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                                                                   Exhibit 10.19


                                PROQUEST COMPANY

                             FINANCE CODE OF ETHICS

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                             FINANCE CODE OF ETHICS

        Our Shared Beliefs and Values

        CULTURE

                .   Customer Focus      .   Innovation

                .   Teamwork            .   Agility

                .   Openness

        PERFORMANCE

                .   Quality             .   Speed

                .   Excellence          .   Profitability

                .   Responsibility

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                  <C>
I.       General Principles and Applicability................         1

II.      Dealing with Government Officials...................         1
         1.  Political Contributions.........................         1
         2.  Payments or Loans...............................         2

III.     Conflict of Interest Issues.........................         2
         1.  Relationships with Suppliers, Publishers,
             Customers and Other Business Partners...........         2
         2.  Outside Activities..............................         4
         3.  Share Ownership.................................         5
         4.  Representing ProQuest Company...................         5

IV.      Internal Control....................................         5
         1.  Protection of Assets and Information............         5
         2.  Internal Control Systems/Reports/Records........         6
         3.  Confidentiality of Undisclosed Information......         6

V.       Quality.............................................         7

VI.      Respect for Associates and Business Partners........         7

VII.     Protection of the Environment.......................         7

VIII.    Relationships with Competitors and Business Partners         7

IX.      Dealing with Foreign Trade Governments and
         Customers - International Trade Laws................         8

X.       Comply with the Code................................         9
         1.  Questions about the Code........................         9
         2.  Sanctions   ....................................        10
</TABLE>

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I.      General Principles and Applicability

        YOUR RESPONSIBILITY

        Each Finance associate has a responsibility to be familiar with and
        comply with the detail and spirit of the Finance Code of Ethics and
        other Company policies and guidelines. Also, where applicable,
        compliance is required with employment contracts, work place rules and
        standards of conduct.

        Protecting ProQuest Company's reputation means abiding by the Code of
        Ethics around the clock. Even off the job, you are perceived by others
        as a representative of ProQuest Company.

        It is also important that you encourage other associates to uphold this
        Code of Ethics and cooperate with the Company in enforcing its
        provisions. The reputation and viability of ProQuest Company may be at
        stake.

        SCOPE OF APPLICATION

        The nature of some of the Company's objectives may require standards of
        conduct more specific than those set forth in this Code of Ethics. In
        those cases, supplemental standards for certain business units, regions
        or individual operations may be developed in cooperation with Human
        Resources.

        COMPLY WITH THE LAW

        The basic policy underlying this Code of Ethics is the Company's
        commitment to conduct its business in full compliance with applicable
        law. Associates are responsible for understanding and conforming their
        conduct to the legal requirements relevant to their jobs and
        communicating this standard to those they supervise.

II.     DEALING WITH GOVERNMENT OFFICIALS

        1.      POLITICAL CONTRIBUTIONS

        Payments, gifts, loans, or services provided by ProQuest Company or its
        subsidiaries to any political party or committee or a candidate for, or
        a holder of, a political office are permitted

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        only if in compliance with applicable law, local policy and approved in
        advance by ProQuest Company Board of Directors in the annual budget as
        part of the operating plan.

        2.      PAYMENTS OR LOANS

        Payments or loans of corporate, subsidiary or personal funds or
        transfers of anything else of value to a government official or
        associate for the purpose of obtaining, retaining or directing business
        to ProQuest Company or any of its subsidiaries or affiliates or other
        persons are prohibited.

III.    CONFLICT OF INTEREST ISSUES

        1.      RELATIONSHIP WITH SUPPLIERS, PUBLISHERS, CUSTOMERS AND OTHER
                BUSINESS PARTNERS

        Associates must avoid personal interests or financial activities that
        conflict, or appear to conflict, with ProQuest Company's interests or
        that influence, or appear to influence, their judgment or actions in
        performing their duties as associates. In particular, associates must
        comply with the following guidelines dealing with gifts, meals,
        entertainment, and other benefits from business partners:

                a)      ProQuest Company associates should never request or
                        solicit offers for entertainment, meals, gifts or other
                        gratuities, or personal services or favors from business
                        partners.

                b)      Business meals as the guest of a business partner may be
                        accepted if they are offered voluntarily, have a
                        legitimate business purpose and are an integral part of
                        the work agenda (e.g., lunch during a seminar or
                        meeting, cocktail reception following meetings or dinner
                        incorporated into a continuing work period). Associates
                        have a responsibility to review with their supervisors
                        on an ongoing basis about the frequency and nature of
                        meals and entertainment paid for by business partners.

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                c)      Travel and overnight accommodations paid for by a
                        business partner are not allowed. Exceptions are
                        permitted for business travel in a business partner's
                        plane with the prior approval of an immediate supervisor
                        and at least a vice president. If a business partner
                        pays for accommodations or provides "in-house"
                        accommodations, you should determine the fair value,
                        make appropriate payment to the business partner, and
                        arrange for reimbursement via your expense report.

                d)      Attendance at sports events and activities, shows or
                        other appropriate entertainment or social activities as
                        the guest of the same business partner is not allowed
                        more than three times a year. A representative of the
                        hosting company must be present.

                e)      If associates use ProQuest Company suppliers, publishers
                        or customers to provide goods or perform services of a
                        personal nature, fair-market value must be paid for the
                        goods or services, and the payment must be documented.

                f)      Solicitation or acceptance of personal finance
                        assistance of any kind from a supplier, publisher or
                        customer, other than a financial institution in the
                        ordinary course of its business, is prohibited.

                g)      Sponsorship by a supplier, publisher or other customer
                        of ProQuest Company events, of birthday, retirement or
                        other company parties is not allowed. Similarly, neither
                        an associate nor an associate on behalf of the company
                        should solicit or accept supplier participation in
                        associate- or company-sponsored charitable or
                        quasi-charitable endeavors. Such participation could
                        introduce variables other than cost, quality and
                        delivery into the supplier-selection process.

                h)      Associates may take advantage of discounts and other
                        promotions offered by ProQuest Company suppliers,
                        publishers or customers, provided such discounts are
                        available to all ProQuest Company associate. Discounts
                        that have been solicited or

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                        bargained for in connection with obtaining or providing
                        goods or services on behalf of ProQuest Company or that
                        are only offered to a limited group of associates are
                        prohibited.

                i)      Associates and their families should never solicit gifts
                        or accept other personal benefits from ProQuest Company
                        suppliers, publishers or other customers. Promotional
                        material and other items of value up to U. S. $50 or
                        less may be accepted if made voluntarily and there is no
                        reasonable likelihood the gifts will influence your
                        judgment or actions performing your duties. Benefits
                        received in the normal course of suppliers discount
                        programs, i.e., GM Supplier discounts, airline mileage
                        awards, are excluded from this provision. Gifts above
                        this value should not be accepted and the giver should
                        be advised of ProQuest Company policy.

        If you have questions (e.g., in an international setting where rejection
        of the gift would be considered culturally discourteous) you should
        review the matter with your supervisor, the contact referred to in
        Section X.

        2.      OUTSIDE ACTIVITIES

        Associates may not serve on boards of directors of companies operated
        for profit without ProQuest Company's approval.

        Associates may not engage in recurring private business activities that
        interfere with their ProQuest Company duties and may not, without prior
        approval, work or otherwise perform services for hire for business
        partners or competitors.

        In their personal capacities, associates may participate in community,
        government, educational and civic organizations and may serve on the
        boards of directors of private clubs, educational institutions,
        charities and hospitals, provided that such participation or service
        does not interfere with their duties as ProQuest Company associates.

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        3.      SHARE OWNERSHIP

        ProQuest Company associates and their immediate family members may not
        hold directly or indirectly, any undisclosed share ownership interest in
        excess of 1% in their business partners or other concerns having current
        or proposed business relationships with ProQuest Company.

        4.      REPRESENTING PROQUEST COMPANY

        Associates who participate in or serve on the boards of community,
        government, educational, civic or other non-profit organizations as
        representatives of the Company must obtain prior approval from the
        authority level established by the business unit.

        Members of the ProQuest Company management are periodically asked by
        outside concerns to participate in interviews, give speeches or write
        articles expressing the views of the company or discussing its
        activities. You should ensure that both the occasion and content of any
        interview, speech or article have been approved by your manager, are
        consistent with the Company's interests and programs, and have received
        the concurrence of Investor Relations, similar to the process used for
        issuing a Press Release. Any honorariums, fees, expense reimbursements
        or other remuneration associated with these activities are to be paid or
        made payable to ProQuest Company. Any exceptions require prior approval
        by director level or above.

IV.     INTERNAL CONTROL

        1.      PROTECTION OF ASSETS AND INFORMATION

        Associates have a responsibility to protect ProQuest Company property
        against loss, theft, abuse and unauthorized use, access or disposal.
        Associates may use Company assets only for purposes related to their
        ProQuest Company job responsibilities.

        Confidential information (nonpublic information about the Company or its
        products) is to be held in strict confidence during, as well as after,
        an associate's term of employment.

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        Associates must follow the Company's use, access and security guidelines
        for software and information technology, e-mail, inter-/intra-/extra-net
        and voice mail systems. Moreover, personal data protection rights, where
        applicable, must be strictly observed.

        2.      INTERNAL CONTROL SYSTEMS/REPORTS/RECORDS

        ProQuest Company's policy is to maintain effective internal control
        systems to ensure compliance with laws and corporate policies, protect
        and prevent misuse of Company assets, and assure appropriate
        authorization for Company transactions and other corporate activities.

        The Company prepares external reports that fulfill all relevant
        international business and legal requirements, including financial
        statements that fairly present the Company's financial position.

        To achieve this standard, associates are expected to maintain accurate
        and complete internal records of all company business activities and
        arrange for appropriate authorization and documentation of transactions
        and commitments with business partners. In particular, associates are
        required to report business expenses in an accurate and timely manner.

        Company records are the sole property of ProQuest and should be created
        and maintained in a manner consistent with applicable policies.

        3.      CONFIDENTIALITY OF UNDISCLOSED INFORMATION

        The Company's policy is to disclose important information about its
        business in accordance with applicable securities laws and stock
        exchange guidelines, with the objective of promoting an orderly market
        for its publicly traded securities.

        This policy depends on maintaining the confidentiality of undisclosed
        information about the Company that might be considered material, inside
        information - information that could reasonably be expected to affect
        the price of such securities - before its public dissemination. It is a
        violation of applicable securities laws, and of the Company's policy, to
        buy or sell the Company's publicly traded securities or those of its
        business

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        partners while in possession of material, inside information or to
        disclose such information to others.

V.      QUALITY

        ProQuest Company's commitment to quality and quality-improvement
        processes is essential to its growth and prosperity. You should strive
        to exceed customer expectations, both internal and external, and
        continuously improve the quality of our products and services.

VI.     RESPECT FOR ASSOCIATES AND BUSINESS PARTNERS

        ProQuest Company expects all of its associates (and associates of its
        suppliers, publishers and other business partners) to be treated with
        dignity, their rights respected and their privacy maintained. This
        applies to all associates regardless of age, disability, national
        origin, race, religion, sex or sexual orientation. The Company does not
        tolerate discrimination, harassment of, or retaliation against, any
        person in the workplace, and is committed to maintaining safe and
        healthy working conditions for its associates.

VII.    PROTECTION OF THE ENVIRONMENT

        ProQuest Company is responsible for and dedicated to protecting and
        maintaining the environment for current and future generations and to
        complying with all applicable environmental laws and regulations. The
        Company expects and encourages the active support and participation of
        its associates in pursuing new product and manufacturing technologies
        that promote resource conservation, facilitate recycling, eliminate
        pollution, and preserve the natural environment.

VIII.   RELATIONSHIPS WITH COMPETITORS AND BUSINESS PARTNERS

        ProQuest Company is committed to complying fully with all applicable
        antitrust trade laws and related laws pertaining to fair pricing, fair
        competition and consumer protection. These laws regulate ProQuest
        Company's relations with its competitors,

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        suppliers and publishers, distributors and retail customers. They
        generally prohibit agreements and other activities that fix or
        coordinate prices or price formulas, divide sales territories or
        customers, or unreasonably restrict free and open competition. They also
        restrict the Company's ability to share proprietary or competitively
        sensitive information and to deal exclusively with suppliers or other
        business partners. These laws establish requirements for consumer
        disclosures and the resolution of customer issues.

        Antitrust and trade laws are complex and affect all aspects of ProQuest
        Company's domestic and international business activities. The penalties
        for noncompliance can be severe. If you have questions about how these
        laws relate to your job responsibilities, you should contact Kevin
        Gregory, Senior Vice President and Chief Financial Officer.

        In collecting information about its business partners and competitors,
        ProQuest Company utilizes all legitimate sources, but avoids any actions
        that are illegal or could cause liability to the Company.

IX.     DEALING WITH FOREIGN GOVERNMENTS AND CUSTOMERS - INTERNATIONAL TRADE
        LAWS

        ProQuest Company is committed to complying fully with anti-bribery,
        export control, customs and anti-boycott laws. These international trade
        laws affect all aspects of ProQuest Company's global enterprise and its
        associates.

        Anti-bribery laws prohibit providing, directly or indirectly, anything
        of value not only to domestic, but also to foreign governmental,
        political or military officials or representatives of international
        organizations (such as the United Nations and the World Bank) to obtain
        or retain business or to gain an unfair advantage. These laws also
        impose record keeping and internal accounting and control requirements
        that, like ProQuest Company's own accounting and internal control
        policies, are designed to ensure ethics and accuracy in the recording
        and reporting of all business transactions.

        Export control and customs laws regulate where and how ProQuest Company
        may sell goods, technology or exchange information. In some cases, these
        laws may prohibit doing

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        business with certain countries, or impose requirements for licenses
        before goods or technology may be exported or exchanged. Customs laws
        require accurate documentation and proper reporting and valuation of
        goods.

        Anti-boycott laws may prohibit participation in foreign boycotts and
        limit disclosure of information about business activities and personnel,
        and may require the reporting of certain types of requests for
        information or participation of boycotts.

        International trade laws are complex. The penalties for non-compliance
        can be severe and could include personal liability and imprisonment. In
        addition, compliance with various ProQuest Company internal regulations
        and procedures on international trade is also essential to maintaining
        ProQuest Company's worldwide reputation.

        If you have questions about how these laws and directives relate to your
        job responsibilities, you should contact Kevin Gregory, Senior Vice
        President and Chief Financial Officer.

X.      COMPLY WITH THE CODE

        1.      QUESTIONS ABOUT THE CODE

        Questions about the ProQuest Company Code of Ethics or other business
        ethics situations may arise from time to time. If you are unsure about
        the right thing to do, discuss it with your supervisor. Your question
        may also be answered by referring to [the Code of Ethics intranet site]
        or by contacting your local Human Resources representative. If these
        alternatives do not work well, you may contact (on a confidential basis
        if you prefer):

                Kevin Gregory, Sr. VP & CFO

                Phone:      734-997-4925
                Fax:        734-997-4356
                E-mail:     Kevin.gregory@proquest.com

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        2.      SANCTIONS

        Violations of this Code of Ethics or any other ProQuest Company policy,
        guideline or procedure may result in disciplinary action, up to and
        including discharge, and legal proceedings.

        Supervisors in various finance organizations of the ProQuest Company
        have the responsibility to make sure that all associates are familiar
        with the contents of the Code of Ethics and that they comply with the
        rules. Failure to fulfill these responsibilities may also subject a
        supervisor to disciplinary action and legal consequences.

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