in relation to Tax by not later than 5.00
           p.m. on the sixth anniversary of the date of this agreement or the
           day falling 90 days after the expiry of the relevant statutory
           limitation period whichever is earlier;

      (c)  in the case of a claim under the Indemnities in relation to
           Environmental Matters by not later than 5.00 p.m. on the day falling
           six years after Completion; and

      (d)  in the case of a claim under the Indemnities not referred to in sub-
           paragraph 1.1(b) or 1.1(c) above, by not later than 5.00 p.m. on the
           day falling three years after Completion;

      and the liability of Dawson shall further determine (if such claim has not
      previously been satisfied, settled or withdrawn):-

           (i)  where the claim is based upon what at the time of service of the
                notice is a contingent liability; or

           (ii) RoweCom is taking or has taken action at the request of Dawson
                pursuant to paragraph 5 of this schedule in connection with such
                claim,

      if legal proceedings in respect of such claim have not been commenced
      within nine months of such claim ceasing to be contingent or RoweCom
      ceasing to take such action (as the case may be) or with regard to any
      other claim if legal proceedings in respect of such a claim have not been
      commenced within nine months of the service of such notice served on
      Dawson in accordance with this paragraph 1.1 of this schedule 4. For the
      purposes of this paragraph 1.1, proceedings shall not be deemed to have
      been commenced unless they shall have been properly issued and validly
      served upon Dawson.

2.    MONETARY LIMIT ON CLAIMS

2.1   Save in the case of any liability based upon fraud and including without
      limitation fraudulent concealment by Dawson, Dawson shall not be liable in
      respect of a claim under:

                                     -118-
<PAGE>

      (a)  the Indemnities or the Tax Deed unless and until the aggregate amount
           of all such substantiated claims against Dawson exceeds
           (Pounds)100,000, and any claims under the Indemnities or the Tax Deed
           shall be counted towards the (Pounds)500,000 total referred to in
           paragraph 2.1(b) below; or

      (b)  under the Warranties unless and until the aggregate amount of all
           such substantiated claims against Dawson exceeds (Pounds)500,000,

      in which event Dawson's liability shall be for the total amount of such
      substantiated claims and shall not be limited to the excess provided that
      (save in the case of fraud or fraudulent concealment) the aggregate
      liability of Dawson in respect of all claims under the Warranties, the
      Indemnities, the Tax Deed and/or any provision of this agreement or any
      document entered into pursuant to this agreement shall not in any
      circumstances exceed (Pounds)30,000,000. In this paragraph 2
      "substantiated" means a claim for which Dawson is liable (whether on its
      own, as a contributory or otherwise), and which is admitted, settled
      without admission of liability, or proved or determined in a court of
      competent jurisdiction.

2.2   Save in the case of fraud or fraudulent concealment by Dawson, Dawson
      shall not be liable in respect of a claim under the Warranties, the Tax
      Deed or the Indemnities, where the aggregate liability of Dawson would in
      respect of any one claim (but for this paragraph) have been less than
      (Pounds)6,500 (and any claim shall be ignored for the purposes of
      paragraph 2.1) provided that for the purposes of this paragraph 2.2 where
      a claim relates to more than one event, circumstance, act or omission
      which event, circumstance, act or omission would separately constitute a
      breach of or give rise to a claim for breach of any of the Warranties
      and/or the Indemnities and/or the Tax Deed such claim shall be treated as
      a separate claim in respect of each such event, circumstance, act or
      omission.

3.    DISCLOSURE

3.1   Dawson shall not be liable in respect of a claim under the Warranties to
      the extent that the same or circumstances giving rise thereto are fairly
      disclosed in the Disclosure Letters or are expressly provided for or noted
      in the Accounts. Except for the general disclosures contained in section B
      of the Disclosure Letter no letter, document or other communication shall
      be deemed to be disclosed except and to the extent that the same is
      referred to in, and a copy attached to, the Disclosure Letters. For the
      avoidance of doubt, the reference to "no letter, document or other
      communication... except and to the extent that the same is referred to in
      ..... the Disclosure Letters" shall not mean that there is disclosed the
      underlying economic, market, commercial or other circumstances relating to
      any such letter, document or other communication or the conduct of the
      parties to any agreement included in any such letter, document or other
      communication unless such circumstances or conduct is evident on the face
      of such letter, document or communication or in letters, documents or
      communications taken together.

3.2   No matter may be included in or referred to in the Supplemental Disclosure
      Letter or any document attached thereto unless it relates solely to one or
      more events occurring between the date of this agreement and Completion.

                                     -119-
<PAGE>

4.    NO LIABILITY FOR CERTAIN EVENTS

4.1   Dawson shall not be liable in respect of a claim under the Warranties or
      the Indemnities to the extent that:-

      (a)  the claim or the events giving rise to the claim would not have
           arisen but for an act, omission, arrangement or transaction carried
           out at the request of or with the informed consent of RoweCom or
           RoweCom Group at or prior to Completion or in accordance with the
           express terms of this agreement or any other agreement to be entered
           into pursuant to this agreement including, without limitation, any
           liability under the US Workers Adjustment Retraining Notification Act
           or state law equivalent; or

      (b)  the claim occurs as a result of any change in law or regulation or in
           its interpretation or administration by the English courts, or by any
           other fiscal, monetary or regulatory authority (whether or not having
           the force of law) after Completion; or

      (c)  the loss or damage giving rise to the claim is recovered by the
           RoweCom Group or the Group under any policy of insurance; or

      (d)  the claim arises or is increased as a result of any change in the
           accounting policies adopted by any Group Company after the date of
           this agreement save as required to conform with those of RoweCom to
           the extent that RoweCom's accounting policies and principles are
           generally accepted or to comply with accounting policies and
           principles generally accepted in the applicable jurisdiction; or

      (e)  specific allowance, provision or reserve in respect of such matter
           shall have been made in the Completion Accounts or it has been
           specifically included in calculating creditors or specifically
           deducted in calculating debtors in the Completion Accounts and (in
           the case of creditors or debtors) is identified in the records of the
           Group; or

      (f)  the claim relates to any liability which is contingent only unless
           and until such contingent liability becomes an actual liability; or

      (g)  the claim arises because a customer, employee or publisher of the
           Group first notifies the Group or RoweCom or the Dawson Group or
           otherwise decides after the Announcement Date that it will cease its
           business dealings or other relationships with the Group or change any
           terms on which it does business with the Group or will decrease the
           level of business with the Group; or

      (h)  the claim relates to sales tax in relation to the Group's US
           operations as a result of a change in policy by RoweCom in the way it
           accounts for such sales tax unless that change is:

           (i)  legally required; or

           (ii) such that the resulting policy is then consistent with the
                standard in the industry; or

                                     -120-
<PAGE>

           (iii)  such change is necessitated by order of any applicable fiscal
                  authority.

      (i)  Dawson may at its expense request any Group Company's auditors to
           quantify any of the following amounts and such amounts shall be dealt
           with as described in (ii) below:

           (i)  the amount of any overprovision for or overstatement of
                taxation, bad or doubtful debts or contingent or other
                liabilities contained in the Completion Accounts, to the extent
                that such overprovision or overstatement is then certain;

           (ii) the amounts in question, to the extent then agreed or finally
                determined for the purpose of this clause, shall be set off
                against any payments then or thereafter due from Dawson;

      (j)  Dawson shall not be liable for a claim under the Warranties to the
           extent that the claim arises or is increased by any deliberate act or
           omission after Completion by any member of the RoweCom Group which
           was done or not done intentionally to give rise to or increase the
           amount payable under the Warranties.

5.    THIRD PARTIES

5.1   This paragraph 5 shall apply in circumstances where:-

      (a)  any claim is made against the RoweCom Group which should reasonably
           be expected to give rise to a claim by RoweCom against Dawson under
           the Warranties and/or the Indemnities; or

      (b)  the RoweCom Group should reasonably be expected to be able to make
           recovery from some other person of any sum in respect of any facts or
           circumstances by reference to which RoweCom has or should be
           reasonably expected to have a claim against Dawson under the
           Warranties and/or the Indemnities; or

      (c)  Dawson has paid to RoweCom an amount in respect of a claim under the
           Warranties and/or the Indemnities and subsequent to the making of
           such payment RoweCom recovers from some other person a sum which is
           referable to that payment.

5.2   RoweCom shall:-

      (a)  in the case of paragraphs 5.1(a) and 5.1(b) prior to taking any
           action (other than the giving of notice pursuant to paragraph 1 of
           this schedule) against Dawson under the Warranties and/or the
           Indemnities (and subject to RoweCom being indemnified and secured to
           its reasonable satisfaction against all claims, liabilities, costs
           and expenses which it may incur by reason of such action) take all
           such action and give such information and assistance as Dawson may
           reasonably request in writing including, subject to paragraph 5.2(c),
           the institution of proceedings and the instruction of professional
           advisers approved in writing by Dawson to act on behalf

                                     -121-
<PAGE>

           of RoweCom or the relevant Purchaser or Group Company to avoid,
           dispute, resist, compromise, defend, settle, mitigate, pursue or
           appeal against any such claim against RoweCom or the relevant
           Purchaser or Group Company as is referred to in paragraph 5.1(a) or
           to make such recovery by RoweCom or the relevant Purchaser or Group
           Company as is referred to in paragraph 5.1(b) , as the case may be;
           and

      (b)  subject to RoweCom being indemnified and secured to its reasonable
           satisfaction against all costs and expenses which may be incurred by
           reason of such action, not agree, settle or compromise or make any
           admission of any liability or claim to which such action is referable
           without the prior written consent of Dawson which consent shall not
           be unreasonably withheld or delayed; and

      (c)  Dawson shall (subject to RoweCom being secured and indemnified to its
           reasonable satisfaction against all claims, liabilities, costs and
           expenses) have the right at its expense of investigating (for the
           purposes of conducting a claim in accordance with this paragraph
           5.2(c)), pursuing, resisting and settling and otherwise conducting in
           the name of the Purchasers or (as the case may be) the Company or any
           Group Company any claim, action or demand or other matter likely to
           give rise to any of these against or by any third party which has
           given rise or is likely to give rise to a claim under the Warranties,
           the Indemnities and/or the Tax Deed and to have any claim conducted
           by professional advisers nominated and instructed by it for this
           purpose; and

      (d)  in the case of paragraph 5.1(d) above only, repay to Dawson an amount
           equal to the amount recovered upon receipt or, if lower, the amount
           paid by Dawson to RoweCom less, in either case, any amount payable by
           RoweCom in respect of Taxation on the amount recovered.

6.    MITIGATION

      RoweCom will take or procure the taking of all such reasonable steps as
      are required by law in order to mitigate any claim under the Warranties,
      subject to RoweCom being indemnified and secured to its reasonable
      satisfaction against all reasonable costs and expenses incurred in
      connection therewith.

7.    OPPORTUNITY TO REMEDY

      A breach of any Warranty and/or Indemnity which is capable of remedy shall
      not entitle RoweCom to compensation under the Warranties and/or the
      Indemnities unless Dawson is given written notice of such breach in
      accordance with paragraph 1 above and such breach is not remedied within
      30 days after the date on which such notice is served on Dawson.

8.    TAX

8.1   Where a claim under the Warranties, the Indemnities or the Tax Deed
      relates to a liability for Tax no payment shall be due from Dawson until
      such time as the Tax in question becomes legally due and payable.

                                     -122-
<PAGE>

8.2   In calculating the liability of Dawson for any breach of the Warranties or
      under the Indemnities there shall be taken into account the amount by
      which the taxation for which any member of the Group is now or in the
      future accountable or liable to be assessed is reduced or extinguished as
      a result of the matter giving rise to such liability.

9.    GENERAL

9.1   Dawson shall not be liable in respect of a claim under any Warranty if and
      to the extent that the loss is or has been recovered under any other
      Warranty.

9.2   Dawson shall not be liable under the Warranties to the extent that RoweCom
      has made a recovery for the same matter under the Tax Deed and/or the
      Indemnities.

9.3   Dawson shall not be liable under any of the Indemnities if and to the
      extent that the loss is or had been recovered under any of the Warranties
      or the Tax Deed.

9.4   RoweCom shall not be entitled to recover damages or otherwise obtain
      reimbursement or restitution more than once in respect of any individual
      breach of the Warranties and/or Indemnities and/or claim under the Tax
      Deed, but solely to the extent of any recovery thereunder.

9.5   Dawson shall not be liable for breach of any of the Warranties or under
      the Indemnities or the Tax Deed to the extent that the subject of the
      claim has been made good or is otherwise compensated for without cost to
      RoweCom or to any member of the Group.

9.6   The provisions of this schedule 4 will not be discharged or cease to have
      effect or be limited in any way in consequence of any rescission or
      termination by RoweCom of this agreement or in consequence of any other
      provision of this agreement or any document referred to in this agreement.

9.7   Without prejudice to clause 3 (Conditions) and clause 4 no party shall
      have any right to rescind this agreement.

9.8   Any payment made by Dawson in respect of any claim under the Warranties,
      the Indemnities or the Tax Deed shall be deemed to be a reduction in the
      consideration received by Dawson.

                                     -123-
<PAGE>

                                   SCHEDULE 5
                           Action Pending Completion

Dawson shall ensure that each member of the Group shall:-

1.    in the case of the Company and the Subsidiaries, not create, allot, issue,
      acquire, reduce, repay or redeem any share or loan capital or agree,
      arrange or undertake to do any of those things, or acquire or agree to
      acquire an interest in an undertaking (as defined by section 259 of the
      Companies Act 1985);

2.    not discontinue or cease to operate all or a material part of the
      Business;

3.    not acquire or dispose of, or agree to acquire or dispose of, any Asset
      except in the usual course of its trade or assume or incur, or agree to
      assume or incur, a material liability, obligation or expense (actual or
      contingent) except in the usual course of its trade and on normal arm's
      length terms;

4.    in the case of the Company and the Subsidiaries, not declare, pay or make
      a dividend or distribution except for a dividend of the stock of
      Electronic Online Services International, Inc. and Quality Books, Inc.;

5.    in the case of the Company and the Subsidiaries, not pass a shareholders'
      resolution (except for any approval required in connection with the
      transactions contemplated by this agreement);

6.    not create, or agree to create, an Encumbrance over the US Shares, the
      Business or any Asset;

7.    in the case of the Company and the Subsidiaries continue each Policy (as
      defined in paragraph 10.1 of schedule 3) and not do or omit to do anything
      which would make a Policy void or voidable or might result in an increase
      in the premium payable under a Policy or prejudice the ability to effect
      equivalent insurance in the future;

8.    in relation to each of the Properties:-

8.1   not apply for a Permit or implement a Permit already obtained but not
      implemented;

8.2   not change its existing use;

8.3   not terminate, or give a notice to terminate, a lease, tenancy or licence;

8.4   not apply for consent to do something requiring consent under a lease,
      tenancy or licence;

8.5   not grant or refuse an application by a tenant, licensee or occupier to do
      something requiring its consent under a lease, tenancy or licence;

8.6   not agree a new rent or fee payable under a lease, tenancy or licence;

                                     -124-
<PAGE>

9.    not enter into a long-term, onerous or unusual agreement, arrangement or
      obligation (including an agreement, arrangement or obligation of the type
      referred to in paragraph 11.6 of schedule 3);

10.   not amend materially or terminate a material agreement, arrangement or
      obligation to which it is a party relating to the Business;

11.   save as required by law or regulation or as contemplated in this agreement
      not amend materially the terms of employment or engagement of any Assumed
      Employee or a director, other officer or employee of any Group Company
      (except in the usual course of its business) or amend or discontinue
      (wholly or partly) the applicability of the terms and conditions of any
      collective employment agreement (accord d'enterprise) in force within the
      Dawson Group, including any profit sharing plan (accord de participation)
      or provide, or agree to provide, a gratuitous payment or benefit to any
      Assumed Employee or a director, officer or employee of any Group Company
      (or any of their dependants) or (except in the usual course of business)
      employ, engage, or terminate the employment or engagement or start the
      process for terminating the employment or engagement of any Assumed
      Employee or a director, other officer or employee of any Group Company
      except in circumstances justifying summary dismissal, or start
      negotiations with any trade unions or works' representatives or body with
      a view to changing the benefits of the Assumed Employees;

12.   in the case of the Company and the Subsidiaries, not give, or agree to
      give, a guarantee, indemnity or other agreement to secure, or incur
      financial or other obligations with respect to, another person's
      obligation;

13.   save as contemplated in this agreement, not amend materially or
      discontinue (wholly or partly) a Disclosed Scheme (as defined in paragraph
      21 of schedule 3) or plan, propose or intend to amend, discontinue (wholly
      or partly), or exercise a discretion in relation to a Disclosed Scheme;

14.   in the case of the Company and the Subsidiaries, not start litigation or
      arbitration proceedings;

15.   in the case of the Company and the Subsidiaries, except in the usual
      course of its trade, not compromise, settle, release, discharge or
      compound litigation or arbitration proceedings or a liability, claim,
      action, demand or dispute, or waive a right in relation to litigation or
      arbitration proceedings;

16.   conduct the Business in all material respects in accordance with all
      applicable legal and administrative requirements in any jurisdiction;

17.   not enter into an agreement, arrangement or obligation (legally
      enforceable or not) in which Dawson, another Group Company, a director or
      former director of a Group Company or a person connected with any of them
      is interested;

18.   not make a payment out of a bank account except where the payment is in
      the usual course of its trade (including for the avoidance of doubt any
      management charges payable to any members of the Dawson Group which are
      specified in writing in the Disclosure Letters and

                                     -125-
<PAGE>

      expressly agreed to in writing by RoweCom) other than payments to be made
      pursuant to the terms of this agreement; and

19.   keep proper records and make therein true and complete entries of all its
      dealings and transactions as required by law;

20.   co-operate with RoweCom to:-

20.1  ensure the efficient continuation of management of the Business after
      Completion; and

20.2  prepare for the introduction of RoweCom's normal working procedures in
      readiness for Completion.

                                     -126-
<PAGE>

                                   SCHEDULE 6
                                 The Properties

Canada
------

Tenure                             Leasehold owned by Faxon Canada Limited

Description                        1155 Ducharme, Quebec

Mortgages or Charges               None

Permitted uses/existing use        Commercial Use

Tenure                             Freehold owned by Faxon Canada Limited

Description                        1540 North Routledge Park
                                   London
                                   Ontario
                                   Canada  NBA 5M9

Mortgages or Charges               None

Permitted uses/existing use        Commercial Use


France
------

Tenure                             Freehold owned by Dawson France SA

Description                        Rue de la Prairie
                                   Villebon sur Yvette
                                   91871 Palaiseau Cedex
                                   Paris

Mortgages or Charges               None

Permitted uses/existing use        Commercial purposes/uses

                                     -127-
<PAGE>

Spain
-----

Tenure                             Leasehold owned by Dawson Espana
                                   Agencia de Ediciones, SL


Description                        Parque Europolis
                                   Calle I
                                   Numbers 6-8,
                                   28230
                                   Las Rozas
                                   Madrid
                                   Spain

Mortgages or Charges               None

Permitted uses/existing use        N/A



USA
---

Tenure                             Freehold owned by The Faxon Company Inc

Description                        15 Southwest Park
                                   Westwood
                                   Massachusetts 02090
                                   USA

Mortgages or Charges

Permitted uses/existing use

Tenure                             Leasehold owned by The Faxon Company Inc

Description                        4425 Brookfield Corporate Drive
                                   Suite 200
                                   Chantilly
                                   VA 20151

                                     -128-
<PAGE>

Mortgages or Charges

Permitted uses/existing use

Tenure                             Leasehold owned by The Faxon Company Inc

Description                        122 East 42/nd/ Street
                                   New York
                                   NY 10168
Mortgages or Charges

Permitted uses/existing use

Tenure                             Equitable title owned by McGregor
                                   Subscription Service Inc

Description                        1001-1005
                                   W. Pines Road
                                   Oregon
                                   IL 61061

Mortgages or Charges
Permitted uses/existing use

                                     -129-
<PAGE>

                                   SCHEDULE 7
                                    Pensions


1.   INTERPRETATION

     In this schedule the following words and expressions shall unless the
     context otherwise requires have the following meanings:-

     "Actuarial Assumptions" means the actuarial methods and assumptions set out
     in the Actuary's Letter;

     "Actuary's Letter" means the form of letter appended to this schedule;

     "Actuary" means a person who is a Fellow of the Institute of Actuaries or a
     Fellow of the Faculty of Actuaries in Scotland;

     "Adjusted Shortfall" has the meaning set out in the Actuary's Letter;

     "Adjusted Transfer Amount" means the Transfer Amount adjusted by the Timing
     Adjustment from and excluding the Membership Transfer Date to and excluding
     the Payment Date;

     "Dawson's Actuary" means Jane Collard of William M Mercer or such other
     Actuary as may be appointed by Dawson for the purposes of this schedule and
     notified to RoweCom;

     "Dawson Fund" means the William Dawson Group Pension Fund and where the
     context so requires the trustees of that scheme;

     "Dawson Money Purchase Scheme" means the William Dawson Group Money
     Purchase Scheme and where the context so requires the trustees of that
     scheme;

     "Dawson's Scheme" means the Surridge Dawson Pearson Fund or such other
     retirement benefits scheme nominated by Dawson and notified to RoweCom
     before the Membership Transfer Date and which meets the further
     requirements of paragraph 3 and where the context so requires the trustees
     of that scheme;

     "Member Employees" means the UK Employees who immediately prior to the
     Completion Date are members of the Dawson Fund and are accruing benefits
     under the Fund.  A UK Employee shall continue to be a Member Employee until
     the day before the Membership Transfer Date unless such employee ceases to
     accrue pension benefits under the Dawson Fund before the Membership
     Transfer Date whether by termination of employment, by opting out of the
     Dawson Fund or otherwise, in which event he shall cease to be a Member
     Employee;

     "Membership Transfer Date" mean 6 April 2000 or such other date as is
     agreed in writing between RoweCom and Dawson;

                                     -130-
<PAGE>

     "Money Purchase Employees" means the UK Employees who immediately prior to
     the Completion Date are members of the Dawson Money Purchase Scheme and are
     accruing benefits under the Dawson Money Purchase Scheme. A UK Employee
     shall continue to be a Member Employee until the day before the Membership
     Transfer Date unless such employee ceases to accrue pension benefits under
     the Dawson Money Purchase Scheme before the Membership Transfer Date
     whether by termination of employment, by opting out of the Dawson Money
     Purchase Scheme or otherwise, in which event he shall cease to be a Member
     Employee;

     "Payment Date" means the first working day which falls following the expiry
     of one month following satisfaction of the last to be satisfied of the
     Transfer Conditions;

     "Pension Liabilities" means an amount calculated in accordance with the
     Actuarial Assumptions by RoweCom's Actuary and verified by Dawson's Actuary
     as being equal to:-

     the share of the assets held by the Dawson Fund which is attributable to
     the Transferring Members calculated by RoweCom's Actuary and verified by
     Dawson's Actuary as at the Membership Transfer Date.

     For this purpose:-

     (a)  there shall be included the value of accrued rights to guaranteed
          minimum pensions and Section 9(2B) Rights (but any obligation to
          equalise guaranteed minimum pensions for men and women shall be
          ignored);

     (b)  there shall be excluded:-

          (i)  the value of lump sum benefits payable on death in service other
               than the return of members' contributions; and

          (ii) pursuant to paragraph 7 the value of any money purchase benefits
               as defined in section 181(1) of the 1993 Act arising from the
               payment of additional voluntary contributions by Transferring
               Members or from transfer credits under the Dawson Fund;

     "Pensionable Salary" has the meaning set out in the trust deed and rules of
     the Dawson Fund (or the Dawson Money Purchase Scheme, as appropriate) as at
     the date hereof;

     "Relevant Benefits" has the meaning set out in section 612 of the TA;

     "RoweCom" means RoweCom and the Purchaser of the UK Business;

     "Section 9(2B) Rights" has the meaning set out in the Contracting-Out
     (Transfer and Transfer Payment) Regulations 1996;

     "RoweCom's Actuary" means Martin Miles of PricewaterhouseCoopers or such
     other Actuary as may be appointed by RoweCom for the purposes of this
     schedule and notified to Dawson;

                                     -131-
<PAGE>

     "Timing Adjustment" means in respect of any period and any principal sum an
     amount of interest calculated as the gross rate of return (income and
     capital appreciation or depreciation) obtained on a notional portfolio of
     investments split as to 80 per cent. in the FT-SE Actuaries All Share Total
     Return Index and as to 20 per cent. in the FT-Actuaries Fixed Interest
     Index for UK Gilts Over 15 Years with gross dividend and other gross income
     assumed to be re-invested on the last day of each month with no allowance
     for expenses  PROVIDED THAT  if either or both of the said indices shall
     cease to exist during any period relevant to this schedule then Dawson's
     Actuary and RoweCom's Actuary shall agree on replacement indices;

     "Transfer Amount" means an amount determined by RoweCom's Actuary and
     verified by Dawson's Actuary in accordance with paragraph 5 (or determined
     in accordance with paragraph 9) as being the Pension Liabilities with an
     adjustment for any unpaid contributions due under clause 3.2;

     "Transfer Conditions" means those conditions set out in paragraph 6.4;

     "Transfer Forms" means the written consents and discharges referred to in
     the definition of "Transferring Members";

     "Transferring Members" means:

     (a)  those employees of Dawson who become members of Dawson's Scheme with
          effect from the Membership Transfer Date pursuant to the offer of
          membership referred to in paragraph 4(a); and who before the
          Membership Transfer Date request or consent in writing in such form as
          RoweCom and Dawson agree (and within the period specified in the offer
          letter) to a payment or transfer of assets being made from the Dawson
          Fund to Dawson's Scheme in respect of their accrued benefits so as to
          acquire transfer credits under Dawson's Scheme and who in respect of
          such payment or transfer have signed a discharge in the form
          reasonably required by the Dawson Fund for any liability to provide
          any further benefits to or in respect of them under the Dawson Fund;
          and

     (b)  those members of the Dawson Fund as at the Membership Transfer Date
          who:

          (i)   ceased to be active members of the Dawson Fund before the
                Completion Date;

          (ii)  ceased to be active members of the Dawson Fund during the
                Transitional Period and who immediately before ceasing to be
                active members were employed by Dawson; or

          (iii) were offered membership of Dawson's Scheme under paragraph 4(a)
                but who declined such offer

          and in respect of whom it is intended that a transfer will be made to
          Dawson's Scheme in accordance with the provisions of Regulation 12(3)
          of the Occupational

                                     -132-
<PAGE>

          Pension Schemes (Preservation of Benefit) Regulations 1991 where a
          transfer is being made without a beneficiary's consent.

     "Transitional Period" means the period commencing on the Completion Date
     and ending on the day immediately before the Membership Transfer Date (both
     days inclusive);

     "1995 Act" means the Pensions Act 1995; and

     "1993 Act" means the Pension Schemes Act 1993.

     "Guaranteed minimum pension" and "contracted-out" have the meanings given
     to them in the 1993 Act.

     References in this schedule to paragraphs and appendices are to paragraphs
     in and appendices to this schedule.

     Headings in this schedule are for ease of reference only and shall not
     affect the interpretation of this schedule.

2.   SUBSTITUTION OF PRINCIPAL EMPLOYER AND CHANGE OF FUND NAME

2.1  RoweCom and Dawson undertake (subject to paragraph 2.2 below and provided
     that the law so admits) as soon as practicable to enter into a deed in a
     form to be agreed between them and the Dawson Fund (Dawson to use its
     reasonable endeavours to procure that the Dawson Fund agrees and enters
     into such deed) so as to effect the substitution of RoweCom for Dawson as
     principal employer of the Dawson Fund with effect from the Membership
     Transfer Date;

2.2  RoweCom and Dawson agree to use their reasonable endeavours to obtain the
     agreement of the Inland Revenue to the substitution of Rowecom for Dawson
     referred to in paragraph 2.1 above as principal employer of the Dawson Fund
     as soon as practicable after Completion

2.3  RoweCom undertake to Dawson that by such deed the name of the Dawson Fund
     shall be changed with effect from the same date to remove all reference to
     the name William Dawson or any part thereof.

3.   THE DAWSON FUND

3.1  Dawson undertakes to RoweCom that:-

     (a)  it will use its reasonable endeavours to procure that RoweCom may
          participate as a participating employer in the Dawson Fund in respect
          of the Member Employees until the Membership Transfer Date subject to
          the approval of the Board of Inland Revenue (which approval RoweCom
          and Dawson shall use their respective reasonable endeavours to
          obtain);

     (b)  until the Membership Transfer Date it will:-

                                     -133-
<PAGE>

          (i)   use its reasonable endeavours to ensure that the Dawson Fund is
                and remains an exempt approved scheme under chapter I of part
                XIV of the TA;

          (ii)  take no voluntary action without the consent of RoweCom (such
                consent not to be unreasonably withheld or delayed) which would
                cause the Dawson Fund to terminate or be wound up in relation to
                the Member Employees;

          (iii) not exercise any discretion or power under the Dawson Fund which
                would adversely affect the Relevant Benefits of the Member
                Employees under the Dawson Fund without the prior written
                consent of RoweCom (such consent not to be unreasonably withheld
                or delayed);

          save, in the cases referred to in paragraphs 2.1(b)(ii) or (iii)
          above, where RoweCom is in material default in discharging its
          obligations as a participating employer under the Dawson Fund;

     (c)  it will provide to RoweCom such information as RoweCom reasonably
          requests so that the provisions of paragraph 3.2 are observed
          (including without limitation membership details relating to the
          Member Employees).

3.2  RoweCom undertakes that it will in respect of the Transitional Period:-

     (a)  pay to the Dawson Fund within 19 days of the end of each calendar
          month the contributions due and payable in respect of such month to
          the Dawson Fund by and in respect of the Member Employees at the
          following rates:-

          5.2% of Pensionable Salary (employer contributions);

          5% of Pensionable Salary (member contributions);

     (b)  where for whatever reason RoweCom continues to participate in the
          Dawson Fund after the Membership Transfer Date but does not become the
          principal employer of the Dawson Fund, RoweCom will continue to
          contribute to the Dawson Fund so long as RoweCom remains a
          participating employer in the Dawson Fund (for the avoidance of doubt,
          RoweCom may terminate its participation in the Dawson Fund at any
          time) at the contribution rate set out in paragraph 3.2(a) of this
          schedule or such other rate as applies to participating employers
          under the Dawson Fund from time to time;

     (c)  interest shall be payable on each payment due under paragraphs 3(a),
          (b) and (i) following the date after each payment becomes due up to
          and including the date when each payment is actually paid (in each
          case 3% per annum (compounded monthly) above the base rate from time
          to time with Barclays Bank plc);

     (d)  comply during the Transitional Period in all other respects with the
          provisions of the Dawson Fund as they relate to a participating
          employer;

                                     -134-
<PAGE>

     (e)  not do or omit to do any act or thing whereby the approval of the
          Dawson Fund as an exempt approved scheme or its status as a
          contracted-out scheme would or might be prejudiced;

     (f)  not exercise any right, power or discretion conferred on RoweCom by
          the Dawson Fund except with the prior written approval of Dawson on
          such terms (whether as to payment of additional contributions or
          otherwise) as Dawson may agree;

     (g)  on demand provide or procure to be provided such information as is
          reasonably required by the Dawson Fund for the administration of the
          Dawson Fund or the calculation of the Transfer Amount;

     (h)  not cause the Pensionable Salary of any Member Employee calculated at
          the Membership Transfer Date to exceed by more than 6 per cent. the
          Pensionable Salary of that Member Employee calculated as at the
          Completion Date nor to exercise any power or discretion to increase
          benefits or allow the payment of an early retirement pension under the
          Dawson Fund of any Member Employee except on such terms (whether as to
          payment of additional contributions or otherwise) as Dawson may agree;

     (i)  pay to Dawson an amount in respect of administrative expenses of the
          Dawson Fund and costs of providing death in service benefits
          attributable to Member Employees on the basis set out in the Actuary's
          Letter, such payments to be made within the timescale set out in
          paragraph 3.2(a) above.

3.3  RoweCom and Dawson shall use their respective reasonable endeavors to
     procure that such of the Member Employees as are in contracted-out
     employment by reference to the Dawson Fund at Completion shall continue to
     be in contracted-out employment by reference to the Dawson Fund during the
     Transitional Period.

3.4  RoweCom agrees that Dawson may in its discretion and in its own interests
     exercise any powers and give any consents on behalf of RoweCom or any
     member of the RoweCom Group where those powers or consents arise under the
     1995 Act, and without prejudice to the foregoing generality, appoints
     Dawson to be its representative for the purposes of making proposals with
     regard to the selection of trustees pursuant to section 17 of the 1995 Act,
     consulting with the trustees regarding any statement of investment
     principles pursuant to section 35 of the 1995 Act, and agreeing any
     schedule of contributions pursuant to section 58 of the 1995 Act.

3.5  RoweCom shall within one month after Completion enter into such deed or
     agreement as may be necessary in accordance with the rules of the Dawson
     Fund (as at the date hereof) for it to participate in the Dawson Fund as a
     participating Employer during the Transitional Period (such agreement to be
     provided by Dawson or the Dawson Fund). RoweCom shall issue all notices and
     make all the necessary elections and take any other steps necessary to
     procure that such of the Member Employees as are in contracted-out
     employment under the 1993 Act by reference to the Dawson Fund shall
     continue to be in such contracted-out employment and RoweCom shall issue
     all notices and make all necessary elections and take any other steps
     necessary to achieve this.

                                     -135-
<PAGE>

4.   DAWSON'S SCHEME

     Dawson undertakes with RoweCom that it will use its reasonable endeavours
     to procure that:-

     (a)  on or before the Membership Transfer Date all members of the Dawson
          Fund who remain employees of Dawson will be invited in writing to
          become members of Dawson's Scheme with effect from the Membership
          Transfer Date;

     (b)  the forms of invitation referred to in 4(a) will be submitted to
          RoweCom in advance of their issue and will not be issued until RoweCom
          has approved them, such approval not to be unreasonably withheld or
          delayed;

     (c)  Dawson's Scheme will at the Payment Date, be fully approved or capable
          of approval by the Board of Inland Revenue as an exempt approved
          scheme under chapter I of part XIV of the 1988 Act and will be
          contracted-out of the state earnings related pension scheme on a
          salary-related basis under the 1993 Act, and be a scheme to which the
          Dawson Fund can make a transfer payment without prejudicing either the
          approval of the Dawson Fund as an exempt approved scheme or the
          contracted-out status of the Dawson Fund.

5.   CALCULATION OF THE PENSION LIABILITIES

5.1  Within two months following the Membership Transfer Date RoweCom shall
     procure that RoweCom's Actuary receives the information under its control
     required to calculate the Pension Liabilities and the Transfer Amount and
     Dawson shall procure that RoweCom's Actuary receives all the other
     information required to calculate the Pension Liabilities and the Transfer
     Amount.

5.2  RoweCom shall procure that within two months of the receipt of full
     complete and accurate information by RoweCom's Actuary RoweCom's Actuary
     calculates the Pension Liabilities and the Transfer Amount and submits his
     results in writing to Dawson's Actuary for verification by Dawson's Actuary
     together with all such information as Dawson's Actuary may reasonably
     require for the purpose of verifying RoweCom's Actuary's calculations.
     Those calculations shall be deemed to be verified by Dawson's Actuary
     within one month of the later of the date of receipt by Dawson's Actuary of
     details of such calculations or of the further information received by him
     from RoweCom or RoweCom's Actuary at his request unless Dawson's Actuary
     shall within that time notify RoweCom's Actuary to the contrary.

6.   PAYMENT FROM THE DAWSON FUND

6.1  Subject to paragraph 6.3, Dawson and RoweCom shall use their respective
     reasonable endeavours to procure that on or before the Payment Date the
     Dawson Fund pays the Adjusted Transfer Amount to Dawson's Scheme. Payment
     of the Adjusted Transfer Amount is to be satisfied by the transfer of such
     assets as may be agreed between the Dawson Fund and Dawson's Scheme and
     failing any such agreement the Adjusted Transfer

                                     -136-
<PAGE>

     Amount shall be paid in cash (subject to deduction of such realisation
     expenses as shall be attributable to the sale of the assets in question by
     the Dawson Fund).

6.2  Dawson undertakes to take no action or assist whether directly or
     indirectly any person in any manner which would result in the Dawson Fund
     having to pay a larger amount than the Adjusted Transfer Amount to Dawson's
     Scheme. Dawson agrees that this undertaking extends to Dawson and all other
     members of the Dawson Group and applies both during and after the
     Transitional Period.

6.3  RoweCom shall be under no obligation in respect of the payment by the
     Dawson Fund of the Adjusted Transfer Amount (whether under this paragraph 5
     or otherwise) unless and until the Transfer Conditions are satisfied.

6.4  The Transfer Conditions are as follows:-

     (a)  Dawson's Scheme is approved by the Board of Inland Revenue as an
          exempt approved scheme under chapter I of part XIV of the 1988 Act or
          the Board of Inland Revenue has given written approval to the transfer
          of assets from the Dawson Fund to Dawson's Scheme in respect of the
          Transferring Members and that approval still subsists;

     (b)  Dawson's Scheme is a scheme capable of accepting from the Dawson Fund
          the liability for the provision of guaranteed minimum pensions and
          Section 9(2B) Rights for and in respect of the Transferring Members;

     (c)  the Dawson Fund has received the Transfer Forms completed and signed
          by the Transferring Members;

     (d)  the calculations referred to in paragraph 5 have become final and
          binding whether by agreement under paragraph 5 or following
          determination of any dispute under paragraph 12;

     (e)  Dawson has complied with its obligations under this schedule in all
          material respects;

     (f)  the Dawson Fund has received the following written statements and
          undertakings from or on behalf of Dawson's Scheme after the conditions
          in paragraph 6.4(a) to (d) above have been satisfied (together with
          such documentary evidence as RoweCom for itself or the Dawson Fund may
          reasonably request):-

          (i)  that such of the Transferring Members who were offered membership
               of Dawson's Scheme pursuant to paragraph 4 of this schedule as at
               the and who have become members of the have been admitted to
               membership of Dawson's Scheme from the Membership Transfer Date
               and that insofar as any part of the Adjusted Transfer Amount
               represents amounts in respect of accrued rights to guaranteed
               minimum pensions and/or Section 9(2B) Rights the employments of
               the Transferring Members are contracted-out by reference to
               Dawson's Scheme;

                                     -137-
<PAGE>

          (ii) that Dawson's Scheme is willing to accept the transfer from the
               Dawson Fund of the Adjusted Transfer Amount and to give a receipt
               in such form as the Dawson Fund may reasonably request;

          and that those statements and undertakings remain true and effective
          in all material respects.

6.5  If during the Transitional Period or at any time prior to the Payment Date
     Dawson has a receiver or an administrative receiver appointed over its
     assets and/or undertaking or goes into liquidation Dawson agrees that
     RoweCom and Dawson will co-operate to ensure that each Transferring Member
     shall be given the opportunity to revoke any instruction given by him to
     the Dawson Fund on a Transfer Form (or otherwise) as regards the transfer
     of a sum representing his past service rights under the Dawson Fund to
     Dawson's Scheme.

6.6  If the Dawson Fund pays to the Dawson Scheme any amount less than that due
     under this Schedule and as a result RoweCom pays lesser contributions to
     the Dawson Fund from time to time than it would otherwise have done,
     RoweCom shall from time to time pay Dawson amounts equal to such savings in
     contributions (at such times as the higher contributions would have been
     paid).

7.   ADDITIONAL VOLUNTARY CONTRIBUTIONS AND MONEY PURCHASE TRANSFER CREDITS

     Any benefits in the Dawson Fund in money purchase form attributable to
     transfer payments received by the Dawson Fund in respect of Transferring
     Members or any voluntary contributions made by the Transferring Members in
     respect of the Dawson Fund in money purchase form and the investments or
     monies representing such contributions or transfer payments and any income
     derived therefrom shall be disregarded for the purposes of calculating the
     Transfer Amount and the Adjusted Transfer Amount. Dawson will,
     nevertheless, use reasonable endeavours to procure that on or before the
     Payment Date Dawson's Fund pays, transfers or procures the payment or
     transfer to Dawson's Scheme of the amount of any such money purchase
     benefits attributable to transfer payments or voluntary contributions of
     the Transferring Members in respect of their membership of the Dawson Fund
     (including any such contributions payable in the Transitional Period)
     together with accumulated interest or bonuses.

8.   ROWECOM'S OBLIGATIONS

     RoweCom undertakes to Dawson (providing it becomes principal employer of
     the Fund):-

     (a)  that on and after becoming principal employer of the Dawson Fund it
          shall use its reasonable endeavours to procure that the trustee board
          of the Dawson Fund shall remain as constituted at Completion until
          such time as the Transfer Amount has been paid from the Dawson Fund to
          Dawson's Scheme;

     (b)  that should it become necessary, for any reason, for RoweCom to become
          the principal employer of the Dawson Fund prior to the date provided
          for under this

                                     -138-
<PAGE>

          Schedule, it shall fulfil the obligations of principal employer under
          the Dawson Fund in accordance with the provisions of this Schedule;

     (c)  that it will procure that on Dawson's cessation of participation in
          the Dawson Fund the actuary appointed pursuant to Section 47(1)(b)
          1995 Act will issue a written determination to Dawson that no debt is
          treated as becoming due from Dawson under Section 75(1) of the 1995
          Act (if in the opinion of the actuary no such debt does become due);

     (d)  to provide for each Member Employee for a period of one year after the
          Membership Transfer Date pension and life assurance benefits under the
          Dawson Fund (or such other retirement benefits arrangement as RoweCom
          may decide) on the basis that prevails under the Dawson Fund at the
          Completion Date.

9.   CESSATION OF PARTICIPATION

     If for any reason it proves impossible to make a transfer payment from the
     Dawson Fund to the Dawson Scheme within one year of the Membership Transfer
     Date, paragraphs 5, 6, 7, 8 and 10 of this schedule shall cease to apply
     and instead RoweCom and Dawson shall as soon as practicable (provided that
     the law so admits) enter into a deed of substitution to replace RoweCom by
     Dawson as principal employer of the Fund (upon which substitution being
     effected RoweCom shall cease to participate in the Fund).

10.  SHORTFALL

     RoweCom's Actuary shall, as soon as practicable after the Membership
     Transfer Date, calculate whether or not the Dawson Fund is in Shortfall as
     at the Membership Transfer Date. Dawson's Actuary shall procure that
     RoweCom's Actuary receives all reasonable information requested by
     RoweCom's Actuary to perform such calculation as soon as practicable.

     If RoweCom's Actuary determines that the Dawson Fund is in Shortfall as at
     the Membership Transfer Date, Dawson shall as soon as practicable pay an
     amount equal to the Shortfall to RoweCom (upon which RoweCom shall pay such
     amount into the Dawson Fund).

11.  COSTS

     RoweCom shall bear the professional costs of RoweCom's Actuary and Dawson
     shall bear the professional costs of Dawson's Actuary in connection with
     the implementation of the provisions of this schedule subject to paragraph
     12.

12.  DISPUTES

     Any dispute of an actuarial nature between RoweCom's Actuary and Dawson's
     Actuary concerning the calculation of the Pension Liabilities or the
     Transfer Amount or the Adjusted Transfer Amount or any matter to be agreed
     by them under the provisions of this schedule may, in the absence of an
     agreement between them, at the option of either RoweCom or

                                     -139-
<PAGE>

     Dawson be referred to an independent actuary agreed by RoweCom and Dawson
     within 14 days of such reference being raised or, failing such agreement,
     appointed by the President for the time being of the Institute of Actuaries
     at the instance of the party first applying to him. Such independent
     actuary shall determine any matter referred to him in accordance with the
     terms of this schedule and shall act as an expert and not as an arbitrator.
     His decision shall be final and binding upon the parties in the absence of
     manifest error and his professional costs shall be borne equally by RoweCom
     and Dawson unless he shall otherwise direct.

13.  ARTICLE 141 INDEMNITY

     Dawson agrees to indemnify RoweCom against any costs or expenses RoweCom
     may at any time reasonably incur in relation to claims brought at any time
     for access to retrospective membership (prior to the admission of part time
     employees to membership of the Dawson Fund in 1990) of the Dawson Fund
     under Article 141 (formerly Article 119) of the Treaty of Rome as a result
     of:

     (a)  participating in or becoming the principal employer of the Dawson
          Fund; or

(b)  the Dawson Fund's making a transfer payment to the Dawson Scheme.

14.  DAWSON MONEY PURCHASE SCHEME

14.1 Dawson undertakes to RoweCom that:-

     (a)  it will use its reasonable endeavours to procure that RoweCom may
          participate as a participating employer in the Dawson Money Purchase
          Scheme in respect of the Money Purchase Employees until the Membership
          Transfer Date subject to the approval of the Board of Inland Revenue
          (which approval RoweCom and Dawson shall use their respective
          reasonable endeavours to obtain);

     (b)  until the Membership Transfer Date it will:-

          (i)   use its reasonable endeavours to ensure that the Dawson Money
                Purchase Scheme is and remains an exempt approved scheme under
                chapter I of part XIV of the TA;

          (ii)  take no voluntary action without the consent of RoweCom (such
                consent not to be unreasonably withheld or delayed) which would
                cause the Dawson Money Purchase Scheme to terminate or be wound
                up in relation to the Money Purchase Employees;

          (iii) not exercise any discretion or power under the Dawson Money
                Purchase Scheme which would adversely affect the Relevant
                Benefits of the Money Purchase Employees under the Dawson Money
                Purchase Scheme without the prior written consent of RoweCom
                (such consent not to be unreasonably withheld or delayed);

                                     -140-
<PAGE>

          save, in the cases referred to in paragraphs 14.1(b)(ii) or (iii)
          above, where RoweCom is in material default in discharging its
          obligations as a participating employer under the Dawson Money
          Purchase Scheme;

     (c)  it will provide to RoweCom such information as RoweCom reasonably
          requests so that the provisions of paragraph 14.2 are observed
          (including without limitation membership details relating to the Money
          Purchase Employees).

14.2 RoweCom undertakes that it will in respect of the Transitional Period:-

     (a)  pay to the Dawson Money Purchase Scheme within 10 days of the end of
          each calendar month the contributions due and payable in respect of
          such month to the Dawson Money Purchase Scheme by and in respect of
          the Money Purchase Employees at the following rates:-

          3% of Pensionable Salary (employer contributions);

          2% of Pensionable Salary (member contributions);

     (b)  interest shall be payable on each payment due under paragraphs 14.2(a)
          and (g) following the date after each payment becomes due up to and
          including the date when each payment is actually paid (in each case 3%
          per annum (compounded monthly) above the base rate from time to time
          with Barclays Bank plc);

     (c)  comply during the Transitional Period in all other respects with the
          provisions of the Dawson Money Purchase Scheme as they relate to a
          participating employer;

     (d)  not do or omit to do any act or thing whereby the approval of the
          Dawson Money Purchase Scheme as an exempt approved scheme or its
          status as a contracted-out scheme would or might be prejudiced;

     (e)  not exercise any right, power or discretion conferred on RoweCom by
          the Dawson Money Purchase Scheme except with the prior written
          approval of Dawson on such terms (whether as to payment of additional
          contributions or otherwise) as Dawson may agree;

     (f)  on demand provide or procure to be provided such information as is
          reasonably required by the Dawson Money Purchase Scheme for the
          administration of the Dawson Money Purchase Scheme or the calculation
          of the Transfer Amount;

     (g)  pay to Dawson an amount in respect of administrative expenses of the
          Dawson Money Purchase Scheme and costs of providing death in service
          benefits attributable to Money Purchase Employees on the basis set out
          in the Actuary's Letter, such payments to be made within the timescale
          set out in paragraph 14.2(a) above.

14.3 RoweCom and Dawson shall use their respective reasonable endeavors to
     procure that such of the Money Purchase Employees as are in contracted-out
     employment by reference to the Dawson Money Purchase Scheme at Completion
     shall continue to be in contracted-out

                                     -141-
<PAGE>

     employment by reference to the Dawson Money Purchase Scheme during the
     Transitional Period.

14.4 RoweCom agrees that Dawson may in its discretion and in its own interests
     exercise any powers and give any consents on behalf of RoweCom or any
     member of the RoweCom Group where those powers or consents arise under the
     1995 Act, and without prejudice to the foregoing generality, appoints
     Dawson to be its representative for the purposes of making proposals with
     regard to the selection of trustees pursuant to section 17 of the 1995 Act,
     consulting with the trustees regarding any statement of investment
     principles pursuant to section 35 of the 1995 Act, and agreeing any
     schedule of contributions pursuant to section 58 of the 1995 Act.

14.5 RoweCom shall within one month after Completion enter into such deed or
     agreement as may be necessary in accordance with the rules of the Dawson
     Money Purchase Scheme (as at the date hereof) for it to participate in the
     Dawson Money Purchase Scheme a participating Employer during the
     Transitional Period (such agreement to be provided by Dawson or the Dawson
     Money Purchase Scheme). RoweCom shall issue all notices and make all the
     necessary elections and take any other steps necessary to procure that such
     of the Money Purchase Employees as are in contracted-out employment under
     the 1993 Act by reference to the Dawson Money Purchase Scheme shall
     continue to be in such contracted-out employment and RoweCom shall issue
     all notices and make all necessary elections and take any other steps
     necessary to achieve this.

                                     -142-
<PAGE>

APPENDIX - ACTUARY'S LETTER

"Pension Liabilities" will be calculated with an effective date of Membership
Transfer Date as:

A/B times C where

A is defined as the sum across each Transferring Members of the liability
calculated on the method and basis required by the Occupational Pension Scheme
(Minimum Funding Requirement and Actuarial Valuation Regulations 1996) except
that:


1.   for members in Dawson's employment on Membership Transfer Date, the
     assumption for the rate of statutory revaluation for deferred benefits
     (including revaluation of Guaranteed Minimum Pensions) shall be 2% per
     annum higher than in the basis referred to above (for the avoidance of
     doubt, this means that all deferred benefits for such members are assumed
     to be revalued at 6% per annum) as a proxy for the fact that there is no
     salary escalation in the basis referred to above; and

2.   that for all members mortality after retirement shall be based on actuarial
     mortality tables, PA80 (C=2010); and

3.   that benefits shall be assumed to be paid from age 60 for those members who
     have not yet retired; and

4.   pensions accrued after 6 April 1997 other than Guaranteed Minimum Pensions
     shall be assumed to increase at 4% per annum in payment.

B is defined as the sum across each member of the Dawson Fund of the liability
calculated on the method and basis required by the Occupational Pension Scheme
(Minimum Funding Requirement and Actuarial Valuation Regulations 1996) except
that


1.   for members in RoweCom's or Dawson's employment on Membership Transfer
     Date, the assumption for the rate of statutory revaluation for deferred
     benefits (including revaluation of Guaranteed Minimum Pensions) shall be 2%
     per annum higher than in the basis referred to above (for the avoidance of
     doubt, this means that all deferred benefits for such members are assumed
     to be revalued at 6% per annum) as a proxy for the fact that there is no
     salary escalation in the basis referred to above; and

2.   that for all members mortality after retirement shall be based on actuarial
     mortality tables, PA80(C=2010); and

3.   that benefits shall be assumed to be paid from age 60 for those members who
     have not yet retired; and

4.   pensions accrued after 6 April 1997 other than Guaranteed Minimum Pensions
     shall be assumed to increase at 4% per annum in payment.

C is defined as the market value of the assets of the Dawson Fund at Membership
Transfer Date.

                                     -143-
<PAGE>

"Shortfall" will be defined as X minus Y, if X is greater than Y or nil
otherwise where X and Y are defined below:

(X)  the sum across each member of the Dawson Fund who are not Transferring
     Members at Membership Transfer Date of the liability calculated on the
     method and basis required by the Occupational Pension Scheme (Minimum
     Funding Requirement and Actuarial Valuation Regulations 1996) except that:

1.   for members in RoweCom's employment on Membership Transfer Date, the
     assumption for the rate of statutory revaluation for deferred benefits
     (including revaluation of Guaranteed Minimum Pensions) shall be 2% per
     annum higher than in the basis referred to above (for the avoidance of
     doubt, this means that all deferred benefits for such members are assumed
     to be revalued at 6% per annum) as a proxy for the fact that there is no
     salary escalation in the basis referred to above; and

2.   that for all members mortality after retirement shall be based on actuarial
     mortality tables, PA80(C=2010); and

3.   that benefits shall be assumed to be paid from age 60 for those members who
     have not yet retired; and

4.   pensions accrued after 6 April 1997 other than Guaranteed Minimum Pensions
     shall be assumed to increase at 4% per annum in payment.

(Y)  the market value of the assets of the Dawson Fund less the Transfer Amount.

For the avoidance of doubt, appropriate asset adjustment factors shall be
applied to (A), (B) and (X) to convert the calculated amount to a market value
at the Membership Transfer Date.

"Adjusted Shortfall" is defined as the Shortfall at the Membership Transfer Date
adjusted by the Timing Adjustment to the Second Payment Date.

                                     -144-
<PAGE>

                                  SCHEDULE 8
                         Proforma Completion Accounts

The Completion Accounts will be set out as follows on a country-by-country
basis:

     Asset Businesses                        (Pounds)      (Pounds)

     Add:  Trade debtors
           Other debtors
           Prepayments
           Stocks
           Advance Publisher Payments

     Less: Publisher creditors
           Expense creditors
           Accruals
           Customer advances
           Deferred income
           Finance lease liabilities

                                            ___________   ___________
     Net working capital

     The Company and its subsidiaries

     Add:  Cash in hand and at bank
           Trade debtors
           Other debtors
           Prepayments
           Stocks
           Advance Publisher Payments

     Less: Publisher creditors
           Expense creditors
           Accruals
           Customer advances
           Deferred income
           Tax liabilities

                                            ___________   ___________
     Net working capital

                                     -145-
<PAGE>

                                  SCHEDULE 9
Accounting Policies and Procedures for the Completion Accounts and/or the First
                               Quarter Accounts


1.   GENERAL REQUIREMENTS

     The Completion Accounts will:

     (a)  consist of an aggregation at the Completion Date of the balance sheets
          of the Company, its subsidiaries and the assets and liabilities which
          are being transferred pursuant to this agreement or are those of any
          member of the Group and will consist only of those items in paragraph
          2 acquired relating to the Asset Businesses excluding any intercompany
          balances between the Company, its subsidiaries and the Asset
          Businesses;

     (b)  be prepared as if the Completion Date was the financial year end of
          the Group;

     (c)  be produced in sterling and will include overseas assets and
          liabilities translated at the closing mid market exchange rate quoted
          in The London Financial Times for the Completion Date;

     (d)  not re-appraise the value of any of the assets or create any
          additional liabilities of the Group as a result of the change in
          ownership of the Group other than normal adjustments for post-balance
          sheet events which are capable of being adjusted for under normal UK
          accounting standards and practices; and

     (e)  be prepared in accordance with the requirements of paragraph 3.

2.   BASIS OF ACCOUNTING

2.1  The Completion Accounts shall:-

     (a)  be prepared in accordance with the specific instructions set out in
          paragraph 2.2 below ("Specific Instructions") irrespective of whether
          or not the Specific Instructions are in accordance with Accounting
          Standards or in accordance with the accounting principles, bases,
          policies, methods or practices stated in or where not expressly
          stated, applied in the preparation of the Accounts;

     (b)  to the extent a matter is not covered by the Specific Instructions, be
          prepared in accordance with the accounting principles, bases,
          policies, methods and practices applied in the Accounts;

     (c)  to the extent that a matter is not covered by the Specific
          Instructions or by the accounting principles, bases, policies, methods
          and practices stated in the Accounts, be prepared in accordance with
          the requirements of the Companies Act 1985 and with all Accounting
          Standards applicable to a United Kingdom company to the extent that
          they are relevant in establishing the amount of net assets; and

                                     -146-
<PAGE>

     (d)  to the extent that a matter is not covered by paragraphs (a), (b) or
          (c) above, be prepared in accordance with generally accepted
          accounting practice applicable to a United Kingdom company and group.

2.2  Specific Instructions

     The Asset Businesses

     (a)  Revenue recognition

          The Completion Accounts will continue the Dawson's policy of
          recognising all revenue and gross profits on contracts at the time an
          order is placed with a publisher supported by an order previously
          received from a customer.

     (b)  Bank balances and borrowings

          No amount shall be included for bank balances or borrowings that are
          not transferred as part of this agreement.

     (c)  Trade Debtors

          Trade debtors will represent the outstanding balances from customers
          at the Completion Date. Customers in receivership or a form of
          liquidation or where there is a significant dispute, or they have
          notified in writing that they are refusing to pay or where there is a
          history of debt write-off anything over 12 months or where credit
          notes have been issued subsequent to the Completion Date shall be
          valued at NIL.

          Where an order has been placed with a publisher prior to the
          Completion Date supported by an order previously received from a
          customer, the Completion Accounts will include as a trade debtor the
          value to be invoiced to the customer less any amounts paid on account
          of those orders together with the related liability to publishers.

          No liability will be included in the Completion Accounts for customer
          credit balances in excess of two years at the Completion Date.

     (d)  Other Debtors

          Included and calculated in accordance with UK GAAP if realisable
          within 12 months.

     (e)  Prepayments

          Prepayments will be the relevant element of expenses paid before the
          Completion Date but which give a service or benefit for a defined
          period, which includes a period falling after the Completion Date.

                                     -147-
<PAGE>

          Advance Publisher Payments means any advance payments made by any
          member of the Dawson Group or any member of the Group prior to
          Completion to publishers.

          All amounts due from publishers relating to cancelled titles or any
          other reasons resulting in credit notes being issued to customers
          shall be included in trade debtors, subject to the other provisions of
          this paragraph.

          No software costs shall be included within prepayments.

     (f)  Publisher Creditors

          Publisher creditors are amounts owed to publishers in respect of
          orders placed with publishers to the extent not paid for and accruals
          for subsequent billings and increased prices.

     (g)  Expense Creditors

          Expense creditors shall include liabilities for which the Group has
          received an invoice from a Vendor for services performed or goods
          received prior to Completion.

     (h)  Customer advances

          The Completion Accounts will include, as a liability, provision for
          any monies received from customers before the Completion Date which do
          not relate to an order that has been transmitted to a publisher before
          the Completion Date.

     (i)  Deferred income

          If a customer has been invoiced for any lines for which an order has
          not been transmitted to a publisher then the sales invoiced value of
          those lines will be shown in the Completion Accounts as deferred
          income within liabilities.

     (j)  Accruals

          Provision shall be made for payments for staff for any work prior to
          the transfer date but not paid by the transfer date e.g. basic hours
          paid in arrears, overtime, lieu payments, pension payments, social
          security taxes, national insurance benefits, terminations decided on
          pre-Completion or by Dawson, bonuses relating to Completion or pre-
          Completion periods.

          Provision shall be made for "discounts" to be given to subscription
          customers for advance payment relating to the period prior to the
          Completion Date.  This will be calculated by calculating the
          proportion of the discount to be given, that relates to the period
          from the date of receipt of the advance payment to the Completion
          Date, compared to the period from the date of receipt of the advance
          payment to the normal due date for payment if no advance payment had
          been received from the customer.

                                     -148-
<PAGE>

          Provision shall be made for sick pay and holiday pay liabilities
          (where holiday pay liabilities shall be calculated in accordance with
          normal accounting practice historically adopted by each individual
          member of the Group) and 9/12 of "13/th/ month" payments or annual
          bonuses, calculated by reference to calendar years.

          No amounts shall be accrued relating to ongoing services to be
          provided to customers, except in respect of services performed before
          the Completion Date.

     (k)  Finance lease liabilities

          These will be calculated on each individual finance lease contract
          assumed on the basis of the sum of digits methodology for spreading
          interest charge over the life of the lease.  Otherwise in accordance
          with UK GAAP.

     (l)  Taxation

          Full provision shall be made for employment related taxes and VAT, and
          any items that relate both to pre-completion and post-completion
          periods shall be apportioned pro rata as to time.

          No amount shall be included relating to corporation tax, income tax,
          PAYE, VAT or other employment related/operational taxes and other
          taxes or duties relating to the Asset Businesses.

     (m)  The Company and its Subsidiaries

          In addition to all the above the Completion Accounts of the Company
          and its Subsidiaries (be they credit or debit balances) will also be
          included.

     (n)    Bank Borrowings

          The cash book balances of all bank accounts of the Company and the
          Subsidiaries (be they credit or debit balances) will be included.

     (o)  Tax liabilities

          The Completion Accounts will include provision for federal, state,
          city and local taxes and employment taxes relating solely to pre-
          Completion periods or apportioned by time in relation partly to pre-
          Completion periods.  No general or deferred tax balances shall be
          included.

                                     -149-
<PAGE>

                                  SCHEDULE 10
                                  Completion


1.   Subject to the terms and conditions of this agreement, at Completion Dawson
shall:-

1.1  In respect of the Businesses (to the extent applicable in each
jurisdiction):-

     (a)  make available to RoweCom at the Properties:-

          (i)   the Books and Records and that part of the Business Information
                which is in writing; and

          (ii)  the Loose Plant and all other Assets hereby agreed to be sold
                title to which can be transferred by delivery,

          with the intent that title in the Assets referred to in this clause
          (a) shall pass by and upon such delivery;

     (b)  deliver to RoweCom:-

          (i)   the Intellectual Property Assignments duly executed by Dawson or
                a member of the Dawson Group;

          (ii)  duly executed assignments and/or novations and consents thereto
                of such of the Contracts in the agreed terms as RoweCom shall
                require;

          (iii) release, under seal or certificate of non-crystallisation (or as
                otherwise applicable to the relevant jurisdiction) of charge of
                any Encumbrance to which any of the Assets, US Shares or Asset
                Businesses are subject duly executed by those entitled to the
                benefit thereof provided that for the purposes of this clause
                (b)(iii) only, the expression "Assets" shall not include the
                Properties (in respect of which the provisions of schedule 6
                apply);

          (iv)  a copy of the minutes of a meeting of the directors of Dawson in
                the agreed terms authorising the execution by Dawson of this
                agreement and all other documents specified herein;

          (v)   all vehicle registration documents issued by the Department of
                Transport in respect of any motor vehicles relating to the UK
                Business comprised in the Loose Plant together with all current
                test certificates and all current road fund licences;

          (vi)  any Supplemental Disclosure Letter; and

1.2  in respect of the Group generally:-

     (a)  the Tax Deed duly executed by Dawson;

                                     -150-
<PAGE>

          (i)   any service contracts for key employees; and

          (ii)  a copy of the ordinary resolution approving the sale and
                purchase of the Business in accordance with this agreement,

1.3  in respect of the Canadian Business:

     (a)  have delivered to RoweCom evidence satisfactory to RoweCom that all
          taxes to be paid by Dawson or any member of the Dawson Group in
          respect of the Business under the Retail Sales Tax Act (Ontario) and
          similar legislation in the Province of Quebec have been paid;

     (b)  Dawson shall, as soon as possible and in any event not later than five
          Business Days after the execution of this agreement, deliver to the
          RoweCom's Canadian Legal Counsel the following in relation to the
          Canadian Real Property to the extent that the same is in the
          possession or control of Dawson or any member of the Dawson Group:

          (i)   the title deeds relating to the Canadian Real Property; and

          (ii)  all surveys, site plans, approved plans pursuant to which
                binding permits were issued to allow development of the Canadian
                Real Property, architectural and engineering specifications,
                operating plans and drawings of any buildings or other
                structures located on the Canadian Real Property;

     (c)  The parties shall waive compliance with the provisions of the Bulk
          Sales Act (Ontario) or any other applicable bulk sales legislation in
          respect of the purchase and sale of the Purchased Assets related to
          the Canadian Business;

     (d)  Dawson and RoweCom shall provide evidence of registration for goods
          and services tax purposes of each of Faxon Canada Limited and the
          Canadian Purchaser, together with a joint election of such parties.
          RoweCom shall be responsible for all goods and services tax and
          provincial sales tax payable in Canada with respect to this
          transaction.

1.4  in respect of the French Business:-

     (a)  deliver or procure the delivery to RoweCom:-

          (i)   the French Business Agreement duly executed by Dawson France
                S.A.;

          (ii)  the French Escrow Agreement or the French Bank Guarantee duly
                executed by Dawson France S.A.;

          (iii) the French Real Property Option duly executed by Dawson France
                S.A.;

          (iv)  a certified copy of the minutes of the meeting of the board of
                directors and of Dawson France S.A. approving the sale and
                purchase of the French Business

                                     -151-
<PAGE>

                 and the French Real Property to RoweCom Group, and authorising
                 the execution of the French Business Agreement, the French
                 Escrow Agreement (or the French Bank Guarantee) and the French
                 Property Option and any other agreement necessary or required
                 to perform the sale and purchase contemplated under this
                 agreement and acknowledging the resignation of Messrs.
                 Delestaing and Coureaud as directors of the French Vendor;

          (v)    a certified copy of the minutes of the meeting of the workers'
                 committee (comite d'entreprise) of Dawson France S.A. rendering
                 its final advice on the sale of the French Business to RoweCom
                 Group;

          (vi)   pursuant to articles L.412-18 or L.425-1 or L.436-1 of the
                 French Employment Code, as the case may be, a certified copy of
                 the letter(s) of the relevant French Employment inspector
                 authorising the transfer of the protected French Employees to
                 the Purchaser of the French Business;

          (vii)  pursuant to article 15 of the French Business Transfer Law, the
                 Books of the French Business for the last three years, together
                 with their inventory, duly dated and countersigned by Dawson
                 France S.A.;

          (viii) the contract of employment of any French Assumed Employee; and

          (ix)   a certified copy of the resignation letters of Messrs. Coureaud
                 and Delestaing from their position as members of the board of
                 directors of the French Vendor with effect from the Completion
                 Date at the latest.

1.5  in respect of the Spanish Business:-

     (a)  deliver or have delivered to RoweCom evidence satisfactory to RoweCom:

          (i)    that all taxes and Social Security contributions to be paid by
                 Dawson or any member of the Dawson Group in respect of the
                 Spanish Business have been paid;

          (ii)   duly formalised written authorisation, as required by the
                 Spanish Tax Authorities, to the Spanish Purchaser to file for a
                 Tax Certificate regarding the Spanish Business pursuant to
                 Article 13.4 of the Reglamento General de Recaudacion (approved
                 by Royal Decree 1684/990, of December 20 1991) to certify the
                 Spanish Business has no pending tax liabilities;

          (iii)  all vehicle registration documents issued by the General
                 Directorate of Transport in respect of any motor vehicles
                 relating to the Spanish Business together with all current test
                 certificates and all current insurances and other permits
                 relating thereto;

          (iv)   Dawson shall, as soon as possible and in any event not later
                 than five Business Days after the execution of this agreement,
                 deliver to the RoweCom's Spanish Legal Counsel the following in
                 relation to the

                                     -152-
<PAGE>

                 Intellectual Property to the extent that the same is in the
                 possession or control of Dawson or any member of the Dawson
                 Group;

          (v)    that the consent of the lessor has been obtained for the
                 transfer of the Spanish Real Property to the Spanish Lessor.

          (vi)   the title deed relating to the Spanish Intellectual Property;
                 and the title of cancellation of the mortgage with respect
                 thereto; and

     (b)  deliver to RoweCom:

          (i)    A copy of the letter(s) addressed to the Spanish Employees
                 informing of their transfer to the Spanish Purchaser of the
                 Spanish Business; and

          (ii)   Books of the Spanish Business for the last four years, together
                 with their inventory, duly dated and countersigned by Dawson
                 Espana Agencia de Ediciones S.L.

1.6  in respect of the US Shares:-

     (a)  deliver or procure the delivery to RoweCom of signed, written
          resignations of all respective officers and directors of the Company
          and its Subsidiaries;

2.   Dawson shall use reasonable efforts to deliver to Rowecom's U.S. Legal
     Counsel the following documents in connection with the following
     properties, prior to Completion, but in any event within sixty (60) days
     after the signing of this agreement:

     (a)  15 Southwest Park, Westwood, Massachusetts ("Westwood, MA Property")

          (i)    All existing surveys of the Westwood, MA Property;

          (ii)   The existing title insurance policy for the Westwood, MA
                 Property;

          (iii)  Any existing Phase I environmental report in connection with
                 the Westwood, MA Property;

          (iv)   Copies of any leases affecting the Westwood, MA Property (if
                 available);

          (v)    Copies of any service contracts, warranties or guarantees
                 affecting the Westwood, MA Property (if available); and

          (vi)   Copies of any structural or engineering reports prepared in
                 connection with the Westwood, MA Property (if available).

     (b)  1001   West Pines, Oregon, Illinois ("Oregon, Ill Property")

          (i)    All existing surveys of the Oregon, Ill Property;

                                     -153-
<PAGE>

          (ii)   Any existing Phase I environmental report in connection with
                 the Oregon, Ill Property;

          (iii)  Copies of any leases affecting the Oregon, Ill Property (if
                 available);

          (iv)   Copies of any service contracts, warranties or guarantees
                 affecting the Oregon, Ill Property (if available); and

          (v)    Copies of any structural or engineering reports prepared in
                 connection with the Oregon, Ill Property (if available).

3.   To the extent not previously delivered and included in the Disclosure
     Letter, Dawson shall, as soon as practicable, but in no event later than
     five (5) days after the execution of this agreement, deliver to Rowecom's
     U.S. Legal Counsel the following documents in connection with the following
     properties;

     (a)  4425 Brookfield, Chantilly, Virginia ("Chantilly, VA Property");

          (i)    Copy of the lease between F.W. Faxon Company ("Faxon") and its
                 landlord at the Chantilly, VA Property.

     (b)  5838 Edison Place, Carlsbad, California ("Carlsbad, CA Property"); and

          (i)    Copy of the lease between Electronic Online Systems
     International, Inc. ("EOS") and EOS' landlord.

4.   Dawson shall execute and/or deliver at Completion (or cause to be executed
     and delivered) with respect to the Carlsbad, CA Property a sublease, in a
     form reasonably acceptable to Rowecom and Dawson, from EOS to Dawson
     Information Quest, Inc. ("DIQ").

5.   At Completion:

     (a)  The Spanish Purchaser and the Spanish Vendor shall execute and deliver
          (or procure the execution and delivery of):

          (i)    the duly notarised Spanish Business Agreement;

          (ii)   any other private or public document which may be necessary for
                 the valid transfer and, if applicable, registration of the
                 Assets of the Spanish Business in favour of the Spanish
                 Purchaser.

     (b)  RoweCom and Dawson shall execute and deliver (or procure the execution
          and delivery of):-

          (i)    the duly executed IQ Software Licence;
          (ii)   the duly executed Folkestone Lease;
          (iii)  the duly executed Oregon Lease;

                                     -154-
<PAGE>

          (iv)   the Guarantee by RoweCom in the agreed terms of the obligations
                 of Laverton Holding B.V. under a Licence of the non-US
                 intellectual property rights in the IQ Software;
          (v)    the duly executed lease for the US Property 5838 Edison Place,
                 Carlsbad, California 92008.

     (c)  RoweCom shall produce the duly executed performance guarantees
          referred to in clause 11.1.

     (d)  RoweCom shall, subject to the provisions of clause 5.2, issue and
          allot the First Tranche shares to Dawson (or as it may otherwise
          direct).

                                     -155-
<PAGE>

                                  SCHEDULE 11
                             Agreed Terms Documents

List of Assumed Employees identifying the French Employees

List of legally protected French Employees

List of Contracts

List of Excluded Assets

Fixed Asset Register

List of registered Intellectual Property

Intellectual Property Assignments

Assignments and/or novations and consents relating to the Contracts

Dawson's Board Minutes

RoweCom's Board Minutes

Notification of Change of Ownership of Business

Letter(s) to Employees

Press Release

Accounts

Management Accounts

Lease of Folkestone UK

IQ Software Licence

Evidence from RoweCom's bankers of its working capital facility

Lease of Oregon

List of Trade Names

Tax Deed

Directors' Resignations for all US Companies

Losses

Shared Services Letter

RoweCom Guarantee

French Lease

                                     -156-
<PAGE>

                                  SCHEDULE 12

Schedule 12

<TABLE>
<CAPTION>
                                                                                       Consideration
                                                           Purchase Price                  Paid by
                                                         Allocated to Seller          RoweCom Canada ULC
                                                      -------------------------    ------------------------
<S>                                                   <C>                          <C>
Faxon Canada Limited


Land & Buildings                                                        430,000                     430,000
Furniture                                                               180,000                     180,000
DP Equipment                                                            690,000                     690,000
Vehicles                                                                      0                           0
Intangibles                                                           2,070,000
                                                      -------------------------

Total                                                                 3,370,000


Dawson France S.A.

Land & Buildings                                                      1,600,000
Furniture                                                               125,000
DP Equipment                                                            100,000
Vehicles                                                                 10,000
Trademark, Patent, Clientele, & Goodwill                                125,000
Customer Lists, Contracts with Customers                              3,040,000
                                                      -------------------------

Total                                                                 5,000,000


Dawson Espana Agencia
de Ediciones

Land & Buildings                                                              0
Furniture                                                                16,000
DP Equipment                                                                  0
Vehicles                                                                      0
Intangibles                                                             979,000
                                                      -------------------------

Total                                                                   995,000



Dawson UK Limited

<CAPTION>

                                                           Consideration            Consideration
                                                              Paid by                 Paid by
                                                         RoweCom France SARL      RoweCom Espana SL
                                                       ----------------------    --------------------
<S>                                                    <C>                       <C>
Faxon Canada Limited


Land & Buildings
Furniture
DP Equipment
Vehicles
Intangibles


Total



Dawson France S.A.

Land & Buildings                                                    1,600,000
Furniture                                                             125,000
DP Equipment                                                          100,000
Vehicles                                                               10,000
Trademark, Patent, Clientele, & Goodwill                              125,000
Customer Lists, Contracts with Customers


Total



Dawson Espana Agencia
de Ediciones

Land & Buildings                                                                                    0
Furniture                                                                                      16,000
DP Equipment                                                                                        0
Vehicles                                                                                            0
Intangibles


Total



Dawson UK Limited
</TABLE>

                                     -157-
<PAGE>

                           SUPPLEMENT TO SCHEDULE 12

                                  RoweCom, Inc
                               Dawson Transaction
                               Cash Flows Summary
                                 (in UK Pounds)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                            Price Paid         Adjustment           Earnout
---------------------------------------------------------------------------------------------------------------------------------
                                                            At Closing        Sec. 2.4(b),         Sec. 2.4             Total
                                                            ------------      ------------        ------------          -----
                                                                                  (c)                  (d)
                                                                                  ---                  ---
<S>                                                         <C>               <C>                 <C>                   <C>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
RoweCom Global Holdings, Ltd.
(BVI)
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson UK,
     Ltd.                                                      3,875,000                             3,160,000          7,035,000
---------------------------------------------------------------------------------------------------------------------------------
     To Faxon Canada Limited                                   1,500,000                               570,000          2,070,000
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson Holdings, PLC                                     750,000                                                  750,000
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                0
---------------------------------------------------------------------------------------------------------------------------------
RoweCom UK,                                                                                                                     0
Ltd.
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson
     France SA                                                 3,040,000                                                3,040,000
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson Espana Agencia de
     Ediciones                                                   709,000                               270,000            979,000
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson UK,
     Ltd.                                                        600,000                                                  600,000
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                0
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                0
---------------------------------------------------------------------------------------------------------------------------------
RoweCom France SARL                                                                                                             0
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    -159-
<PAGE>

<TABLE>
<S>                                                          <C>                 <C>               <C>                <C>
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson                                                 1,960,000                                                1,960,000
     France SA
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                0
---------------------------------------------------------------------------------------------------------------------------------
Rowe Communication Espana, S.L.                                                                                                 0
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson Espana Agencia de
     Ediciones                                                    16,000                                                   16,000
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                0
---------------------------------------------------------------------------------------------------------------------------------
RoweCom ULC (Canada)                                                                                                            0
---------------------------------------------------------------------------------------------------------------------------------
     To Faxon Canada Limited                                   1,300,000                                                1,300,000

---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                0
---------------------------------------------------------------------------------------------------------------------------------
RoweCom, Inc.                                                                                                                   0
(US)
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson UK,
     Ltd.                                                     14,000,000           1,500,000                           15,500,000
---------------------------------------------------------------------------------------------------------------------------------
     To Dawson Holdings, PLC
     (IQ)                                                        750,000                                                  750,000
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Total                                                         28,500,000           1,500,000         4,000,000         34,000,000
                                                             ===========         ===========        ==========        ===========
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     -160-
<PAGE>

                                  SCHEDULE 13
                              Confirmation Letter


RoweCom Inc.



                                                                          . 1999

Dear Sirs

Purchase of the Subscriptions Business of the Dawson Group
----------------------------------------------------------

We refer to the Purchase and Sale Agreement dated 1999 between RoweCom Inc. and
Dawson Holdings plc (the "Purchase Agreement"). Words and expressions defined in
the Purchase Agreement have the same meanings in this letter. For the purposes
of this letter "material" has the same meaning as in clause 4.2 of the Purchase
Agreement.

We hereby confirm to you that:-


1.   Dawson has complied in all material respects with those of its obligations
     under the Purchase Agreement which it is obliged to perform prior to
     Completion; and

2.   None of the Warranties was untrue or inaccurate in any material respect at
     or prior to the date of Completion by reference to the facts or
     circumstances then subsisting.

Yours faithfully,



________________________________________
[Director] (without personal liability)
duly authorised, for and on behalf of
Dawson Holdings plc

                                     -161-
<PAGE>

                                  SCHEDULE 14

                            Permitted Encumbrances

"Permitted Encumbrances" means in respect of the Canadian and US Real Property:


1.   all reservations, limitations, provisos and conditions expressed in any
     original grants from the Crown, as may be varied by statute;

2.   liens and inchoate liens for realty taxes, charges, rates and assessments
     and charges for utilities, in each case not yet due or in arrears;

3.   undetermined or inchoate liens and charges incidental to current
     construction or current operations that have not been filed or registered
     in accordance with applicable law or that relate to obligations neither due
     nor delinquent or that have by operation of law expired or been
     extinguished;

4.   any title defects, irregularities, easements or encroachments that might be
     disclosed by an up-to-date plan of survey or inspection of the Canadian
     Real Property and US Real Property;

5.   the provisions of registered governing municipal by-laws, including
     (without limitation) those relating to zoning;

6.   any easements, leases, restrictions, charges or other interests or
     instrument not disclosed by registered title;

7.   any minor title defects, restrictive covenants that in the aggregate do not
     materially affect the use, operation or marketability of the Canadian Real
     Property and US Real Property;

8.   any rights of expropriation, access or use, or any other similar rights
     conferred or reserved by or in any statute of Canada or Ontario;

9.   any registered restrictions or covenants that run with the Canadian Real
     Property and US Real Property, including private deed restriction
     restrictions and public or private rights-of-way, provided that they are
     presently being complied with and do not materially interfere with the
     present use of the Canadian Real Property and US Real Property;

10.  any registered or unregistered regional, county, municipal, governmental or
     other agreements, or agreements with publicly or privately regulated
     utilities, provided that they are presently being complied with and do not
     materially interfere with the present use of the Canadian Real Property and
     US Real Property;

11.  any easements for supply of domestic utility or telephone services to the
     property or adjacent properties, provided that they do not materially
     interfere with the present use of the Canadian Real Property and US Real
     Property;

12.  any easements or agreements for drainage, storm or sanitary services,
     public utility lines, cable television lines, communication lines and
     works, or other services or works provided

                                     -162-
<PAGE>

     that they do not materially affect the present use of the Canadian Real
     Property and US Real Property; and

13.  Any registered or unregistered easements or other rights in favour of
     Dawson.

                                     -163-
<PAGE>

                                  SCHEDULE 15
                        Registration of RoweCom Shares


1.   Filing of Registration Statement

     As promptly as is practicable after RoweCom is eligible to register the
     RoweCom Shares for resale by Dawson on SEC Form S-3 (or any successor
     "short-form" registration statement, including proposed SEC Form B),
     RoweCom will file a registration statement with the SEC for this purpose.

     If RoweCom is not eligible to file a registration statement on Form S-3 by
     March 9, 2000 (other than by reason of a failure to comply with applicable
     securities laws filing requirements, which failure is caused by RoweCom's
     inability to file any required financial statement or other information
     with respect to the pre-Completion operations of the Group), then as
     promptly as practicable (but in any event within 30 days) following such
     date, RoweCom will instead file a registration statement on SEC Form S-1 or
     other available form of registration statement for purposes of registering
     the RoweCom Shares for resale by Dawson.

     Regardless of form, the registration statement filed by RoweCom pursuant to
     this Schedule 15 is referred to herein as the "Registration Statement".

2.   Effectiveness of Registration Statement

     Following filing of the Registration Statement, RoweCom will use its best
     reasonable efforts to cause the Registration Statement to become effective
     as promptly as practicable and to remain effective until the earlier of (i)
     such time at which Dawson is eligible under SEC Rule 144 to sell all
     remaining RoweCom Shares held by it within a 95-day period, or (ii) the
     second anniversary of Completion.

3.   Delay in Filing; Suspension of Sales

     Notwithstanding the foregoing or any other provision of this Schedule 15,
     RoweCom for not more than 90 days may delay filing the Registration
     Statement if RoweCom determines in good faith that such registration might
     (i) interfere with or affect the negotiation or completion of any
     transaction that is being contemplated by RoweCom (regardless of whether a
     final decision has been made to undertake such transaction) at the time the
     right to delay is exercised, or (ii) involve initial or continuing
     disclosure obligations that might not be in the best interest of RoweCom's
     stockholders.

     If at any time or from time to time after the Registration Statement
     becomes effective, RoweCom advises Dawson that RoweCom considers it
     appropriate for the Registration Statement to be amended (including
     amendments to be made by filing with the SEC any document(s) that will be
     incorporated into the Registration Statement), Dawson will not sell any
     RoweCom Shares until RoweCom advises Dawson that the Registration Statement
     has been so amended; provided, that RoweCom may not exercise this sale-
     suspension right more than once in any six-month period.

                                     -164-
<PAGE>

     RoweCom will use its best reasonable efforts to cause any such amendment to
     be made as promptly as practicable (but in any event will make such
     amendment within 60 days), after the date on which it advises Dawson of the
     need to amend the Registration Statement.

     If Dawson breaches its obligations under this Section 3, then
     notwithstanding any other provision of this Schedule 15, and in addition to
     any other remedies that RoweCom might have in respect of such breach,
     RoweCom will not be required to indemnify or contribute to Dawson, and
     Dawson will indemnify or (as applicable) contribute to RoweCom in respect
     of any Damages (as defined below) arising out of or based on any untrue
     statement (or alleged untrue statement) of any material fact contained in
     the Registration Statement, any preliminary or final prospectus contained
     therein, any amendment or supplement thereto, or any document incorporated
     by reference therein, or any omission (or alleged omission) to state
     therein any material fact required to be stated therein or necessary to
     make the statements therein (in the case of any prospectus or amendment or
     supplement thereto, in light of the circumstances in which they were made),
     not misleading; but in the case of indemnification or contribution by
     Dawson, only to the extent that RoweCom's Damages arise out of or are based
     on such breach by Dawson.

4.   Registration Expenses

     RoweCom will pay all costs and expenses of effecting any registration
     pursuant to this Schedule 15, including all registration and filing fees
     (including NASD and stock exchange filings), costs of complying with
     federal and state securities laws, printing expenses, the fees and
     disbursements of its own counsel and accountants, and up to $10,000 of the
     reasonable fees and expenses of one counsel for Dawson.

5.   Current Public Information

     RoweCom will use its best reasonable efforts to make and keep publicly
     available such current public information as is necessary to enable Dawson
     to resell the RoweCom Shares pursuant to SEC Rule 144.

6.   Delegending of Certificates

     Upon receipt of a certificate certifying (i) that Dawson has held the
     RoweCom Shares for such period after which the exemption from registration
     pursuant to which SEC Rule 144(k) may be available (currently two years),
     and (ii) that Dawson has not been an affiliate (as defined in SEC Rule 144)
     of RoweCom for such period after which such exemption may be available
     (currently three months), RoweCom will remove from the stock certificates
     representing the RoweCom Shares any restrictive legend relating to the
     registration provisions of the Securities Act. RoweCom will also remove any
     such restrictive legend upon sale of the RoweCom Shares pursuant to the
     Registration Statement or pursuant to Rule 144.

7.   Indemnification by RoweCom

     Subject to the provisions of the final paragraph of Section 3 above,
     RoweCom will indemnify Dawson and its officers, directors, employees, and
     agents, and each person, if

                                     -165-
<PAGE>

     any, who controls (within the meaning of the Securities Act) any of the
     foregoing, and their respective successors and assigns, against any and all
     damages, losses, claims, demands, actions, causes of action, suits,
     litigations, arbitrations, liabilities, costs, and expenses, including
     court costs and the reasonable fees and expenses of legal counsel
     (collectively, "Damages") arising out of or based upon any untrue statement
     (or alleged untrue statement) of any material fact contained in the
     Registration Statement, any preliminary or final prospectus contained
     therein, any amendment or supplement thereto, or any document incorporated
     by reference therein, or any omission (or alleged omission) to state
     therein any material fact required to be stated therein or necessary to
     make the statements therein (in the case of any prospectus or amendment or
     supplement thereto, in light of the circumstances in which they were made),
     not misleading, or any violation by RoweCom, in connection with the
     Registration Statement, of the Securities Act or any rule or regulation
     promulgated thereunder; provided, however, that RoweCom will not be liable
     to the extent that any such Damages arise out of or are based on any untrue
     statement or omission made in reliance upon and in conformity with
     information with respect to Dawson furnished to RoweCom by Dawson in
     writing expressly for use in the Registration Statement.

8.   Indemnification by Dawson

     Without prejudice to the provisions of the final paragraph of Section 3
     above, Dawson will indemnify RoweCom and its officers, directors,
     employees, and agents, and each person, if any, who controls (within the
     meaning of the Securities Act) any of the foregoing, and their respective
     successors and assigns, against any and all Damages arising out of or based
     upon any untrue statement of any material fact contained in the
     Registration Statement, any preliminary or final prospectus contained
     therein, any amendment or supplement thereto, or any document incorporated
     by reference therein, or any omission to state therein any material fact
     required to be stated therein or necessary to make the statements therein
     (in the case of any prospectus or amendment or supplement thereto, in light
     of the circumstances in which they were made), not misleading, but only if
     and to the extent that such statements or omissions were made in reliance
     upon and in conformity with information with respect to Dawson furnished to
     RoweCom by Dawson in writing expressly for use in the Registration
     Statement; provided, that Dawson's maximum liability in respect of the
     Registration Statement will be limited to the amount of the aggregate sale
     proceeds of the RoweCom Shares sold by Dawson pursuant to the Registration
     Statement.

9.   Indemnification Proceedings

     Each party entitled to indemnification pursuant to this Schedule 15 (the
     "Indemnifiee") will give notice to the party required to provide
     indemnification (the "Indemnifior") promptly after the Indemnifiee acquires
     actual knowledge of any claim as to which indemnity may be sought, and will
     permit the Indemnifior (at his, her, or its expense) to assume the defense
     of any claim or any litigation resulting therefrom with counsel reasonably
     satisfactory to the Indemnifiee (it being agreed in advance that Bingham
     Dana LLP or Katten Muchin & Zavis will be satisfactory); provided, that any
     failure or delay by any Indemnifiee in giving such notice will relieve any
     Indemnifior of his, her, or its obligations under this Schedule 15 only to
     the extent, if any, that such Indemnifior is actually prejudiced; and
     further provided, that the Indemnifior may so assume the defense only if it
     gives written notice of such assumption to the Indemnifiee within 15 days
     following its receipt of the Indemnifiee's notice pursuant

                                     -166-
<PAGE>

     to this section. Except with the prior written consent of an Indemnifiee
     (which consent will not be unreasonably withheld or delayed), no
     Indemnifior, in the defense of any such claim or litigation, will consent
     to entry of any judgment or enter into any settlement that does not include
     the giving by the claimant or plaintiff to such Indemnifiee of a release
     from all liability in respect of such claim or litigation.

     Notwithstanding anything to the contrary herein, any Indemnifiee will have
     the right to employ separate counsel to represent such Indemnifiee, if in
     the reasonable opinion of the Indemnifiee's counsel, there exists or may
     exist a material conflict of interest between the Indemnifior and the
     Indemnifiee with respect to such claim or litigation, such that
     representation of the Indemnifior and the Indemnifiee by the same counsel
     is not appropriate, and in that case the reasonable fees and expenses of
     the Indemnifiee's separate counsel will be borne by the Indemnifior.

     Each of the parties will cooperate with the others in the defense of any
     claim or litigation pursuant to this section and will make available to the
     party assuming control of the defense thereof all such records, materials,
     and information as the assuming party may reasonably request.

10.  Contribution

     If and to the extent that the indemnification provided for in this
     Schedule 15 is unavailable to a party that would have been an Indemnifiee
     in respect of any Damages referred to herein, then in lieu of indemnifying
     such Indemnifiee, each party that would have been an Indemnifior hereunder
     will contribute to the amount paid or payable by such Indemnifiee as a
     result of such Damages in such proportion as is appropriate to reflect
     their relative fault in connection with the statements or omissions (or in
     the case of RoweCom, the alleged misstatements or omissions) that resulted
     in such Damages. Relative fault will be determined by reference to, among
     other things, whether the statement or omission (or in the case of RoweCom,
     the alleged misstatement or omission) relates to information supplied by
     the Indemnifior or an Indemnifiee and the parties' relative intent,
     knowledge, access to information, and opportunities to correct or prevent
     such statement or omission.

     The parties agree that it would not be just and equitable if contribution
     pursuant to this section was determined by pro rata allocation or by any
     other method of allocation that does not take account of the equitable
     considerations referred to above in this section.

     No person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) will be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation.

11.  Precedence

     In the event of any inconsistency or conflict between the provisions of
     this Schedule 15 and those of any other part of this agreement, the
     provisions of this Schedule 15 will supersede and control such other
     inconsistent or conflicting provisions.

                                     -167-
<PAGE>

                                  SCHEDULE 16
                              Assumed Liabilities

                                     -168-
<PAGE>

                                  SCHEDULE 17

       Accounting Policies and Procedures for the First Quarter Accounts


1.   First Quarter Accounts

     The overriding principle in the preparation of the first quarter accounts
     will be to comply with the items listed below, subject thereto to adopt
     bases, policies, procedures and methods consistent with those used in the
     preparation of the gross profit for the quarter ending 31st December 1998,
     and that the Business continues to trade on the same basis as the previous
     years with its customers and subject thereto in accordance with UK GAAP.

2.   Gross Profit Recognition

2.1  Sales income and gross profit will be recognised at the time an order is
     sent to a publisher on behalf of a customer irrespective of the timing of
     the invoice (either final, proforma or initial) being raised on the
     customer.

2.2  The gross profit will be the difference between the full value invoiced to
     the customer, before any discount granted under any prepayment discount
     programme (where that was the practice for the relevant business in the
     quarter ended 31 December 1998), and the amount paid to or to be invoiced
     by the publisher.

2.3  The sales income will therefore include all amounts invoiced to customers
     before the Completion Date for which orders have not been placed with the
     publishers before Completion but for which orders in the First Quarter are
     placed and which were shown as deferred income in the Completion Accounts.

2.4  Any release of unallocated credits will not form part of the gross profit.

2.5  Provision shall be made for credits to customers in the period in which
     they fall.

2.6  The First Quarter Accounts shall include all sales income and gross profit
     from customers who were Dawson customers on the Announcement Date (other
     than those who formally notified the Dawson Group or RoweCom prior to the
     Announcement Date that they intended to cease to be customers of the
     subscriptions business of the Dawson Group) and remained customers of
     RoweCom, having orders placed with publishers on their behalf in the First
     Quarter, irrespective of whichever company with the enlarged RoweCom Group
     places that order.

2.7  In so far as orders would have been placed in the First Quarter but were
     delayed by administrative reasons, including obtaining necessary approval
     under the Fedlink contract, until the end of the first quarter and were
     placed by 31 January 2000, then these orders shall be treated as if they
     had been placed in the first quarter to the extent that an equivalent order
     had been placed under Fedlink by the same customer and the revenue
     generated by such order had been included in the Estimated First Quarter
     Profit Amount.

                                     -169-
<PAGE>

2.8  Base currency rates used with internal systems to calculate the value of
     cost sales for overseas publishers' products must be the current market
     rates of exchange for the day in which the order is sent.

2.9  The First Quarter Profit Amount and the gross profit for the quarter ended
     31 December 1998 (the "Estimated First Quarter Profit Amount") shall be
     calculated in the local currency of each of the Group Businesses. These
     amounts shall be translated into sterling at the average of the average
     exchange rate for the quarter ended 31 December 1998 and the average
     exchange rate for the First Quarter (average exchange rate calculated as
     the average of the mid-price rates published in the London Financial Times
     for the relevant periods).

2.10 No account will be taken of the Books Business.

                                     -170-
<PAGE>

                                  SCHEDULE 18
                                     Losses


<TABLE>
<CAPTION>
                       Federal              Federal                 Federal
                           NOL                  R&D              AMT Credit
<S>                  <C>                   <C>                   <C>              <C>
3/31/89                                                           $184,698
3/31/90                                                           $ 39,005
3/31/91                                                           $ 86,303
3/31/92                                    $216,711
3/31/93                                    $294,715
3/31/94              $ 5,272,361
9/30/94                                                           $ 31,343
9/30/95              $12,384,244
9/30/96              $ 1,107,943
9/30/97              $    12,609                                                  Federal NOL addition
                                                                                  represents the conversion
                                                                                  of charitable
                                                                                  contributions to NOL.
9/30/98              $   145,593                                  $ 41,020        Federal NOL addition
                                                                                  represents the conversion
                                                                                  of charitable
                                                                                  contributions to NOL.
</TABLE>

                                     -171-
<PAGE>

Signed by                                        )
for and on behalf of                             )     DAWSON HOLDINGS PLC
DAWSON HOLDINGS PLC                              )
in the presence of:-                             )

Signed by                                        )
for and on behalf of                             )     ROWECOME INC.
ROWECOM INC.                                     )
in the presence of:-                             )


Signed by                                        )
for and on behalf of                             )     DAWSON FRANCE S.A.
DAWSON FRANCE S.A.                               )
in the presence of:-                             )


Signed by                                        )
for and on behalf of                             )     FAXON CANADA LTD
FAXON CANADA LTD                                 )
in the presence of:-                             )


Signed by                                        )
for and on behalf of                             )     DAWSON ESPANA AGENCIE DE
DAWSON ESPANA AGENCIE DE EDICIONES               )     EDICIONES
in the presence of:-                             )

                                     -172-
<PAGE>

Signed by                                        )
for and on behalf of                             )     DAWSON U.K. LIMITED
DAWSON U.K. LIMITED                              )
in the presence of:-                             )



Signed by                                        )
for and on behalf of                             )     DAWSON OVERSEAS HOLDINGS
DAWSON OVERSEAS HOLDINGS LIMITED in the          )     LIMITED
presence of:-                                    )

                                     -173-