Exhibit 10.14

DATED      8 February 2005

(1) HIGHBURY HOUSE COMMUNICATIONS PLC

- and -

(2) ERGO SCIENCE CORPORATION

AGREEMENT

relating to
the sale and purchase of the whole of the
issued share capital of the companies set out
in schedule 1

CONTENTS

Agreed Form Documents

1.                                       Management Accounts

2.                                       Highbury Brand Assignment

3.                                       Nexus & Columbus Brand Assignment

4.                                       Irrevocable Letter of Instruction

5.                                       Deed of Indemnity

6.                                       Vendor Due Diligence Report

7.                                       Cheam Agreement for Assignment

8.                                       Jordan House Agreement for Assignment

THIS AGREEMENT is made on 8 February 2005

BETWEEN

(1)                                HIGHBURY HOUSE COMMUNICATIONS PLC a company registered in England and Wales with number 1398522 whose registered office is at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ (“Vendor”); and

(2)                                 ERGO SCIENCE CORPORATION a company incorporated under the laws of the State of Delaware, United States of America, whose principal place of business is at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (“Purchaser”).

BACKGROUND

A                                      Highbury Business Communications Limited, Highbury Business Limited, Nexus Media Communications Limited, Highbury Columbus Travel Publishing Limited and Highbury-Harpers Limited (“Companies”) are private companies limited by shares.  Further information relating to the Companies and the Subsidiaries is set out in schedule 1.

B                                        The Vendor is the legal and beneficial owner or is otherwise able to procure the transfer of the Shares.

C                                        The Vendor has agreed to sell or procure the sale of the Shares and the Purchaser has agreed to purchase the Shares for the Consideration and upon the terms and conditions set out in this agreement.

IT IS HEREBY AGREED:

1.                                       DEFINITIONS AND INTERPRETATION

1.1                                 In this agreement the following words and expressions shall (except where the context otherwise requires) have the following meanings:

“1985 Act” means the Companies ▇▇▇ ▇▇▇▇;

“1989 Act” means the Companies ▇▇▇ ▇▇▇▇;

“2004 EBITA” means an amount equal to £185,880 (being the earnings before interest, tax and amortisation for the year ended 31 December 2004 for the Magazine Title “European Communications” agreed by the parties) plus the amount of the aggregate (without double counting) earnings before interest, taxation and amortisation of the Target Group for the 12 month period ending 31 December 2004 as derived from the Statutory Accounts but after excluding the effect of the amount of any (i) write downs or impairment in respect of any tangible or intangible assets, (ii) non-recurring items (iii) inter-company loan provisions, (iv) accrual for the forecast loss in respect of the TESI Conference which is to be held in March 2005 and (v) any exceptional costs;

“Accounts” means the audited accounts of each of the Companies and the Subsidiaries comprising (inter alia) the audited balance sheet as at the Accounts Date and the audited profit and loss account for the period ended on the Accounts Date, the notes relating thereto and the reports of the directors and auditors thereon;

“Accounts Date” means 31 December 2003;

1

“▇▇▇▇ ▇▇▇▇▇▇ House Property” has the meaning given in clause 14;

“Approved” means exempt approved by the Board of the Inland Revenue for the purposes of either Chapter I or Chapter IV of Part XIV of the Taxes Act and “Approval” shall be construed accordingly;

“Balancing Amount” means the positive or negative amount (in £ sterling) resulting from deducting the Negative Adjustments (if any) from the Positive Adjustments (if any);

“BB Motors Claim” means any claim brought or made by BB Motors against any Target Group member in connection with the UDT Europe 2002 exhibition;

“Borrowings” means any borrowing, or indebtedness in the nature of borrowing including any bank overdrafts, liabilities under acceptances (otherwise than in respect of normal trade bills or credit incurred in the ordinary course of business), finance leases and acceptance credits but excluding any borrowing from any member of the Vendor’s Group and any operating leases;

“Business” means collectively the business to business businesses relating to printed and web-based magazines, data services and directories, exhibitions, conferences and award ceremonies as carried on by the Companies and the Subsidiaries at the date of this agreement and limited to the specific industries and activities that such printed and web-based magazines, data services and directories, exhibitions, conferences and award ceremonies have related to in the past 12 months prior to the date of this agreement;

“Business Day” means a day other than a Saturday or Sunday on which banks are open for commercial business in the City of London and in New York;

“Business Intellectual Property” means all Intellectual Property used exclusively by the Companies or the Subsidiaries in connection with the Business;

“Business Names” means the Magazine Titles, the names of the Companies and the Subsidiaries, the Domain Names, the Trade Marks and Exhibitions;

“Certified EBITA Statement” means an EBITA Statement the accuracy of which has been confirmed in writing by the Vendor’s Accountants or an Independent Accountant;

“Circular” means the circular to be despatched by the Vendor, inter alia, to its shareholders in relation to the proposed acquisition by the Purchaser of the Companies pursuant to this agreement;

“Claim” means any claim by the Purchaser for breach of or non compliance with this agreement (including any Warranty Claim or Tax Claim);

“Claim Notice” means a notice in writing with respect to a Claim, setting out reasonable details of such Claim and a genuine pre-estimate of the amount claimed;

“Companies Acts” means the 1985 Act, the 1989 Act and the Companies Consolidation (Consequential Provisions) ▇▇▇ ▇▇▇▇;

“Completion” means the performance of all the obligations of the parties to this

2

agreement set out in clause 7.2 and schedule 4;

“Completion Date” means, unless the parties agree otherwise in writing, and subject to clause 3.2, 4.3 and 7.3, the last Business Day of the month in which the last of the following occurs:

(i)                                     the expiry of three Business Days after the date of fulfilment of the Condition;

(ii)                                  the day falling 5 Business Days after the day on which the Vendor delivers to the Purchaser the Statutory Accounts and the EBITA Statement (or, if the Purchaser has so required, a Certified EBITA Statement); and

(iii)                               if a Termination Notice has been served pursuant to clause 8.8, the day falling three Business Days after the date on which such Termination Notice is determined to be of no further effect under clause 8.10,

provided, however, that:

(a)                                  if the Completion Date would fall on 31 March or 30 June it shall be deferred until 1 April and 1 July respectively; and

(b)                                 if there is an Outstanding Restriction on the date which would otherwise be the Completion Date, the Completion Date shall be the last Business Day of the month in which such Outstanding Restriction falls away.

“Computer Systems” means the computer hardware and software and network infrastructure owned or used in connection with the Business by the Companies and Subsidiaries (or any of them);

“Condition” means the passing at a general meeting of the Vendor (or at any adjournment thereof) of a resolution to approve the disposal by the Vendor of the Shares on the terms of this agreement;

“Confidential Information” means information (however stored) exclusively relating to or connected with the Business, customers or financial or other affairs of the Companies or of the Subsidiaries details of which are not in the public domain including, without limitation, information exclusively concerning or relating to:

(a)                                  the Business Intellectual Property and any other property of the Companies or the Subsidiaries in the nature of Intellectual Property;

(b)                                 any technical processes, future projects, business development or planning, commercial relationships and negotiations;

(c)                                  the marketing of goods or services including, without limitation, customer, client and supplier lists, price lists, sales targets, sales statistics, market share statistics, market research reports and surveys, advertising or other promotional materials, advertisers, circulation and subscription lists and exhibitor, visitor and delegate lists; and

(d)                                 employee information and records.

“Confidentiality Agreement” means the confidentiality agreement between the

3

Purchaser and Highbury House Communications PLC dated the same date as this agreement;

“Consideration” means the consideration for the Shares, as defined in clause 5;

“Content Copyright” means the copyright and database right in the content of the printed and web-based magazines and directories published under the Magazine Titles at the Completion Date;

“Deed of Indemnity” means the deed of indemnity in the agreed form to be entered into on the Completion Date between the Vendor and Highbury Business Communications Limited;

“Disclosed Schemes” means the retirement benefit schemes details of which are set out in schedule 7;

“Disclosure Letter” means the letter of even date with this agreement from the Vendor to the Purchaser relating to the Warranties together with any documents annexed to it, delivered to and acknowledged by the Purchaser on the date of this agreement;

“Domain Names” means the domain names listed in part 2 of schedule 10;

“Draft Completion Statement” has the meaning given in schedule 8;

“Dunsfold Park” means the leasehold premises known as ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ comprised in a lease dated 22 November 2004 between (1) Dunsfold Park Limited and (2) The International Wine and Spirit Competition Limited;

“EBITA Statement” has the meaning given in clause 4;

“Employee” means any director or employee of the Companies or the Subsidiaries or any of them;

“Employment Legislation” means legislation applying in England and Wales affecting contractual or other relations between employers and their employees or workers, including but not limited to any legislation and any amendment, extension or re-enactment of such legislation and any claim arising under European treaty provisions or directives enforceable against any Target Group member by any Employee;

“Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement (including, without limitation, a title transfer and retention arrangement) having similar effect;

“Estimated Consideration” means £11,459,000 less the Intercompany Balance, being the purchase price of £12,500,000 less the Intercompany Balance and the estimated working capital adjustment;

“Estimated Events Working Capital” means the parties’ estimate of the Events Working Capital as at the Completion Date, being negative £600,000 (negative six

4

hundred thousand pounds);

“Estimated Publishing Working Capital” means the parties’ estimate of the Publishing Working Capital as at the Completion Date, being positive £441,000 (positive four hundred and forty one thousand pounds);

“Events Business” means the business of organising and holding exhibitions, conferences and awards ceremonies carried on by the Target Group:

“Events Working Capital” means the Working Capital of the Target Group at the close of business on the Completion Date, to the extent applicable to the Events Business as set out in the Final Completion Statement;

“Exchange Warranties” means the Warranties set out at paragraphs 2 (Accounts), 3 (Management Accounts), 4.1.3, 4.2 (Vendor Due Diligence Report), 5.2 and 5.9 (Position since Accounts Date), 17.1, 17.2, 17.3, 17.4, 17.7 and 17.13 (Employment) and 18 (Contracts) of Part 1 of Schedule 2 and paragraphs 3.3 and 3.4 of Part 3 (Pensions) of Schedule 2 (which are not to be repeated at Completion);

“Excluded Warranties” means the warranties set out in paragraphs 2, 3, 4, 5, 6, 9, 10, 11, 12, 21, 22, 23, 24 and 25 of part 1 schedule 2;

“Exhibitions” means the events, conferences, awards ceremonies listed in schedule 12;

“Fairly Disclosed” means disclosed in such manner and in such detail so as to enable a reasonable purchaser to make a fair assessment of the matter concerned;

“Final Completion Statement” means the Draft Completion Statement as agreed or determined in accordance with schedule 8;

“Forecasts” means the forecast(s) set out in section 6 of the Vendor Due Diligence Report;

“Future Exhibitions” means those exhibitions to be held after the Completion Date;

“Future Issues” means those issues of the Magazine Titles in respect of which the mailing dates fall after the Completion Date;

“FSMA” means Financial Services and Markets ▇▇▇ ▇▇▇▇;

“Highbury Brand Assignment” means the assignment between the Vendor and the Purchaser relating to the cessation of use of the “Highbury” and “Highbury House” name in the agreed form;

“Independent Accountant” means an internationally-recognised accounting firm acceptable to both parties (other than Deloitte & Touche or PricewaterhouseCoopers), or if the parties are unable to agree on such a firm, an internationally recognised accounting firm to be selected by the President for the time being of the Institute of Chartered Accountants in England and Wales;

“Independent Expert” means a Queen’s Counsel of at least five years standing agreed by the parties (or if they fail to agree within three Business Days of either party proposing any such person to be the Independent Expert an independent

5

Queen’s Counsel of at least five years standing appointed by the President of the Bar Council of England and Wales on the application of either party);

“Intellectual Property” includes registered designs, copyrights, trade secrets, know-how, data, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in the United Kingdom and rights to ▇▇▇ for passing-off in each case for their full term and together with any renewals or extensions;

“Intercompany Balance” means the aggregate amount of all indebtedness owed at Completion by any member of the Target Group to any member of the Vendor’s Group, less the aggregate amount of all indebtedness owed by any member of the Vendor’s Group to any member of the Target Group, as such amount shall be notified by the Vendor to the Purchaser no later than two Business Days before Completion and which amount shall be a positive number not exceeding £10,000,000;

“Irrevocable Letter of Instruction” means an irrevocable letter of instruction issued by the Vendor and the Purchaser to the Vendor’s Solicitors and the Purchaser’s Solicitors in respect of the Retention Account in substantially the same form as the agreed form having regard to the comments made prior to the date of this agreement by the Purchaser’s Solicitors;

“IT Support Agreements” means the licences, systems supply agreements, data supply agreements, maintenance agreements, service or services agreement entered into by the Companies and the Subsidiaries (or any of them) to procure support and services in relation to the Computer Systems;

“ITEPA” means Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇;

“Jordan House Property” has the meaning given in clause 14;

“Leases” means the leases or licences under which any Property is occupied by the Companies;

“Licence” means any written licence, permission or consent in respect of any Business Intellectual Property and any written arrangement of which any licence, permission or consent forms part and which is material to the Business;

“Listed Software” means the licenses for the software and web tools listed in schedule 15;

“Listing Rules” means the listing rules of the UK Listing Authority for the time being in force;

“London Stock Exchange” means London Stock Exchange plc;

“Losses” means any cost, claim, loss, liability, demand, damage or expense of any nature;

“Magazine Titles” means the magazine titles and directories listed in schedule 11;

“Management Accounts” means the unaudited management accounts of the Target

6

Group in respect of the Business for the nine month period from 1 January 2004 to 30 September 2004 and for the 12 month period from 1 January 2004 to 31 December 2004 in the agreed form;

“Media House” means the freehold land and premises at ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ and also garage ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ as more particularly described in part 1 of schedule 6;

“Negative Adjustments” means the aggregate of the following amounts:

(a)                                  the amount, if any, (in £ sterling) by which the Events Working Capital is less than the Estimated Events Working Capital;

(b)                                 the amount, if any, (in £ sterling) by which the Publishing Working Capital is less than the Estimated Publishing Working Capital;

“Nexus & Columbus Brand Assignment” means the assignment between a Target Group member and the Vendor relating to the cessation of use by the Vendor’s Group of the “Nexus” and “Columbus” names in the agreed form;

“Official List” means the official list of the UK Listing Authority;

“Order” shall have the meaning given in clause 3.5;

“Outstanding Restriction” means an Order which has been granted and not been set aside or otherwise satisfied;

“Past Issues” means those issues of the Magazine Titles which were despatched to the relevant printers before the Completion Date;

“PAYE” means the mechanism prescribed by Tax Statutes (as defined in part 1 of schedule 3) for the collection of tax, sums to which sections 203 to 203L of the Taxes Act and regulations made under such sections apply or to which Part 11 of the ITEPA and regulations made under section 684 of the ITEPA apply and Class 1, Class 1A and Class 1B contributions referred to in section 1(2) of the Social Security Contributions and Benefits ▇▇▇ ▇▇▇▇;

“Positive Adjustments” means the amount, if any, (in £ sterling) by which the Events Working Capital exceeds the Estimated Events Working Capital;

“Pre-Completion Claim Amounts” means, in respect of Warranty Claims or any Specified Claims (including breaches which would arise on repetition of the Warranties (other than the Exchange Warranties) on Completion) of which the Purchaser becomes aware before Completion, the aggregate of any amounts which the Purchaser reasonably expects to recover in respect of such Warranty Claims or Specified Claims (and, for the avoidance of doubt, taking account of the limitations on the Vendor’s liability set out in this agreement (and in particular schedule 9)) , (provided that amounts which the Purchaser might reasonably expect to recover in relation to an individual Warranty Claim or Specified Claim shall, for these purposes, be limited to £750,000 unless such amounts are certified by an Independent Expert with experience of pursuing claims of a similar nature to the Warranty Claims or Specified Claims in question as being the amount that the Purchaser could reasonably expect to recover in respect of such Warranty Claim) and also provided that such Pre-Completion Claim Amounts shall have been notified by the Purchaser to the Vendor

7

as soon as reasonably practicable after the Purchaser becomes aware of the Warranty Claim or Specified Claims in question and, in any event, no later than two Business Days before Completion and provided that a Warranty Claim or Specified Claim shall only be a Pre-Completion Claim to the extent that an amount has actually become due prior to Completion or the Purchaser would actually incur Losses upon Completion;

“Properties” means the freehold and leasehold land and premises described in schedule 6 and any part or parts thereof and “Property” means any of the Properties save where otherwise specifically indicated;

“Publishing Business” means the Business other than the Events Business;

“Publishing Working Capital” means the Working Capital of the Target Group as at the close of business on the Completion Date, to the extent applicable to the Publishing Business as set out in the Final Completion Statement;

“Purchaser’s Group” means the Purchaser, any parent undertaking from time to time of the Purchaser, any subsidiary undertaking from time to time of the Purchaser and any subsidiary undertaking from time to time of any such parent undertaking, and includes, following Completion, for the avoidance of doubt, the Companies and the Subsidiaries and references to a “member of the Purchaser’s Group” shall be construed accordingly;

“Purchaser’s Solicitors” means Penningtons of Newbury House, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;

“Retained Confidential Information” means information (however stored) exclusively relating to or connected with the business, customers or financial or other affairs of the Vendor’s Group (other than the Business) details of which are not in the public domain;

“Retention Account” means an interest bearing account to be opened with National Westminster Bank plc (or such other bank as the parties may agree) in the joint names of the Vendor’s Solicitors and the Purchaser’s Solicitors and operated in accordance with the terms of this agreement.

“Share Warranties” means the warranties on the part of the Vendor set out in schedule 2;

“Share Warranty Claim” means any claim for breach of any of the Share Warranties;

“Shareholders” means the Vendor, Columbus Holdings Limited and ▇. ▇▇▇▇▇▇▇▇ (Holdings) Limited;

“Shares” means the allotted and issued shares in the capital of the Companies comprising the whole of the issued share capital of the Companies further details of which are set out in part 1 of schedule 1;

“Source Code” means the source code in the software developed by or on behalf of the Target Group members and forming the Websites or any content management system that any Target Group member uses or requires for its Businesses;

“Specified Claim” means any Claim under any of (i) the Tax Covenant; (ii) clauses

8

3.4, 5.3, 8.14, 8.15, 8.17 or 14.2; and (iii) paragraph 34 of schedule 14;

“Specified Individuals” means ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;

“Statutory Accounts” has the meaning set out in clause 4.1;

“Stock Exchange Rules” means the rules of the London Stock Exchange for the time being in force;

“Subscriber Lists” means the list of customers who are parties to the Subscription Contracts;

“Subscription Contracts” means the contracts between the Companies and third parties and the Subsidiaries and third parties for subscription to the Magazine Titles where there are obligations outstanding to supply Future Issues;

“Subsidiaries” means The International Wine and Spirit Competition Limited, Highbury-Nexus Limited and Highbury Nexus Media Limited further details of which are set out in part 2 of schedule 1;

“Target Group” means the Companies and the Subsidiaries and references to a “member of the Target Group” or a “Target Group member” shall be construed accordingly;

“Tax Claim” means any claim under the Tax Warranties or the Tax Covenant;

“Tax Covenant” means any covenant, obligation or other undertaking of the Vendor set out in part 3 of schedule 3;

“Tax Warranties” means the warranties on the part of the Vendor in relation to taxation set out in part 2 of schedule 3;

“Taxes Act” means the Income and Corporation Taxes ▇▇▇ ▇▇▇▇;

“TCGA” means the Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇;

“Trade Marks” mean the registered trade marks listed in part 1 of schedule 10;

“UK Listing Authority” means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA, including where the context so permits, any committee, employee, officer or servant to whom any function of the UK Listing Authority may for the time being be delegated;

“US Escrow Account” means the accounts of Voyageur Asset Management (MA) Inc in the names of Ergo Science Development Corporation and Ergo Research Corporation which are the subject of the US Escrow Letter;

“US Escrow Letter” means the letter of even date herewith made between Voyageur Asset Management (MA) Inc., Ergo Science Development Corporation, Ergo Research Corporation, the Vendor and the Purchaser;

“US GAAP Accounts” means the accounts for the Target Group required to be filed

9

by the Purchaser with the Securities Exchange Commission in relation to the acquisition contemplated by this agreement;

“VAT” means value added tax;

“Vendor’s Accountants” means Deloitte & Touche of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;

“Vendor Due Diligence Report” means the report in the agreed form dated 9 December 2004 entitled “Project Bach Final Draft Vendor Due Diligence Report” prepared by the Vendor’s Accountants;

“Vendor’s Group” means the Vendor, any parent undertaking from time to time of the Vendor, any subsidiary undertaking from time to time of the Vendor and any subsidiary undertaking from time to time of any such parent undertaking, other than any member of the Target Group, and, save where specifically stated to the contrary in clause 10.8, references to “member of the Vendor’s Group” shall be construed accordingly;

“Vendor’s Solicitors” means DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ UK LLP of ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;

“Warranties” means the Share Warranties and the Tax Warranties;

“Warranty Claim” means any claim for any breach of any of the Warranties.

“Website” means the digital content available on the world wide web and known under the relevant Domain Names;

“Working Capital” has the meaning given in schedule 8; and

1.2                                 In this agreement where the context admits:

1.2.1                        save in relation to schedule 3, words and phrases which are defined or referred to in or for the purposes of the Companies Acts have the same meanings in this agreement (unless otherwise expressly defined in this agreement);

1.2.2                        sections 5, 6, 8 and 9 of and schedule 1 to the Interpretation ▇▇▇ ▇▇▇▇ apply in the same way as they do to statutes;

1.2.3                        reference to a statutory provision includes reference to:

1.2.3.1                  any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made);

1.2.3.2               any modification, amendment, consolidation, re-enactment or replacement of it or provision which is a modification, amendment, consolidation, re-enactment or replacement of it except to the extent that any modification, amendment, consolidation, re-enactment or replacement made after the date of this agreement would increase the liability of any of the parties hereto;

10

1.2.4                        reference to a clause, schedule or paragraph is to a clause, schedule or a paragraph of a schedule of or to this agreement respectively;

1.2.5                        reference to the parties to this agreement includes their respective successors, permitted assigns and personal representatives;

1.2.6                        reference to any party to this agreement comprising more than one person includes each person constituting that party;

1.2.7                        reference to any gender includes the other genders;

1.2.8                        reference to any professional firm or company includes any firm or company effectively succeeding to the whole, or substantially the whole, of its practice or business;

1.2.9                        the index, headings and any descriptive notes are for ease of reference only and shall not affect the construction or interpretation of this agreement;

1.2.10                  this agreement incorporates the schedules to it;

1.2.11                  where any statement is qualified by the expression “so far as the Vendor is aware” or any similar expression the Vendor shall be deemed to have knowledge of anything of which it would have had knowledge had it made careful enquiries of the Specified Individuals;

1.2.12                  any reference to “including” or “in particular” or any similar expression shall be construed without limitation; and

1.2.13                  the “agreed form” in relation to any document means the form agreed between the parties to this agreement prior to the date hereof and, for the purposes of identification only, initialled by or on behalf of the parties.

2.                                      SALE AND PURCHASE OF SHARES

The Vendor shall as legal and beneficial owner sell to the Purchaser, or procure the transfer to the Purchaser of the legal and beneficial ownership in, the Shares, and the Purchaser shall purchase the Shares, free from all Encumbrances and together with all rights of any nature which are now or which may at any time become attached to them or accrue in respect of them including all dividends and distributions declared paid or made in respect of them on or after Completion.

3.                                      CONDITION

3.1                                 Completion is conditional on the satisfaction or waiver (by the Purchaser and the Vendor) of the Condition.

3.2                                 If the Condition has not been fulfilled or waived by midnight on 1 May 2005 or if Completion has not occurred by midnight on 31 August 2005 or, in either case, such later date as may be agreed in writing by the parties, either the Vendor or the Purchaser may terminate this agreement by notice in writing to the other.  Upon such termination, none of the parties shall have any further rights or obligations under this agreement other than any accrued rights at that time except in respect of the provisions of clauses 1, 3.4, 16, 17, 18, 19, 20, 22, 23 and 25 to 31 inclusive which will continue in full force and effect.

11

3.3                                 The Vendor shall as soon as reasonably practicable and in any event by 15 April 2005 despatch to its shareholders the Circular (and any resolution to be put to the shareholders of the Vendor to approve this agreement shall not be combined with any resolution to approve any other matter or transaction), and shall notify the Purchaser as soon as practicable after it becomes aware that the Condition is satisfied or has become or is likely to become incapable of being satisfied.

3.4                                 If this agreement is terminated because the Condition has not been fulfilled or waived by 1 May 2005 then no later than five Business Days following such termination, the Vendor shall (i) provide written instruction to Voyageur Asset Management (MA) Inc releasing it from its obligations under, and terminating, the US Escrow Letter and (ii) pay to the Purchaser the amount of £275,000 (two hundred and seventy-five thousand pounds), together with any properly incurred costs of any accountants instructed or engaged by the Purchaser incurred up to the date of such termination in connection with the preparation of the US GAAP Accounts.  The parties agree that such amount represents a genuine and reasonable pre-estimate of the losses (including with respect to legal fees) that will be incurred by the Purchaser as a result of such termination.

3.5                                 In the event of any person seeking an order (“Order”) which may prevent completion of the sale and purchase of the Shares pursuant to this agreement, the Purchaser agrees to use all reasonable endeavours to oppose and/or have set aside such Order and shall keep the Vendor informed of the progress of any proceedings in relation thereto and the likelihood of the Purchaser succeeding and the Purchaser shall, if required, use all reasonable endeavours to seek the approval of its shareholders to the transaction contemplated by this agreement unless, it is not reasonably practicable to do so due to legal or regulatory requirements.

4.                                      EBITA

4.1                                 Between the date of this agreement and Completion, the Vendor shall as soon as reasonably practicable prepare and deliver to the Purchaser:

4.1.1                        audited statutory accounts for each of the Companies and Subsidiaries for the year ending 31 December 2004 (together the “Statutory Accounts”); and

4.1.2                        a statement of the 2004 EBITA (the “EBITA Statement”).

4.2                                 The Statutory Accounts shall be prepared on a basis consistent with the Accounts using the same accounting principles, policies and practices, and in accordance with the law and applicable standards, principles and practices generally accepted in the United Kingdom.

4.3                                 The Purchaser may, by notice in writing to the Vendor given at any time within three Business Days after delivery by the Vendor to the Purchaser of the EBITA Statement or, (if requested by the Purchaser pursuant to clause 4.4) a Certified EBITA Statement, terminate this agreement if the 2004 EBITA as set out in the EBITA Statement or the Certified EBITA Statement as the case may be is less than £923,000.  In the event of any such termination, none of the parties shall have any further rights or obligations under this agreement other than any accrued rights at that time except in respect of the provisions of clauses 1, 3.4, 16, 17, 18, 19, 20, 22, 23 and 25 to 31 inclusive which will continue in full force and effect.  Promptly following such termination, the Vendor will provide written instructions to Voyageur Asset

12

Management (MA) Inc. releasing it from its obligations under, and terminating, the US Escrow Letter.

4.4                                 Within two Business Days of the receipt of the Statutory Accounts and EBITA Statement the Purchaser may, if the EBITA Statement is not a Certified EBITA Statement, require that the Vendor deliver a Certified EBITA Statement.

5.                                      CONSIDERATION

5.1                                 The consideration payable by the Purchaser for the Shares shall be £12,500,000 (twelve million five hundred thousand pounds), less the Intercompany Balance and subject to the adjustments set forth in clause 5.3 (such consideration, as so adjusted, being referred to as the “Consideration”).

5.2                                 At Completion, the Purchaser shall pay the Estimated Consideration as follows:

5.2.1                        to the Vendor’s Solicitors, £10,709,000 (ten million seven hundred and nine thousand pounds), less:

5.2.1.1               an amount equal to the Intercompany Balance; and

5.2.1.2               any Pre Completion Claim Amounts; and

5.2.2                        into the Retention Account, £750,000 (seven hundred and fifty thousand pounds), plus any Pre Completion Claim Amounts.

5.3                                 Following Completion, the parties shall comply with the provisions of schedule 8 with respect to the matters referred to therein.  On the day falling 10 Business Days after agreement or determination of the Final Completion Statement (“Payment Date”):

5.3.1                        if the Balancing Amount is a positive amount, the Purchaser shall pay to the Vendor an amount equal to the Balancing Amount plus interest calculated from the Completion Date until the Payment Date at one per cent below the base rate of Barclays Bank PLC; and

5.3.2                        if the Balancing Amount is a negative amount, the Vendor shall pay to the Purchaser an amount equal to the Balancing Amount plus interest calculated from the Completion Date until the Payment Date at one per cent below the base rate of Barclays Bank PLC,

(the Estimated Consideration, as increased by the positive amount or reduced by the negative amount of any Balancing Amount, shall be referred to as the “Final Consideration”).

5.4                                 If a party fails to pay any sum due by it under this clause on the due date for payment in accordance with the provisions of this agreement, the party shall pay interest on the amount payable from the due date until the date on which the party’s obligation to pay the sum is discharged at 2 per cent above Barclays Bank base rate (whether before or after judgment).  Interest accrues and is payable from day to day.

5.5                                 The parties shall comply with the provisions of schedule 8 with respect to the matters contained in that schedule.

13

5.6                                 If any Pre-Completion Claim Amounts are paid into the Retention Account by the Purchaser pursuant to clause 5.2, the parties shall use all reasonable endeavours to resolve the Claim or Claims to which such Pre-Completion Claim Amounts relate as soon as reasonably practicable after Completion.

6.                                      RETENTION

6.1                                 Once any Warranty Claim or Specified Claim has been settled the Purchaser and the Vendor shall, on the Business Day following such settlement, instruct the Purchaser’s Solicitors and the Vendor’s Solicitors to pay to the Purchaser from the Retention Account an amount equal to any sum due to the Purchaser from the Vendor in respect of the settled Warranty Claim or Specified Claim (“Principal”) together with any interest accrued on the Retention Account in respect of such Principal and the Vendor’s obligation to the Purchaser in respect of the settled Warranty Claim or Specified Claim shall be reduced by an amount equal to such Principal.

6.2                                 If, by the first Business Day falling six calendar months after the Completion Date (“Release Date”), the Purchaser shall not have served a Claim Notice in respect of any Warranty Claim or Specified Claim or if all such Warranty Claims or Specified Claim which are the subject of any Claim Notices which have been served have been settled and any sums due to the Purchaser in respect of such Warranty Claims or Specified Claims have been paid to the Purchaser pursuant to clause 6.1 above, the Purchaser and the Vendor shall, on the Release Date, instruct the Purchaser’s Solicitors and the Vendor’s Solicitors to pay to the Vendor’s Solicitors from the Retention Account the balance of any amounts (including interest) remaining in the Retention Account.

6.3                                 If there are Warranty Claims or Specified Claims outstanding which have not been settled by the Release Date (“Outstanding Claims”), the Purchaser and the Vendor shall instruct the Purchaser’s Solicitors and the Vendor’s Solicitors to pay to the Vendor’s Solicitors from the Retention Account an amount equal to the balance of any amounts (including interest) remaining in the Retention Account less an amount equal to:

6.3.1                        an amount agreed by the Vendor and Purchaser (or failing such agreement as determined by an Independent Expert) as being a reasonable estimate of the Vendor’s liability in respect of such Outstanding Claims; and

6.3.2                        interest earned in the Retention Account in respect of the sum referred to in 6.3.1 above.

6.4                                 Immediately following the settlement of any Outstanding Claims (and following any payments to the Purchaser’s Solicitors due upon settlement of such Outstanding Claims pursuant to clause 6.1 above) the Vendor and the Purchaser shall instruct the Purchaser’s Solicitors and the Vendor’s Solicitors to pay to the Vendor’s Solicitors from the Retention Account an amount equal to the balance of any amounts (including interest) remaining in the Retention Account less an amount equal to:

6.4.1                        an amount agreed by the Vendor and Purchaser (or failing such agreement as determined by an Independent Expert) as being a reasonable estimate of the Vendor’s liability in respect of any other Outstanding Claims; and

6.4.2                        any interest earned on the amount referred to in 6.4.1 above.

14

6.5                                 A Warranty Claim or Specified Claim shall be treated as settled for the purposes of this clause 6 if:

6.5.1                        the Vendor and the Purchaser shall so agree in writing, such written agreement not to be unreasonably withheld or delayed following any oral agreement; or

6.5.2                        a court of competent jurisdiction has awarded judgment in respect of the claim and no right of appeal lies in respect of such judgment or the parties are debarred by passage of time or otherwise from making an appeal.

6.6                                 Save where expressly stated to the contrary nothing in this clause 6 shall prejudice or limit the right of the Purchaser to make any claim against the Vendor either under this agreement or under any of the documents executed pursuant to this agreement.

6.7                                 A payment to be made under this clause 6 shall be made by telegraphic transfer to an account notified by the party due to receive the payment to the other party not later than two Business Days before the due date of the payment.

7.                                      SIGNING AND COMPLETION

7.1                                 The signing of this agreement shall take place at the offices of the Vendor’s Solicitors when each of the parties shall comply with the provisions of part 1 of schedule 4.

7.2                                 Subject to clause 7.3, Completion shall take place at the offices of the Vendor’s Solicitors on the Completion Date when each of the parties shall comply with the provisions of part 2 of schedule 4.

7.3                                 Notwithstanding any other provision of this agreement, the Purchaser shall not be obliged to complete the purchase of any of the Shares unless:

7.3.1                        the purchase of all of the Shares is completed simultaneously; and

7.3.2                        the Vendor shall have delivered to the Purchaser the Statutory Accounts and the EBITA Statement (or, if required by the Purchaser, a Certified EBITA Statement) not less than five Business Days prior to the Completion Date.

8.                                      WARRANTIES

8.1                                 The Vendor warrants to the Purchaser at the date of this agreement that each of the Warranties is true and accurate.  The Warranties (other than the Exchange Warranties) shall be repeated by the Vendor immediately prior to Completion by reference to the facts and circumstances existing at that time.

8.2                                 Each of the Warranties shall be construed as a separate and independent warranty and (except where this agreement provides otherwise) shall not be limited or restricted by reference to or inference from any other term of this agreement or any other Warranty.

8.3                                 The Purchaser acknowledges and agrees that:

8.3.1                        the only Warranties (other than the Excluded Warranties) being given in relation to the Properties are those set out in part 2 of schedule 2, and then only insofar as they relate to Media House and Dunsfold Park and that no

15

Claim can be made under any other Warranties (other than the Excluded Warranties) in relation to matters which relate to the Properties;

8.3.2                        the only Warranties (other than the Excluded Warranties) being given in relation to pensions are those set out in part 3 of schedule 2 and that no Claim can be made under any other Warranties (other than Excluded Warranties) in relation to matters which relate to the Disclosed Schemes;

8.3.3                        the only Warranties (other than the Excluded Warranties) being given in relation to Confidential Information, Intellectual Property, Computer Systems, the IT Support Agreements and data protection are those set out in paragraphs 13, 14, 15 and 16 respectively of part 1 of schedule 2 and no Claim can be made under any other of the Warranties (other than Excluded Warranties) in relation to matters which are issues of Confidential Information, Intellectual Property, the IT Support Agreements, Computer Systems or data protection.

8.4                                 The rights and remedies of the Purchaser in respect of any breach of any of the Warranties shall survive Completion.

8.5                                 The Vendor waives and may not enforce any right which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Companies, the Subsidiaries or their respective officers or employees in enabling the Vendor to give the Warranties or to prepare the Disclosure Letter save in the case of the fraud or wilful concealment of any officer or employee.

8.6                                 Between the execution of this agreement and Completion the Vendor agrees that it will procure that the Companies and the Subsidiaries comply with the provisions of schedule 5.

8.7                                 The Warranties shall be qualified by such information as is Fairly Disclosed in the Disclosure Letter.

8.8                                 If between the date of this agreement and Completion the Purchaser becomes aware of any matter or matters which entitle the Purchaser (or which would entitle the Purchaser upon repetition of the Warranties (other than the Exchange Warranties)) pursuant to clause 8.1, to make one or more Warranty Claims (other than a Warranty Claim for breach of the warranty set out at paragraph 3 of Part 1 of Schedule 2) (whether such claim or claims are actual or based upon a contingent liability) (alone or in conjunction with other such Warranty Claims) in circumstances where an Independent Expert with experience in advising in relation to claims of a similar nature to the Warranty Claims in question has delivered an opinion in writing (“Opinion”) that the Purchaser could reasonably expect to recover not less than £2,500,000 in respect of such Warranty Claims (taking into account limitations on the liability on the Vendor set out in this agreement including those set out in schedule 9), the Purchaser shall be entitled to serve notice (“Termination Notice”) in writing to the Vendor setting out reasonable details of the Warranty Claim(s) in question and attaching the Opinion.

8.9                                 If the Purchaser serves a Termination Notice, the Vendor shall (unless the Vendor agrees with the Purchaser that such matter or matters are not capable of remedy) have a period of 10 Business Days from receipt of the Termination Notice to remedy such breach or breaches of Warranty.

16

8.10                           If the Vendor (at its expense) remedies the breach or breaches by no later than the tenth Business Day from the date of receipt of the Termination Notice, the Termination Notice shall be of no further effect in respect of such breach or breaches and the Purchaser shall not be entitled to terminate this agreement pursuant to such Termination Notice.

8.11                           If the Vendor fails to remedy the breach (at its expense) this agreement shall be deemed to have terminated 10 Business Days from the date when the Termination Notice was received by the Vendor.  In the event of any such termination, none of the parties shall have any further rights or obligations under this agreement other than any accrued rights (excluding any rights to bring Warranty Claims) at that time except in respect of the provisions of clauses 1, 3.4, 16, 17, 18, 19, 20, 22, 23 and 25 to 31 inclusive which will continue in full force and effect.  Promptly following such termination, the Vendor will provide written instructions to Voyageur Asset Management (MA) Inc. releasing it from its obligations under, and terminating, the US Escrow Letter.

8.12                           If, notwithstanding that the Purchaser is aware of a matter or matters which entitle it to terminate this agreement pursuant to clause 8.8, Completion occurs, the Purchaser shall not be deemed, by so doing, to have waived any Warranty Claim or other Claim which it might have against the Vendor in respect of the matter or matters concerned.

8.13                           The Vendor and Purchaser shall notify each other in writing of anything which may give rise to a right to terminate pursuant to clauses 8.8 as soon as reasonably possible after it comes to the notice of either party at any time between the date of this agreement and the Completion Date.

8.14                           The Vendor shall indemnify, defend and hold harmless the Purchaser and each member of the Target Group in relation to any Losses incurred by any of them in relation to the BB Motors Claim provided, for the avoidance of doubt, that paragraph 6 of schedule 9 shall apply to the BB Motors Claim.

8.15                           In the event that any Target Group Member has any Borrowings the Vendor shall pay to the Purchaser an amount equal to such Borrowings within 10 Business Days of it being established to both parties’ satisfaction each acting reasonably that any such Target Group member has any Borrowings.

8.16                           Subject to repayment in full of the Intercompany Balance at Completion, the Vendor (for itself and as agent for the other members of the Vendor’s Group) irrevocably and unconditionally waives with effect from Completion any rights or claims against any member of the Target Group outstanding at the Completion Date.

8.17                           The Vendor will reimburse to the Purchaser the amount of any further consideration payable by the Purchaser or any Target Group member pursuant to and in accordance with clause 3 of the agreement dated 19 September 2001 between Highbury Business Communications Limited and DMG World Media (UK) Limited, such amount to be paid within 14 Business Days of being notified of the amount agreed or determined in accordance with that clause 3.

17

9.             LIMITATION ON THE VENDOR’S LIABILITY

Notwithstanding any other provisions in this agreement (other than clause 30.2), the liability of the Vendor hereunder shall be limited in accordance with the provisions of schedule 9.

10.          COVENANTS

10.1         The Vendor undertakes to and covenants with the Purchaser that (except with the consent in writing of the Purchaser) neither it nor any other member of the Vendor’s Group will at any time after Completion:

10.1.1      use or procure or cause or (so far as it is able) permit the use of any name or names identical or similar to the Magazine Titles or the Exhibitions or the Domain Names or the Business Names or any colourable imitation thereof in connection with any activity whatsoever which competes directly or indirectly with the Business;

10.1.2      (except as required by law or any regulation) disclose or divulge to any person (other than to officers or employees of the Purchaser whose province it is to know the same) or use (otherwise than for the benefit of the Purchaser) any Confidential Information.

10.2         The Vendor undertakes to and covenants with the Purchaser that neither it nor any other member of the Vendor’s Group will for a period of two years after the date of this agreement, either on its own behalf or jointly with or as agent for any other person, directly or indirectly:

10.2.1      launch, publish, manage or organise any magazine or event which is directly in competition with any of the Magazine Titles or the Exhibitions for so long as the same shall continue to be published or held by any of the Companies or the Subsidiaries;

10.2.2      approach, canvass, solicit, engage or employ or otherwise endeavour to entice away any person who at the Completion Date or at any time during the period of six months preceding the Completion Date shall be or shall have been an employee, officer, manager, of any of the Companies or the Subsidiaries.

10.2.3      approach, canvass, solicit, engage or employ or otherwise endeavour to entice away any person who at the Completion Date or at any time during the period of six months preceding the Completion Date shall be or shall have been a consultant sub-contractor or agent of any of the Companies or the Subsidiaries with a view to the specific knowledge or skills of such person being used by or for the benefit of any person carrying on business in competition with the business carried on by any of the Companies or the Subsidiaries.

10.3         Each of the covenants contained in clauses 10.1 and 10.2 shall constitute an entirely separate and independent restriction on the Vendor.

10.4         Nothing in clause 10.2.1 shall prohibit the Vendor or any other member of the Vendor’s Group from:

10.4.1      continuing to be engaged in the publishing of CNN Traveller; or

18

10.4.2      publishing, managing or organising any magazine or event acquired (whether by way of a share or asset purchase) from any third party after the date hereof as part of a larger acquisition unless such magazines and events so acquired shall represent in aggregate more than 30 per cent of the turnover of the business or businesses so acquired in which event the Vendor shall or shall procure that such other member of the Vendor’s Group shall within six months of the completion of such acquisition divest itself of such magazine or event failing which it must, unless the Purchaser otherwise agrees, cease the publication, management or organisation thereof for the duration of the relevant covenants.

10.5         Nothing in clause 10.2.1 shall prohibit the Vendor or any other member of the Vendor’s Group from holding shares or stock quoted or dealt in on a recognised investment exchange (as defined in the FSMA) so long as not more than five per cent of the issued shares or stock of any class of any one company is so held.

10.6         Nothing in this clause 10 shall prevent the Vendor or any other member of the Vendor’s Group from:

10.6.1      employing any person whose employment with the Companies or the Subsidiaries is terminated, in each case, after Completion; or

10.6.2      advertising generally for staff or employing any person who has responded to any such general advertisement; or

10.6.3      approaching, canvassing, soliciting or engaging the services of freelance contributors unless by so engaging their services such persons are thereby prevented from continuing to offer their services to those of the Companies and/or the Subsidiaries by which they have been so engaged prior to the date hereof.

10.7         The Vendor agrees and acknowledges that the restrictions contained in this clause 10 are fair and reasonable and necessary to assure to the Purchaser the full value and benefit of the Shares and to protect the goodwill of the Companies and the Subsidiaries but, in the event that any such restriction shall be found to be void or unenforceable but would be valid and effective if some part or parts thereof were deleted, such restriction shall apply with such deletion as may be necessary to make it valid and effective.

10.8         In the event that, at any time after the date hereof, one or more persons acting alone or in concert shall acquire more than 50 per cent of the issued share capital of the Vendor or otherwise gain control of more than 50 per cent of the voting rights in the Vendor as a result of which the Vendor ceases to be the ultimate holding company of the Vendor’s Group, then for the purposes of this clause 10 only from the happening of such event and thereafter the expression “the Vendor’s Group” shall mean the Vendor’s Group as defined in clause 1.1 as the same existed immediately prior to the happening of such event.

11.          INTERIM AND TRANSITIONAL ARRANGEMENTS

From the date of this agreement, the Vendor and the Purchaser shall comply with the provisions of schedule 14 in relation to the matters dealt with therein.

19

12.          USE OF NAMES

12.1         As soon as reasonably practicable but in any event, within three months following Completion, the Purchaser shall procure that any member of the Purchaser’s Group (including for the avoidance of doubt the Companies and the Subsidiaries) whose name incorporates the words “Highbury” or “Highbury House” shall pass a special resolution to change the name of any such member to one not containing the words “Highbury” or “Highbury House”.

12.2         The Purchaser shall and shall procure that each member of the Purchaser’s Group (including for the avoidance of doubt the Companies and the Subsidiaries) shall as soon as reasonably practicable but, in any event, within six months after the Completion Date but subject to clause 12.3 cease to use in any way or display any trademarks or names consisting of or incorporating the words “Highbury” or “Highbury House”, or any colourable imitations thereof and/or any trademark, name or logo used by any member of the Vendor’s Group (excluding for the avoidance of doubt the Trademarks and Domain Names, and save as provided in clause 12.4 or 12.5) (together called the “Marks”) including, without prejudice to the foregoing, the use of the Marks on any building owned or used by the Companies or the Subsidiaries, any drawings produced by any of the Companies or the Subsidiaries and on any letterhead, other stationery and any electronic media, including email addresses, web-sites and domain names.  For the avoidance of doubt nothing in this agreement shall or shall be deemed to transfer to the Purchaser or the Companies or the Subsidiaries any right, title or interest in the Marks.

12.3         Each member of the Purchaser’s Group (including the Subsidiaries and Companies) shall not be prevented from retaining copies of Past Issues or other historical materials consisting of or incorporating the Marks in whatever form or media for the purposes of supplying copies of such Past Issues or other historical materials in whole or in part or for the purposes of holding archived materials in whatever form or media to the extent such materials were created prior to the Completion Date and consist of or incorporate the Marks.

12.4         The Vendor shall and shall procure that:

12.4.1      as soon as reasonably practicable but, in any event, within three months following the Completion Date any member of the Vendor’s Group whose name contains the word “Columbus” shall pass a special resolution to change the name of any such member to one not containing the word “Columbus”; and

12.4.2      as soon as reasonably practicable but, in any event, within a period of six months following the Completion Date each member of the Vendor’s Group shall cease to use in any way or display a name consisting of or incorporating the word “Columbus” or any colourable imitation thereof save that no member of the Vendor’s Group shall be prevented from retaining copies of Past Issues consisting of or incorporating the word “Columbus” in whatever form or media for the purposes of supplying copies of such Past Issues, in whole or in part, or for the purposes of holding archived materials in whatever form or media to the extent such materials were created prior to the Completion Date and consist of or incorporate the word “Columbus”.

20

12.5         As soon as reasonably practicable but, in any event, within a period of three months following the Completion Date, the Vendor shall and shall procure that:

12.5.1      any member of the Vendor’s Group whose name contains the word “Nexus” shall pass a special resolution to change the name of any such member to one not containing the word “Nexus”; and

12.5.2      each member of the Vendor’s Group shall cease to use in any way or display a name constituting of or incorporating the word “Nexus” or any colourable imitation thereof (“Nexus Marks”) save:

12.5.2.1   as soon as reasonably practicable but, in any event within, a period of six months following the Completion Date during which period members of the Vendor’s Group shall be permitted to use the Nexus Marks in any drawings, exhibition brochures, promotional material and on any electronic media which has been produced prior to the Completion Date and which is used in the ordinary course of business; and

12.5.2.2   that no member of the Vendor’s Group shall be prevented from retaining copies of Past Issues consisting of or incorporating the Nexus Marks in whatever form or media for the purposes of supplying copies of such Past Issues in whole or in part or for the purposes of holding archived materials in whatever form or media to the extent that such materials were created prior to the Completion Date and consist of or incorporate the Nexus Marks.

12.6         Following the period referred to in clause 12.2 above, the Purchaser shall procure if so requested by the Vendor that any member of the Purchaser’s Group (as specified by the Vendor) shall enter into the Highbury Brand Assignment.

12.7         Following the periods referred to in clauses 12.4 and 12.5 above, the Vendor shall procure, if so requested by the Purchaser, that any member of the Vendor’s Group (as specified by the Purchaser) shall enter into the Nexus & Columbus Brand Assignment.

13.          TAXATION

The provisions of schedule 3 shall apply with respect to the matters contained or referred to therein.

14.          PROPERTY MATTERS

14.1         The Purchaser agrees to permit ▇▇▇▇▇ ▇▇▇▇▇▇ or any other employee of Highbury Nexus Special Interests Limited who replaces ▇▇▇▇▇ ▇▇▇▇▇▇ to occupy, free of charge the premises at ▇▇▇▇▇▇▇▇▇▇ Business Park, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ until the expiry or termination of the licence under which this property is occupied.

14.2         The Vendor covenants with the Purchaser that it will with effect from the date of this agreement until the earliest of the expiry of any Target Group member’s liability under an authorised guarantee agreement entered into in connection with a lawful assignment of or the expiry or sooner determination of the term of the leases referred to in paragraphs 14.2.1 and 14.2.2 below pay the rents reserved by and observe and

21

perform the covenants and conditions on the part of the tenant or any surety contained in such leases and any documents supplemental thereto and indemnify and keep indemnified the Purchaser and any Target Group member against any Losses (which for the avoidance of doubt, shall include any tax incurred by any Target Group member in connection with such assignment notwithstanding that any such assignment occurs after the Completion Date) that may be incurred as a result of any future non-payment, breach, non-performance or non-observance of such covenants and conditions howsoever arising (save due to the act neglect or default of any Target Group member):

14.2.1      Lease of ground floor offices, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ (“▇▇▇▇ ▇▇▇▇▇▇ House Property”) dated 16 July 2001 and made between (1) ▇▇▇▇ Business Information Limited and (2) Cumulus Business Media Limited and (3) the Vendor (“Cheam Lease”); and

14.2.2      Lease of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 2, 4 and ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ (“Jordan House Property”) dated 11 November 1999 and made between (1) ▇▇▇▇▇▇▇ Properties (North London) Limited (2) Columbus Publishing Limited and (3) Columbus Group Plc (“Jordan House Lease”).

14.3         The Purchaser acknowledges that Highbury Columbus Travel Publishing Limited intends to enter into an agreement for the assignment of the Cheam Lease to the Vendor or a member of the Vendor’s Group in the agreed form (“Cheam Agreement for Assignment”) and that such agreement is stated to be conditional upon obtaining the landlord’s consent and the Vendor covenants to enter into or procure that a member of the Vendor’s Group enters into the Cheam Agreement for Assignment prior to Completion.

14.4         The Purchaser covenants with the Vendor that it will at the Vendor’s cost provide all necessary assistance to the Vendor in obtaining the consent of the landlord and of any other relevant party to the assignment of the Cheam Lease to the Vendor or a member of the Vendor’s Group and will provide forthwith all information lawfully requested by the landlord pursuant to such application.

14.5         Until the assignment of the Cheam Lease to the Vendor or a member of the Vendor’s Group has been lawfully completed the Purchaser will hold the Cheam Lease on trust for the Vendor and will permit the Vendor or a member of the Vendor’s Group nominated by the Vendor to occupy the Cheam Premises on the terms of the Cheam Agreement for Assignment.

14.6         The Purchaser acknowledges that Highbury Columbus Travel Publishing Limited intends to enter into an agreement for the assignment of the Jordan House Lease to the Vendor or a member of the Vendor’s Group in the agreed form (“Jordan House Agreement for Assignment”) and that such agreement is stated to be conditional upon obtaining the landlord’s consent and the Vendor covenants to enter into or procure that a member of the Vendor’s Group enters into the Jordan House Agreement for Assignment prior to Completion.

14.7         The Purchaser covenants with the Vendor that it will at the Vendor’s cost provide all necessary assistance to the Vendor in obtaining the consent of the landlord and of any other relevant party to the assignment of the Jordan House Lease to the Vendor or a member of the Vendor’s Group and will provide forthwith all information lawfully requested by the landlord pursuant to such application.

22

14.8         Until the assignment of the Jordan House Lease to the Vendor or a member of the Vendor’s Group has been lawfully completed the Purchaser will hold the Jordan House Lease on trust for the Vendor and will permit the Vendor or a member of the Vendor’s Group nominated by the Vendor to occupy the Jordan House Premises on the terms of the Jordan House Agreement for Assignment.

14.9         The Vendor covenants with the Purchaser that it will at it own cost use all reasonable endeavours (including if necessary a declaration of the court) to obtain the necessary consents required to enable the Cheam Lease and the Jordan House Lease to be assigned pursuant to the Cheam Agreement for Assignment and the Jordan House Agreement for Assignment and the Vendor will ensure that its solicitors keep the Purchaser’s solicitors informed at all times of the progress of obtaining the respective landlords’ consents.

14.10       The Vendor undertakes to use all reasonable endeavours to obtain as soon as practicable and, if possible, by Completion a form DS1 from the Governor and Company of the Bank of Scotland (“BoS”) in respect of the charge granted by Nexus Media Communications Limited on 31 December 1997 to BoS in respect of Media House which was released on 17 March 2000.  If such from DS1 is not obtained by Completion, the Vendor shall continue to use all reasonable endeavours to obtain it as soon as possible after Completion.

15.          FURTHER ASSURANCE AND ATTORNEY

15.1         On and after Completion, the Vendor shall, at the reasonable request of the Purchaser, do and execute or procure to be done and executed all such acts, deeds, documents and things as may reasonably be necessary to give effect to this agreement.

15.2         On Completion, the Vendor shall execute or procure the execution under seal or as a deed of a power of attorney (in a form acceptable to the Purchaser, acting reasonably) in favour of the Purchaser or such person as may be nominated by the Purchaser generally in respect of the Shares and in particular to enable the Purchaser (or its nominee) to attend and vote at general meetings of the Companies during the period prior to the name of the Purchaser (or its nominee) being entered on the register of members of the Companies in respect of the Shares.

16.          ANNOUNCEMENTS

No announcement, communication or circular (other than the Circular) concerning this agreement shall be made (whether before or after the Completion Date) by or on behalf of the parties hereto without the prior approval of the other or others (such approval not to be unreasonably withheld or delayed) save for such announcements as may be required by the law of any relevant jurisdiction and/or by the UK Listing Authority and/or the London Stock Exchange and/or the Securities Exchange Commission and/or the Panel on Takeovers and Mergers or any governmental or regulatory authority or body in any jurisdiction to which the relevant party submits or is subject provided that each party must in each case consult with the other so far as practicable and take account of the reasonable requests of the other party prior to making any such announcements.

17.          COSTS

17.1         Each of the parties shall bear and pay its own legal, accountancy actuarial and other fees and expenses incurred in and incidental to the preparation and implementation of

23

this agreement and of all other documents in the agreed form.  For the avoidance of doubt, the Vendor shall bear and pay all fees and costs associated with the preparation of (i) the Statutory Accounts and the EBITA Statement, and (ii) the Vendor Due Diligence Report (including any costs charged by the Vendor’s Accountants in connection with the discussion of such report with the Purchaser).

17.2         The Purchaser shall pay all stamp duty and other transfer duties and registration fees applicable to any document to which it is a party and which arise as a result or in consequence of this agreement.

17.3         Save as provided in clause 3.4 the Purchaser shall pay the costs (including fees) charged by the accountants instructed by it in the preparation and audit of the US GAAP Accounts, provided that the Vendor shall bear 12 per cent of any such costs and fees up to a maximum of £50,000.

18.          SUCCESSORS AND ASSIGNMENT

18.1         This agreement shall be binding on and enure for the benefit of each party’s successors and personal representatives but shall not be assignable without the written consent of the other except that each of the Vendor and the Purchaser may at any time following Completion assign its rights (but not its obligations) under this agreement to any company of which it is a subsidiary or of which it is a holding company or any subsidiary of its holding company (“Permitted Assignee”) without the consent of the Vendor or the Purchaser (as applicable) provided that such arrangements shall not increase the liability of the other party under this agreement and provided further that should the Permitted Assignee cease to be a member of either the Purchaser’s Group or the Vendor’s Group (as applicable) the Purchaser or the Vendor (as the case may be) shall procure that the Permitted Assignee reassigns its rights under the agreement to another member of either the Purchaser’s Group or the Vendor’s Group (as applicable).  In the event of any assignment under this clause, references to the Vendor or the Purchaser (other than in this clause) shall be construed as references to the holder for the time being of the Vendor’s or the Purchaser’s rights under this agreement.

18.2         The Purchaser may at any time before Completion assign its rights and obligations under this agreement to a Permitted Assignee by notice to (and without the consent of) the Vendor, provided that in the event of such assignment the Purchaser shall remain jointly and severally liable for the obligations of such assignee at Completion.

18.3         Except as otherwise expressly provided, all rights and benefits under this agreement are personal to the parties and may not be assigned at law or in equity without the prior written consent of the other party.

19.          ENTIRE AGREEMENT

19.1         This agreement (including the schedules to it) and any documents in the agreed form, the Confidentiality Agreement and the Disclosure Letter (“Acquisition Documents”) constitute the entire agreement between the parties with respect to the subject matter of this agreement.

19.2         Except for any misrepresentation or breach of warranty which constitutes fraud:

19.2.1      the Acquisition Documents supersede and extinguish all previous agreements between the parties relating to the subject matter thereof (including the letter

24

dated 26 January 2005 between the Vendor and the Purchaser) and any representations and/or warranties previously given or made other than those contained in the Acquisition Documents;

19.2.2      each party acknowledges to the other (and shall execute the Acquisition Documents in reliance on such acknowledgement) that it has not been induced to enter into any such documents by nor relied on any representation or warranty other than the representations and/or warranties contained in such documents;

19.2.3      each party hereby irrevocably and unconditionally waives any right it may have to claim damages in respect of or to rescind this agreement or any of the other Acquisition Documents by reason of any misrepresentation whatsoever or by reason of any warranty not set forth in any of the Acquisition Documents; and

19.2.4      except for the Purchaser’s remedies under clause 3.2,4.3 and 8.8, the only remedy available for breach of any of the Warranties or for breach of any of the warranties set out in the any of the other Acquisition Documents shall be damages for breach of contract under the terms of the relevant document and rescission shall not be available as a remedy for any breach of this agreement.

19.3         Each of the parties acknowledges and agrees for the purposes of the Misrepresentation ▇▇▇ ▇▇▇▇ and the Unfair ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ that the provisions of this clause 19 are reasonable.

20.          CONFIDENTIALITY

The Purchaser undertakes to and covenants with the Vendor that (except with the consent in writing of the Vendor) neither it nor any other member of the Purchaser’s Group will at any time after Completion (except as required by law or any regulation of any relevant stock exchange or other governmental or regulatory authority or body in any jurisdiction) disclose or divulge to any person (other than to officers or employees of the Vendor whose province it is to know the same) or use any Retained Confidential Information which is within or has come to its knowledge.  The Vendor agrees that the Confidentiality Agreement shall be terminated in all respects with effect from Completion.

21.          TIME FOR PERFORMANCE

Time shall not be of the essence of this agreement but following failure by any party to comply with any provision of this agreement time may be made of the essence by any other party giving to the party in default two Business Days’ notice to that effect.

22.          VARIATIONS

No variation of this agreement or any of the documents in the agreed form shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.

23.          WAIVER

No waiver by either party of any breach or non-fulfilment by the other party of any provisions of this agreement shall be deemed to be a waiver of any subsequent or other breach of that or any other provision and no failure to exercise or delay in exercising any right or remedy under

25

this agreement shall constitute a waiver thereof.  No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.  The rights and remedies of each party provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.

24.          AGREEMENT CONTINUES IN FORCE

This agreement shall remain in full force and effect so far as concerns any matter remaining to be performed at Completion even though Completion shall have taken place.

25.          SEVERABILITY

The invalidity, illegality or unenforceability of any provisions of this agreement shall not affect the continuation in force of the remainder of this agreement.

26.          NOTICES

26.1         Any notice to be given pursuant to the terms of this agreement shall be given in writing to the party due to receive such notice at the address set out in clause 26.2 or such other address as may have been notified to the other parties in accordance with this clause 26.  Notice shall be delivered personally or sent by first class prepaid recorded delivery or registered post (airmail if overseas) or by facsimile transmission and shall be deemed to be given in the case of delivery personally on delivery and in the case of posting (in the absence of evidence of earlier receipt) 48 hours after posting (six days if sent by airmail) and in the case of facsimile transmission on completion of the transmission provided that the sender shall have received printed confirmation of transmission.

26.2         For the purposes of clause 26.1, the address of each of the parties is as follows:

26.2.1      Vendor:

Highbury House Communications plc

▇▇▇▇▇▇ ▇▇▇▇▇

▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇ ▇▇ ▇▇▇

Attention: Company Secretary

Fax Number: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇

26.2.2      Purchaser:

Ergo Science Corporation

▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,

▇▇▇▇▇ ▇▇▇▇,

▇▇▇ ▇▇▇▇,

▇▇ ▇▇▇▇▇,

▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇

Fax Number: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

with a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇▇ R.L.L.P.

CityPoint (Level 33)

26

One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇

Fax Number: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇

27.          COUNTERPARTS

This agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.

28.          THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this agreement, except for (i) the Companies, the Subsidiaries and their respective officers and employees pursuant to clause 8.5; (ii) the Companies and the Subsidiaries pursuant to clause 8.14, clause 14.2 and paragraph 34 of schedule 14.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

29.          SERVICE OF PROCESS

The Purchaser irrevocably appoints Stirling Square Capital Partners (Attention: ▇▇▇▇ ▇▇▇▇ Ergo Science Corporation) at 4th Floor, Liscartan House, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ (Facsimile 00 44 20 7808 4785) as its agent for services of notices and/or proceedings in relation to any matter arising out of or in connection with this agreement and service on such agent shall be deemed to be service on the Purchaser.

30.          CAPACITY

30.1         Each of the parties warrants to the other that it has full power and authority and has obtained all necessary consents (including, where relevant, shareholder consent) (save that the Purchaser acknowledges and agrees that the Vendor requires the sale of the Target Group members to be approved by the members of the Vendor in general meeting) to enter into and perform the obligations expressed to be assumed by it under this agreement (and any other agreement or arrangement required to be entered into by it in connection with this agreement), that the obligations expressed to be assumed by it hereunder are legal, valid and binding and enforceable against it in accordance with their terms and that the execution, delivery and performance by it of this agreement and each such other agreement and arrangement will not:

30.1.1      result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or under its constitutive documents; or

30.1.2      result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound.

30.2         Clause 9 and schedule 9 shall not apply to any Claim arising under or in connection with clause 30.1.

27

31.          GOVERNING LAW AND JURISDICTION

31.1         This agreement shall be governed by and construed in accordance with the laws of England.

31.2         The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this agreement and that accordingly, any suit, action or proceedings arising out of or in connection with this agreement shall be brought in such courts.

IN WITNESS of which the parties or their duly authorised representatives have executed this agreement as a deed.

28

SCHEDULE 1

Part 1

The Companies

29

30

31

32

33

Part 2

The Subsidiaries

34