Prepared and filed by St Ives Financial

Exhibit 4.2

*Portions marked with asterisks have been omitted pursuant to a request for confidential treatment, and have been filed separately in connection with such request.

(1)	Reuters Limited a company incorporated in England whose registered office is at 85 Fleet Street, London EC4P 4AJ (the “Principal Seller”);

(2)	Blaxmill (Six) Limited a company incorporated in England whose registered office is at 85 Fleet Street, London EC4P 4AJ (“Blaxmill”);

(3)	Reuters C LLC a limited liability company incorporated in the state of Delaware, USA whose principal office is at The Reuters Building, 3 Times Square, New York, 10036, NY, USA (“Reuters C”);

(4)	Reuters America LLC a limited liability company incorporated in the state of Delaware, USA whose principal office is at The Reuters Building, 3 Times Square, New York, 10036, NY, USA (“Reuters America” and, together with the Principal Seller, Blaxmill and Reuters C, the “Sellers”); and

(5)	British Telecommunications plc a company incorporated in England whose registered office is at 81 Newgate Street, London, EC1A 7AJ (the “Purchaser”).

(A)	In 2000 certain members of the Equant Group and certain members of the Sellers’ Group established the Company to deliver extranet services to users in the financial services industry;

(B)	certain members of the Sellers’ Group entered into a number of contractual arrangements with the Company;

(C)	*;

(D)	the Principal Seller and the Equant Group have terminated or amended their existing contractual arrangements relating to their shareholdings in the Company and the Principal Seller has purchased the Equant Group’s entire interest in the Group;

(E)	the Sellers have agreed to sell (or to procure the sale of) the Shares (as defined below) and to assume the obligations imposed on them under this Agreement;

(F)	the Purchaser has agreed to purchase the Shares and to assume the obligations imposed on the Purchaser under this Agreement; and

(G)	the Principal Seller and the Purchaser have agreed to enter into a new Network Services Agreement (as defined below).

1.1	Definitions

	“2003 Accounts” means the audited consolidated accounts of the Group for the twelve month period ended on 31 December 2003;

	“2004 Accounts” means the audited consolidated accounts of the Group for the twelve month period ended on 31 December 2004;

	“2004 Unaudited Accounts” means the unaudited consolidated accounts of the Group for the twelve month period ended on 31 December 2004;

	“Accounts Date” means 31 December 2003 in respect of the 2003 Accounts and 31 December 2004 in respect of the 2004 Accounts;

	“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Principal Seller and the Purchaser and signed for identification by the Purchaser’s Lawyers and the Sellers’ Lawyerswith such alterations as may be agreed in writing between the Principal Seller and the Purchaser from time to time;

	“Amended Rules” has the meaning given in paragraph 1(i) of Schedule 16;

	“BT Employees” means the persons named in part 2 of Schedule 14;

	“Business Day” means a day which is not a Saturday, Sunday or a public holiday in England;

	“C Shares” means the 35,000,000 “C” Ordinary Shares of 0.0005 pence each in the capital of the Company;

	“Cash Amount” means the aggregate of the line items (i) “Security Deposits” and (ii) “Cash/Short Term” as at the close of business on the Closing Statement Date as set out in the Cash, Debt and Working Capital Statement and calculated in accordance with Schedule 3;

	“Cash Cancellation Proposal” means a proposal to cancel outstanding Options in consideration for a cash payment pursuant to the Amended Rules;

	“Cash, Debt and Working Capital Statement” means the statement to be prepared by the Purchaser in accordance with Clause 8 and Schedule 3;

	“Closing” means the completion of the sale and purchase of the Shares pursuant to Clauses 7.1, 7.2 and 7.3 of this Agreement;

	“Closing Statement Date” means the Closing Date if it is the last day of the month and, if not, the last day of the month prior to the Closing Date, or such other day as is agreed between the Principal Seller and the Purchaser;

	“Closing Date” means the date on which Closing takes place;

	“Company” means Radianz Limited, details of which are set out in Schedule 1;

	“Confidentiality Agreement” means the mutual non-disclosure agreement dated 25 April 2003 between the Principal Seller and the Purchaser pursuant to which the Principal Seller made available to the Purchaser certain confidential information relating to the Group;

	“Consultancy Agreement” means an agreement other than a contract of employment with a Group Company, pursuant to which an individual provides services;

	“Consultant” means an individual providing services to a Group Company pursuant to a Consultancy Agreement on an annual fee (on the basis of a full time consultancy) in excess of £80,000 or local equivalent and for a term of not less than 3 months;

	“Data Room” means the information and documentation made available to the Purchaser prior to the date of this Agreement in the Company’s data rooms at Fleet Place, Prescot Street and New York and in the Reuters data rooms at the offices of the Sellers’ Lawyers, a complete list of which is set out in the Data Room Index;

	“Data Room Index” means the list of that name agreed between the Principal Seller and the Purchaser and attached to the Disclosure Letter;

	“Debt Amount” means the aggregate amount of the line item “Finance Leases” and any other interest bearing debt of the Group as at the close of business on the Closing Statement Date (stated as a positive number) as set out in the Cash, Debt and Working Capital Statement and calculated in accordance with Schedule 3;

	“Disclosure Letter” means the letter (including the appendices thereto) dated on the same date as this Agreement from the Principal Seller to the Purchaser disclosing:

	(i)	information constituting exceptions and qualifications to the Principal Seller’s Warranties; and

	(ii)	details of other matters referred to in this Agreement;

	“Draft Cash, Debt and Working Capital Statement” has the meaning set out in Clause 8.1;

	“Employee Body” means any European Works Council, works council, trade union or other employee representatives and “Employee Bodies” will be interpreted accordingly;

	“Encumbrance” means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

	“Equant Group” means Equant NV and its subsidiaries and subsidiary undertakings from time to time;

	“Estimated Cash Amount” means US$51.583 million;

	“Estimated Debt Amount” means US$3.339 million;

	“Estimated Working Capital Amount” means US$(39.461 million);

	“European Regulations” means any applicable legislation in any jurisdiction implementing the provisions of EC Directives nos. 77/187 and 2001/23 or any equivalent or replacement thereof;

	“European Works Council” means a forum established for the purposes of information and consultation pursuant to the European Community’s Directive 94/45 dated 22 September 1994 or the European Community’s Directive 97/74 dated 13 December 1999 (and any amendments thereof) and any successor body of such forum;

	“Former Employee” means any person who was employed by any Group Company but who is not so employed at the date of this Agreement;

	“Group” means the Group Companies, taken as a whole;

	“Group Companies” means the Company and the Subsidiaries and “Group Company” means any one of them;

	“Group Indebtedness” means indebtedness (other than amounts arising out of the ordinary course of trade) owed by the Group Companies to the Sellers’ Post-Closing Group;

	“Intellectual Property” means patents, petty patents, utility models, trade marks, service marks, (including any trade, brand or business names), design rights (whether registered or unregistered), copyright, (including all copyright in computer software and any databases), semi-conductor topography rights, database rights, and all other similar intellectual proprietary rights as may exist anywhere in the world and including all extensions, and renewals thereof and all applications and rights to apply for any of the same;

	“LIBOR” means the British Bankers’ Association Interest Settlement Rate for one month U.S. Dollar displayed on the appropriate page of the Reuters screen (or such other page as the parties may agree) at 11.00 a.m., London time, on the first day of the period to which any interest period relates (the “Relevant Date”). If such rate does not appear on the Reuters screen page on the Relevant Date, the rate for the Relevant Date will be deemed to be the rate on the last preceding date on which such rate did so appear;

	“Losses” means all losses, liabilities, costs (including without limitation legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

	“Network Services Agreement” means the network services agreement entered into between the Principal Seller and the Purchaser on the date hereof;

	“Novation Agreement” means the novation agreement between the Principal Seller, the Purchaser and Radianz Proton Limited in the Agreed Terms;

	“Option” means an option granted over C Shares pursuant to the rules of the Plan;

	“Ordinary Shares” means the 1,000 “A” ordinary shares of £1 each in the capital of the Company;

	“Partner Services Agreement” means the partner services agreement dated 21 October 2004 between the Company and Equant Network Services International Limited (“ENSIL”) pursuant to which the Company agreed to purchase services from ENSIL;

	“Pension Schemes” has the meaning set out in Schedule 11;

	“Plan” means the Radianz 2000 Stock Option Plan as amended from time to time (other than pursuant to the terms of this Agreement);

	“PMIC” means Pender Mutual Insurance Company and/or Pender Mutual Insurance Company Limited as the context requires;

	“Preference Shares” means the 15,800 6.5 per cent. cumulative preference shares of US$1 each, being all of the issued preference shares in the capital of the US Company;

	“Principal Seller’s Indemnities” means the indemnities given by the Principal Seller pursuant to Schedule 12 and under paragraph 8.1 and 8.2 of Schedule 7 (Pensions) and “Principal Seller’s Indemnity” means any one of them;

1	Interpretation

	In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

	“Previous NSA” means the network services agreement between the Principal Seller and the Company for the supply of telecommunications and data services dated 22 May 2000 (as amended) which is to be replaced by the Network Services Agreement;

	“Previous RSAs” means the services agreement between the Principal Seller and the Company for the supply of services by the Principal Seller dated 22 May 2000 (as amended) and the services agreement dated 30 June 2000 between Radianz No.2 US Inc. and Reuters America Inc. (as amended);

	“Principal Seller VAT Group” means the VAT group under VAT reference 397 000555 of which Reuters Limited is the representative member;

	“Principal Seller’s Closing Warranties” means the warranties given by the Principal Seller immediately prior to but as at Closing pursuant to Clause 10 and Schedule 4 and “Principal Seller’s Closing Warranty” means any one of them;

	“Principal Seller’s Warranties” means the warranties given by the Principal Seller pursuant to Clause 10 and Schedule 4 and “Principal Seller’s Warranty” means any one of them;

	“Proceedings” means any proceeding, suit or action arising out of or in connection with this Agreement;

	“Properties” means the properties set out in Schedule 9 and “Property” means any one of them;

	“Purchase Price” has the meaning set out in Clause 3.1;

	“Purchaser’s Group” means BT Group plc and its subsidiary undertakings from time to time;

	“Purchaser’s Lawyers” means Linklaters of One Silk Street, London, EC2Y 8HQ;

	“Relevant Employees” means those employees who are immediately prior to Closing employed in the Group (other than any specifically excluded by agreement with the Purchaser);

	“Relief” includes any relief, loss, allowance, exemption, set-off in respect of any Taxation, any deduction or credit in computing or against profits or Taxation and any right to repayment of Taxation;

	“Retention Agreements” means the retention agreements listed in Schedule 15 and in the form of the copy of which has been initialled by the Purchaser’s Lawyers and the Sellers’ Lawyers for the purposes of identification and, for the avoidance of doubt, does not include any modification to any such agreements;

	“Reuters Indebtedness” means indebtedness (other than amounts arising out of the ordinary course of trade and amounts to be novated to the Purchaser under the Novation Agreement) owed by the Sellers’ Post-Closing Group to the Group Companies;

	“RFP” means a request for proposals issued by the Principal Seller to a number of candidates relating to the provision of certain network services to the Sellers’ Group;

	“RLT Senior Employees” means any of those persons listed in Part 3 of Schedule 14;

	“Sellers’ Group” means Reuters Group PLC and its subsidiary undertakings from time to time;

	“Sellers’ Lawyers” means Slaughter and May of One Bunhill Row, London EC1Y 8YY;

	“Sellers’ Post-Closing Group” means the Sellers’ Group excluding the Group Companies;

	“Senior Employee” means any of those persons listed in Part 1 of Schedule 14;

	“Service Document” means a claim form, application notice, order or judgement or other document relating to any Proceedings;

	“Shares” means the Ordinary Shares and the Preference Shares;

	“Subsidiaries” means the subsidiaries listed in paragraph 2 of Schedule 1 together with any other subsidiaries of the Company and “Subsidiary” means any one of them;

	“Target Working Capital Amount” means the Estimated Working Capital Amount plus US$19.640 million;

	“Taxation” or “Tax” means all forms of taxation (whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value sales, telecoms, gross receipts, franchise, transfer, registration or other reference) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions (including without limitation social security contributions and any other payroll taxes), rates, surtaxes and levies, in each case whenever and wherever imposed including in the United Kingdom, the United States of America or elsewhere and including whether imposed by way of a withholding or deduction for or on account of tax or otherwise, and whether chargeable directly or primarily against or attributable directly or primarily to a Group Company or any other person and all penalties, charges and interest relating thereto, provided (i) that the references to Taxation or Tax shall not extend to United Kingdom stamp duty or penalties or interest in respect of such stamp duty (but for the avoidance of doubt, references to Taxation or Tax do include stamp duty reserve tax and stamp duty land tax), and (ii) that the references to Taxation or Tax in Schedule 4 of this Agreement shall not include US Sales Tax;

	“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

	“Tax Indemnity” means Schedule 13 of this Agreement;

	“Transaction” includes any transaction, circumstance, act, event or omission of whatever nature and includes, without limitation, any change in the residence of any person for the purposes of any Taxation and any change in accounting reference date;

	“UK Pension Schemes” means the Reuters Retirement Plan, the Reuters Pension Fund and the Equant Pension Scheme;

	“US Company” means Radianz Americas Inc., details of which are set out in Schedule 1;

	“US Plans” means the Radianz 401(K) Plan and the Radianz Executive Retirement Plan;

	“US Sales Tax” means any sales tax, telecoms tax and other regulatory fees or surcharges incurred in the United States of America;

	“US/UK Group Companies” means Radianz US Holdings Inc., Radianz Americas Inc., Radianz Connect Services Limited, Radianz US Inc., Radianz Limited, Radianz Global

	Network Operations Limited, Radianz Global Sales Limited, Radianz Proton Limited and Radianz Global Limited, and “US/UK Group Company” means any one of them;

	“VAT” means, within the European Union, such Tax as may be levied in accordance with (but subject to derogations from) the Directive 77/388/EEC and, outside the European Union, any Taxation levied by reference to added value or sales; and

	“Working Capital Amount” means the amount of the line item headed “Total Working Capital” less “Security Deposits” as set out in the Cash, Debt and Working Capital Statement and calculated in accordance with Schedule 3.

1.2	Modification etc. of Statutes

	References to a statute or statutory provision:

	1.2.1	are references to that statute or provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement except to the extent that any amendment or modification made or coming into effect of any statute or provision after the date of this Agreement would increase or alter the liability of the Sellers under this Agreement; and

	1.2.2	include any subordinate legislation made from time to time under that statute or provision.

1.3	Singular, plural, gender

	References to one gender include all genders and references to the singular include the plural and vice versa.

1.4	References to persons and companies

	References to:

	1.4.1	a person include any company, partnership or unincorporated association (whether or not having separate legal personality); and

	1.4.2	a company shall include any company, corporation or any body corporate, wherever incorporated.

1.5	References to subsidiaries and holding companies

	Except where expressly stated otherwise, the words “holding company”, “subsidiary” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the Companies Act 1985.

1.6	Connected Persons

	A person shall be deemed to be connected with another if that person is connected with such other within the meaning of Section 839 of the Income and Corporation Taxes Act 1988.

1.7	Accounts

	Any reference to “Accounts” shall include the directors’ and auditors’ reports, relevant balance sheets and profit and loss accounts and related notes together with all documents which are annexed to or included in or which form a part of the accounts of the company concerned.

1.8	Schedules etc.

	References to this Agreement shall include any Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

1.9	Headings

	Headings shall be ignored in interpreting this Agreement.

1.10	Information

	References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

2	Agreement to Sell the Shares

	2.1.1	On and subject to the terms of this Agreement, each of the Sellers agrees to sell (or procure the sale of) those Shares set opposite its name in Schedule 10 with full title guarantee and together with all rights and advantages attaching to them as at Closing (including, without limitation, the right to receive all dividends or distributions declared, made or paid on or after Closing), and the Purchaser agrees to purchase the Shares.

	2.1.2	The Sellers shall procure that on or prior to Closing any and all rights of pre- emption over the Shares are waived irrevocably by the persons entitled thereto.

3	Purchase Price

3.1	Amount

	The consideration for the purchase of the Shares under this Agreement shall be an amount of US$203,604,000 in cash being:

	(iii)	US$175,000,000;

	(iv)	plus the Estimated Cash Amount of US$51,583,000;

	(v)	less the Estimated Debt Amount of US$3,339,000; and

	(vi)	less US$19,640,000 (the amount by which the Estimated Working Capital Amount is less than the Target Working Capital Amount),

	(together, the “Purchase Price”).

3.2	Reduction of Purchase Price

	If any payment is made by the Sellers to the Purchaser in respect of any claim for any breach of this Agreement or pursuant to an indemnity under this Agreement (or any agreement entered into under this Agreement) or pursuant to Clause 8 of this Agreement, the payment shall be made by way of adjustment of the Purchase Price paid by the Purchaser for the Shares under this Agreement and the Purchase Price shall be deemed to have been reduced by the amount of such payment.

3.3	Repayment of Intra-Group Debt

	3.3.1	Pre-Closing obligation

		Prior to Closing, the Principal Seller shall endeavour to procure that (i) all Reuters Indebtedness shall be paid by the relevant member of the Sellers’ Post-Closing Group to the relevant Group Company and (ii) that all Group Indebtedness shall be paid by such Group Companies to the relevant member of the Sellers’ Post-Closing Group.

	3.3.2	Set-Off

		Amounts payable between a member of the Sellers’ Post-Closing Group and a Group Company referred to above shall be set-off against each other and only the net amount paid.

	3.3.3	Trade Balances

		For the avoidance of doubt, all balances arising out of the ordinary course of trade (excluding intra-group indebtedness) between the Sellers’ Post-Closing Group and the Group Companies shall be included in the definition of Working Capital Amount and shall be settled in the ordinary course of business.

	3.3.4	Post-Closing Obligation in relation to Group Indebtedness

		Without prejudice to Clause 3.3.1, in the event that any Group Indebtedness is not paid prior to Closing in accordance to Clause 3.3.1, the Purchaser shall procure that it is paid by such Group Companies to the relevant member of the Sellers’ Post-Closing Group as soon as practicable following Closing. If requested to do so by the Purchaser, the Principal Seller shall procure that the relevant member of the Sellers’ Post-Closing Group provides to the relevant Group Companies a release and waiver (in a form acceptable to the Purchaser and the Principal Seller, in each case acting reasonably) in respect of any Group Indebtedness paid by such Group Companies pursuant to this Clause 3.3.4.

	3.3.5	Post-Closing Obligation in relation to Reuters Indebtedness

		Without prejudice to Clause 3.3.1, in the event that any Reuters Indebtedness is not paid prior to Closing in accordance to Clause 3.3.1, the Principal Seller shall procure that it is paid by the relevant member of the Sellers’ Post-Closing Group to the relevant Group Companies as soon as practicable following Closing. If requested to do so by the Principal Seller, the Purchaser shall procure that the relevant Group Companies provide to the relevant member of the Sellers’ Post- Closing Group a release and waiver (in a form acceptable to the Purchaser and the Principal Seller, in each case acting reasonably) in respect of any Reuters Indebtedness paid by such member of the Sellers’ Post-Closing Group pursuant to this Clause 3.3.5.

3.4	Attribution of Purchase Price

	Of the Purchase Price, US$36,000,000 shall be attributable to the Preference Shares and the remainder to the Ordinary Shares. The proportion of the total consideration attributed to the Preference Shares to which each Seller is entitled in respect of the Preference Shares shall be that which the number of Preference Shares set opposite its name in Schedule 10 (if any) bears to the total number of Preference Shares, and the proportion of

	the total consideration attributed to the Ordinary Shares to which each Seller is entitled in respect of the Ordinary Shares shall be that which the number of Ordinary Shares set opposite its name in Schedule 10 (if any) bears to the total number of Ordinary Shares.

4	Conditions

4.1	Conditions Precedent

	The agreement to sell and purchase the Shares contained in Clause 2 is subject to satisfaction of the following conditions, or their satisfaction subject only to Closing:

	4.1.1	the Network Services Agreement becoming unconditional subject only to any condition relating to this Agreement becoming unconditional and not having been terminated prior to Closing;

	4.1.2	the delivery by the Principal Seller to the Purchaser of the 2004 Accounts;

	4.1.3	to the extent that the purchase of the Group either constitutes (or is deemed to constitute under Article 4(5)) a concentration falling within the scope of EC Regulation 139/2004 (the “Merger Regulation”) or is to be examined by the European Commission as a result of a decision under Article 22(3) of the Merger Regulation:

		(i)	the European Commission taking a decision (or being deemed to have taken a decision under Article 10(6) of the Merger Regulation) under Article 6(1)(b) declaring the proposed purchase of the Group by the Purchaser compatible with the common market; or

		(ii)	the European Commission taking a decision to refer the whole or part of the proposed purchase of the Group to the competent authorities of one or more Member States under Articles 4(4) or 9(3) of the Merger Regulation; and

			(a)	each such authority taking a decision with equivalent effect to Clause 4.1.3(i) with respect to those parts of the proposed purchase referred to it; and

			(b)	the European Commission taking any of the decisions under Clause 4.1.3(i) with respect to any part of the proposed purchase retained by it;

	4.1.4	any applicable waiting periods, together with any extensions thereof, under the Hart Scott Rodino Anti-Trust Improvements Act of 1976 (as amended) of the United States of America shall have expired or been terminated; and

	4.1.5	the Previous NSA and the Previous RSAs each having been terminated by agreement between the parties thereto with effect from the Closing Date and all liabilities thereunder, present and future having been extinguished other than on- going trading balances incurred in the ordinary course of business.

4.2	Responsibility for Satisfaction

	4.2.1	The Principal Seller shall use all reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.1, 4.1.2 and 4.1.5 and the Purchaser shall use all reasonable endeavours to ensure the satisfaction of the conditions set out

	in Clauses 4.1.1, 4.1.3 and 4.1.4 in each case as soon as possible, and each of the Principal Seller and the Purchaser shall co-operate with each other in that respect, provided that this shall not give rise to an obligation on the part of either party to assume expenditure to achieve the same which is materially disproportionate in the context of the transactions contemplated by this Agreement and the Network Services Agreement or require either party to take any action or to accept any conditions to any regulatory clearance or restrictions on any person’s freedom to conduct business which would be likely to have a materially detrimental effect on that party, that party’s group (taken as a whole), the Company, the Group (taken as a whole) or the commercial rationale of the transaction. In particular, the Purchaser shall procure the filing of the notifications necessary to obtain the merger clearances required by clauses 4.1.3 and 4.1.4 as soon as practicable after the date of this Agreement.

4.2.2	Subject to Clause 4.2.3, each of the Purchaser and the Principal Seller undertakes to keep the other informed as to progress towards satisfaction of the conditions set out in Clause 4.1 and in particular the Purchaser undertakes to:

	(i)	notify the Principal Seller and provide copies of any communications from any governmental or regulatory body or other person in relation to obtaining any consent, approval or action where such communications have not been independently or simultaneously supplied to the Principal Seller;

	(ii)	where reasonably requested by the Principal Seller, provide the Principal Seller (or advisers nominated by the Principal Seller) with draft copies of all submissions and communications to governmental or regulatory bodies or other persons in relation to obtaining any consent, approval or action at such time as will allow the Principal Seller a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and provide the Principal Seller (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent; and

	(iii)	where reasonably requested by the Principal Seller and where permitted by the governmental or regulatory body or other person concerned, allow persons nominated by the Principal Seller to attend all meetings with governmental or regulatory bodies or other persons and, where appropriate, to make oral submissions at such meetings.

4.2.3	The Purchaser:

	(i)	may delete from the copies of communications provided to the Principal Seller in accordance with Clause 4.2.2 references if, and only to the extent that, they relate to;

	(ii)	shall not be obliged to consult with the Principal Seller in respect of matters which relate to; and

	(iii)	may exclude the Principal Seller from meetings and conferences if, and only to the extent that, such discussions relate to,

	commercially sensitive, confidential or proprietary information relating to the Purchaser’s Group or any commercially sensitive, confidential or proprietary information not relating solely to the transactions contemplated by this Agreement

		or the Network Services Agreement except as disclosed under the terms of the Confidentiality Agreement prior to the date of this Agreement.

	4.2.4	Without prejudice to Clauses 4.2.1, 4.2.2 and 4.2.3, the Principal Seller and the Purchaser agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Principal Seller and the Purchaser in consultation with each other and the Principal Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other.

	4.2.5	Without prejudice to Clauses 4.2.1, 4.2.2, 4.2.3 and 4.2.4, the Principal Seller shall provide reasonable assistance to the Purchaser at the Purchaser’s expense in connection with any antitrust filings required in any jurisdiction other than in the European Union or the United States of America.

4.3	Non-Satisfaction/Waiver

	4.3.1	The Purchaser shall give notice to the Principal Seller of the satisfaction of each relevant conditions in Clauses 4.1.3 and 4.1.4 within two Business Days of becoming aware of the same.

	4.3.2	Each of the Principal Seller and the Purchaser undertakes to notify the other as soon as practicable if at any time they become aware of anything which will or may prevent any of the conditions in Clause 4.1 from being satisfied.

	4.3.3	The Purchaser may at any time waive in whole or in part and conditionally or unconditionally the conditions set out in Clause 4.1 by notice in writing to the Principal Seller.

	4.3.4	If the conditions in Clause 4.1 are not satisfied or waived by the Purchaser on or before 31^stOctober 2005 (or such later date as may be agreed by the Principal Seller and the Purchaser) save as expressly provided, this Agreement (other than Clauses 1, 14.2 and 15.2 to 15.17) shall lapse and neither the Principal Seller nor the Purchaser shall have any claim against the other under it, save for any claim arising from breach of any obligation contained in Clause 4.2.

5	Pre-Closing

5.1	The Principal Seller’s Obligations in Relation to the Conduct of Business

	The Principal Seller undertakes to use reasonable endeavours to procure that, save as otherwise contemplated or permitted by this Agreement and/or the Network Services Agreement or as agreed with the representatives of the Purchaser appointed in Clause 5.2 (such agreement not to be unreasonably withheld or delayed), between the date of this Agreement and Closing each Group Company:

	5.1.1	shall carry on its business as a going concern in the ordinary and usual course as carried on immediately prior to the date of this Agreement;

	5.1.2	shall or shall procure that the relevant members of the Group shall (except where otherwise contemplated by this Agreement) maintain all existing insurance policies of the Group and shall seek recovery from all such policies in accordance with the prior practice and requirements of the relevant policy;

5.1.3	without prejudice to the generality of Clause 5.1.1, save for intra-Group transactions in the ordinary course and prudent steps to maintain or preserve the business of the relevant Group Company, shall not:

	(i)	enter into any agreement or incur any commitment involving any capital expenditure in excess of US$600,000 per item and US$1,500,000 in aggregate, in each case exclusive of any amounts in respect of VAT;

	(ii)	enter into or amend any agreement or incur any commitment which is not capable of being terminated without compensation at any time with three months’ notice or less or which is not in the ordinary course of business or which involves or may involve total annual expenditure in excess of US$600,000, exclusive of any amounts in respect of VAT;

	(iii)	acquire or dispose of, or agree to acquire or dispose of, any material asset or material stock, or enter into or amend any agreement or incur any commitment to do so, in each case involving consideration, expenditure or liabilities in excess of US$600,000, exclusive of any amounts in respect of VAT;

	(iv)	acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture;

	(v)	incur any additional borrowings or incur any other indebtedness other than by bank overdraft or similar facility in the ordinary course of business;

	(vi)	create any share capital or loan capital of any Group Company or allot or issue any share capital or loan capital of any Group Company or any option to subscribe for or purchase the same other than within the Group;

	(vii)	repay, redeem or repurchase any share capital or loan capital of any Group Company;

	(viii)	declare, make or pay any dividend or other distribution to shareholders;

	(ix)	take steps to procure payments by any debtor generally in advance of the date on which book and other debts are usually payable in accordance with the standard terms of business of any Group Company or (if different) the period extended to any particular debtor in which to make payments, provided that, without prejudice to the generality of the foregoing, this sub- Clause (ix) shall not apply to payments of less than US$100,000 by any debtor;

	(x)	delay making payment to any trade creditors generally beyond the date on which payment of the relevant trade debt should be paid in accordance with credit period authorised by the relevant creditors (or (if different) the period extended by creditors in which to make payment);

	(xi)	amend, to any extent which is material and adverse, any of the terms on which goods, facilities or services that are material to the business of any Group Company are supplied;

	(xii)	amend any of the terms of its contracts and/or trading arrangements with any member of the Sellers’ Post-Closing Group and/or the Equant Group;

	(xiii)	in relation to any Property:


SIGNED by Barry Woodward
on behalf of Reuters Limited:

		/S/ BARRY WOODWARD

SIGNED by Barry Woodward
on behalf of Blaxmill (Six) Limited:

		/S/ BARRY WOODWARD

SIGNED by Barry Woodward
on behalf of Reuters C LLC:

		/S/ BARRY WOODWARD

SIGNED by Barry Woodward
on behalf of Reuters America LLC:

		/S/ BARRY WOODWARD

SIGNED by Neil Rogers
on behalf of British Telecommunications plc:

		/S/ NEIL ROGERS

1	Particulars of the Company

	Name of Company:	Radianz Limited
	Registered Number:	03918478

	Registered Office:	Kingsfield House
		66 Prescot Street
		London E1 8HG

	Date and place of incorporation:	03/02/2000; United Kingdom

	Issued share capital:	35,001,000 split into: 1000 A Ordinary
		Shares of £1 each and 35,000,000 C
		Shares of £0.000005 each. Aggregate
		nominal value of £1,175.

	Authorised share capital:	£1,175

	Shareholders and shares held:	Blaxmill (Six) Limited – 510 A Ordinary
		Shares of £1 each
		Reuters Limited – 490 A Ordinary
		Shares of £1 each
		Mourant & Co Trustees Limited –
		35,000,000 C Shares

	Directors:	Howard Edelstein (US)
		David John Grigson (UK, Reuters)
		Michael Alan Sayers (UK, Reuters)

	Secretary:	Philip Emery

	Managing Director/Chief Executive Officer:	Howard Edelstein (CEO)

	Accounting reference date:	31/12

	Auditors:	PricewaterhouseCoopers LLP


2	Particulars of the Subsidiaries

	Name of Subsidiary:		Radianz Connect Services Limited

	Shareholders and shares held:		Radianz Americas Inc. – 126,000
			Ordinary Shares of £1 each

	Directors:		Philip John Emery (UK)
			Caroline Emma Griffin Pain (UK)

	Secretary:		Caroline Emma Griffin Pain

	Managing Director/Chief Executive Officer:		N/A

	Accounting reference date:		31/12

	Auditors:		PricewaterhouseCoopers LLP


	Name of Subsidiary:		Radianz Global Limited

	Registered Number:		03918474

	Registered Office:		Kingsfield House
			66 Prescot Street
			London E1 8HG

	Date and place of incorporation:		03/02/2000; United Kingdom

	Issued share capital:		2 Ordinary Shares of £1 each (nil
			paid) – aggregate nominal value of £2

	Authorised share capital:		£100, divided into 100 Ordinary
			Shares of £1 each

	Shareholders and shares held:		Radianz Limited – 2 Ordinary Shares

	Directors:		Howard Edelstein (US)
			Philip John Emery (UK)
			Paul Richard Lee (UK)
			Michael Owen Daly (UK)

		Radianz Global Network Operations
	Name of Subsidiary:	Limited (Inactive)
		Channel Islands

	Date and place of incorporation:	02/05/2000; Channel Islands (Jersey)

	Issued share capital:	59,834 Ordinary Shares of £1 each
		fully paid

	Authorised share capital:	£60,000 divided into 60,000 ordinary
		shares of £1 each

	Shareholders and shares held:	Radianz Limited – 59,834 Ordinary
		Shares

	Directors:	Caroline Emma Griffin Pain (UK)
		Philip John Emery (UK)

	Secretary:	Mourant & Co Secretaries Limited

	Managing Director/Chief Executive Officer:	N/A

	Accounting reference date:	31/12

	Auditors:	N/A


		Radianz Global Sales Limited
	Name of Subsidiary:	(Inactive)

	Registered Number:	04006749

	Registered Office:	Kingsfield House
		66 Prescot Street
		London E1 8HG

	Date and place of incorporation:	02/06/2000; United Kingdom

	Issued share capital:	2 Ordinary Shares of £1 each (nil
		paid) – aggregate nominal value of £2

	(a)	in relation to any matter which is material to a Property, apply for any planning permission or implement any planning permission already obtained but not implemented;

	(b)	carry out any material structural alteration or addition to, or materially effect any change of use of, such Property;

	(c)	terminate or serve any notice to terminate, surrender or accept any surrender of or waive the terms of any lease, tenancy or licence which is material in the context of the relevant Group Company;

	(d)	agree any new rent or fee payable under any lease, tenancy or licence which is material in the context of the relevant Group Company;

	(e)	enter into or vary any agreement, lease, tenancy, licence or other commitment which is material in the context of the relevant Group Company;

	(f)	sell, convey, transfer, assign or charge any Property or grant any rights or easements over any Property or enter into any covenants affecting any Property or agree to do any of the foregoing;

(xiv)	save as required by law or pursuant to existing arrangements which were disclosed to the Purchaser on or prior to the date of this Agreement:

	(a)	make any amendment to the terms and conditions of employment (including, without limitation, remuneration, bonuses, notice periods, termination rights, pension entitlements and other benefits) of any Senior Employee;

	(b)	provide or agree to provide any gratuitous payment or benefit to any Senior Employee or any of his dependants;

	(c)	dismiss any Senior Employee; or

	(d)	engage or appoint any additional employee on an annual basic salary (on the basis of full-time employment and excluding profit-related bonuses) in excess of £80,000 or local equivalent;

(xv)	discontinue or amend the Pension Schemes to any material extent or commence to wind them up or terminate them or cause them to cease to admit new members other than in relation to the Reuters Japan Retirement Pension Plan, subject to the fact that UK Employees will cease to be active members in the Principal Seller’s UK DB Schemes on the Principal Seller’s UK DB Scheme Leaving Date and save to the extent Schedule 7 (Principal Seller’s Pension Schemes) envisages special terms to apply to them

(xvi)	communicate to any Relevant Employee any material plan, proposal or intention to discontinue, amend, wind up, terminate or exercise any discretion in relation to the Pension Schemes or to introduce any new pension arrangements other than in relation to the Reuters Japan Retirement Pension Plan, subject to the fact that UK Employees will cease to be active members in the Principal Seller’s UK DB Schemes on the Principal Seller’s UK DB Scheme Leaving Date and save to the extent

			Schedule 7 (Principal Seller’s Pension Schemes) envisages special terms to apply to them;

		(xvii)	pay any benefits under the Pension Schemes otherwise than in accordance with the terms of the documents governing the Pension Schemes and not under any discretionary power other than in relation to the Reuters Japan Retirement Pension Plan, subject to the fact that UK Employees will cease to be active members in the Principal Seller’s UK DB Schemes on the Principal Seller’s UK DB Scheme Leaving Date and save to the extent Schedule 7 (Principal Seller’s Pension Schemes) envisages special terms to apply to them;

		(xviii)	enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance over any of its assets or undertaking in any such case except in the ordinary course of business;

		(xix)	settle an insurance claim in respect of, or commence any litigation involving, an amount in excess of $600,000 or local equivalent; or

		(xx)	make any change to its accounting practices or policies or amend its memorandum or articles of association.

5.2	BT Representatives

	The Purchaser irrevocably appoints Neil Rogers and Andy Green as its representatives for the purposes of Clauses 5.1 and 5.3 and confirms that it has instructed Neil Rogers and Andy Green to deal expeditiously with any agreement sought in relation to Clauses 5.1 and 5.3 and that the agreement of either Neil Rogers or Andy Green shall be binding on the Purchaser for the purposes of Clauses 5.1 and 5.3.

5.3	Other Principal Seller’s Obligations Prior to Closing

	5.3.1	Without prejudice to the generality of Clause 5.1.1, and subject to any applicable competition laws, prior to Closing the Principal Seller shall procure that:

		(i)	the 2004 Accounts are prepared as soon as practicable;

		(ii)	the Group Companies shall collaborate with the Purchaser in relation to all material matters concerning the running of the Group;

		(iii)	such representatives as the Purchaser reasonably requests may be designated to work with the Principal Seller and the Group Companies with regard to the management and operations of the Group Companies. Subject to such representatives being reasonably available, the Principal Seller shall consult, and shall cause the Group Companies to consult, with such representatives with respect to any action which is considered reasonably likely to materially affect the business of any Group Company. The Principal Seller shall provide, and shall cause the Group Companies to provide, to such representatives such information as is available to the Group without unreasonable effort or cost as such representatives may reasonably request for this purpose; and

		(iv)	the Group Companies shall allow the Purchaser and its agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of, or relating in whole or in part to, the Group.

	5.3.2	If Closing has not occurred by 21 April 2005, the Principal Seller shall use its reasonable endeavours to procure that the master agreement dated 12 December 2003 between Radianz Global Limited and Thomson Financial Limited (as amended) is not terminated provided, however, that nothing in this Clause 5.3.2 shall require any member of the Sellers’ Group to incur any expenditure to achieve the same.

6	Estimated Cash, Debt and Working Capital

	The Purchaser and the Principal Seller have agreed the Estimated Cash Amount, the Estimated Debt Amount and the Estimated Working Capital Amount which has been derived from the unaudited management accounts forecast relating to the Group drawn up to 30 April 2005 and set out in Part 2 of Schedule 3.

7	Closing

7.1	Date and Place

	Subject to Clause 4, Closing shall take place at 12 noon at the offices of the Sellers’ Lawyers on the fifth Business Day following fulfilment or waiver of the conditions set out in Clause 4.1, whichever is the later or at such other location, time or date as may be agreed between the Purchaser and the Principal Seller.

7.2	Closing Events

	On Closing, the Principal Seller and the Purchaser shall comply with their respective obligations specified in Schedule 2.

7.3	Payment of the Purchase Price on Closing

	Against compliance with Clause 7.2, on Closing, the Purchaser shall pay to the Principal Seller the Purchase Price in cash.

7.4	Breach of Closing Obligations

	If the Principal Seller or the Purchaser fails to comply with any material obligation in Clauses 7.2 and 7.3 and Schedule 2, the Purchaser, in the case of non-compliance by the Principal Seller, or the Principal Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the other:

	7.4.1	to effect Closing so far as practicable having regard to the defaults which have occurred; or

	7.4.2	to fix a new date for Closing (not being more than 20 Business Days after the agreed date for Closing) in which case the provisions of Schedule 2 shall apply to Closing as so deferred but provided such deferral may only occur once and, if Closing is deferred and has not taken place on such new date for Closing, to terminate this Agreement (other than Clauses 1, 14.2 and 15.2 to 15.17) without liability on its part but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

7.5	Good Discharge

	Any consideration hereunder received by the Principal Seller in respect of the Shares shall be received by the Principal Seller on behalf of the actual shareholder to which it relates and shall be a good discharge of the Purchaser’s obligation to pay the consideration due in respect of the Shares and the Purchaser shall have no obligation to enquire into the application thereof.

8	Post-Closing Adjustments

8.1	Draft Cash, Debt and Working Capital Statement

	The Purchaser shall procure that as soon as practicable following Closing there shall be drawn up and delivered to the Principal Seller a draft of the Cash, Debt and Working Capital Statement (the “Draft Cash, Debt and Working Capital Statement”) in accordance with Schedule 3.

8.2	Determination of Cash, Debt and Working Capital Statement

	8.2.1	The Draft Cash, Debt and Working Capital Statement as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 3:

		(i)	shall constitute the Cash, Debt and Working Capital Statement for the purposes of this Agreement; and

		(ii)	shall be final and binding on the Sellers and the Purchaser.

	8.2.2	Following agreement or determination of the Cash, Debt and Working Capital Statement, the sum of:

		(i)	US$175,000,000;

		(ii)	plus the Cash Amount;

		(iii)	less the Debt Amount; and

		(iv)	(a) if the Working Capital Amount is less than the Target Working Capital Amount, less an amount equal to such shortfall or (b) if the Working Capital Amount exceeds the Target Working Capital Amount, plus an amount equal to such excess,

		(in aggregate the “Final Amount”) shall be calculated.

	8.2.3	The Cash Amount, the Debt Amount and the Working Capital Amount shall be derived from the Cash, Debt and Working Capital Statement.

8.3	Adjustment to the Purchase Price and balancing payments

	8.3.1	Cash, Debt and Working Capital Statement

		(i)	If the Final Amount is less than the Purchase Price, the Sellers shall repay to the Purchaser an amount equal to the difference as a reduction in the Purchase Price.

		(ii)	If the Final Amount is greater than the Purchase Price, the Purchaser shall pay to the Sellers an additional amount equal to the difference as an increase in the Purchase Price.

		(iii)	Any payment pursuant to this Clause 8.3 shall be made on or before 10 Business Days after the date on which the process described in paragraph 3 of Part I of Schedule 3 for the preparation of the Cash, Debt and Working Capital Statement is complete.

		(iv)	The maximum amount payable pursuant to this Clause 8.3.1 shall be *.

	8.3.2	Interest

		Any payment to be made in accordance with this Clause 8 shall include interest thereon calculated from the Closing Date to the date of payment at a rate per annum equal to LIBOR. Such interest shall accrue from day to day.

9	Pensions

	The provisions of Schedule 7 shall apply in respect of the Pension Schemes.

10	Warranties

10.1	The Principal Seller’s Warranties

	10.1.1	Subject to Clause 10.2 and Schedule 6, the Principal Seller warrants to the Purchaser in terms of the statements set out in Schedule 4 as of the date of this Agreement (other than the Principal Seller’s Warranties relating to the 2004 Accounts which shall be deemed to be warranted as at the date of delivery of the 2004 Accounts to the Purchaser) and immediately prior to but as at Closing.

	10.1.2	Each of the Principal Seller’s Warranties shall be separate and independent and shall not be limited by reference to any other paragraph of Schedule 4 or by anything in this Agreement save for Clause 10.2 and Schedule 6 and as otherwise expressly stated.

	10.1.3	Any Principal Seller’s Warranty qualified by the expressions “to the best of the Principal Seller’s knowledge, information and belief”, “so far as the Principal Seller is aware” or any similar expressions shall, unless otherwise stated, be deemed to refer to the actual knowledge as at the date on which the Principal Seller’s Warranty is given or deemed to be given of any of the Sellers other than the Principal Seller, and the actual knowledge of the Principal Seller on that date resulting only from the Principal Seller having made reasonable enquiries of Mike Sayers, David Grigson, Howard Edelstein, Philip Emery, Michael Harris, Don Brook, Ed Banks, Brennan Carley, Chris Church, Kirsten English, Rick Snape and Rachel Flam on that date.

10.2	Principal Seller’s Disclosures

	The Principal Seller’s Warranties are subject to the matters which are fairly disclosed in this Agreement, the Network Services Agreement or the Disclosure Letter.

10.3	Notification

	10.3.1	If after the signing of this Agreement and before Closing:

		(i)	the Principal Seller shall become aware that any of the Principal Seller’s Warranties was untrue, inaccurate or misleading in any material respect as of the signing of this Agreement; or

		(ii)	any event shall occur or matter shall arise of which the Principal Seller becomes aware which results or may result in any of the Principal Seller’s Warranties being untrue, inaccurate or misleading in any material respect at Closing,

		the Principal Seller shall immediately notify the Purchaser in writing as soon as practicable and in any event prior to Closing setting out in reasonable detail the available relevant information and the Principal Seller shall make such investigation concerning the event or matter and take such action or procure the taking of such action as the Purchaser may reasonably require.

	10.3.2	Any notification pursuant to Clause 10.3.1 shall not operate as a disclosure pursuant to Clause 10.2 of this Agreement and the Principal Seller’s Warranties shall not be subject to such notification.

10.4	Breach of Warranties

	10.4.1	The Purchaser shall be entitled to terminate this Agreement (other than Clauses 1, 14.2 and 15.2 to 15.17) prior to Closing taking place (but not after Closing) by notice in writing to the Principal Seller if there is one or more material breach(es) of the Principal Seller’s Warranties (whether as made at the date of this Agreement or as at Closing) which breach or breaches, taking into account the effect of Schedule 6, gives or will give rise to, or is or are reasonably likely to give rise to, a liability in respect of such breach(es) exceeding *.

	10.4.2	If the Purchaser becomes aware prior to Closing of any circumstances constituting a breach of the Principal Seller’s Warranties (whether by virtue of the operation of Clause 10.3 or otherwise), it shall prior to exercising any rights under this Agreement allow the Principal Seller a reasonable opportunity, having regard to the nature of the breach and the date of Closing (if known), to remedy such breach prior to Closing.

	10.4.3	If the Purchaser becomes entitled to terminate this Agreement under Clause 10.4.1, but elects not to do so, then, subject to Schedule 6, the Purchaser shall remain entitled to pursue its claim for breach of the Principal Seller’s Warranties.

10.5	Termination

	No party shall have the right to terminate this Agreement for any reason other than in the circumstances set out in Clauses 7.4.2 or 10.4.

10.6	The Principal Seller’s Waiver of Rights against the Group

	Save in the case of fraud or dishonesty, the Principal Seller undertakes to the Purchaser for itself and as trustee for the Group Companies and their respective directors, officers and agents and the Relevant Employees to waive any rights, remedies or claims which it may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Group Companies or their respective directors, officers or agents or the Relevant Employees in connection with assisting the

	Principal Seller in the giving of any Principal Seller’s Warranty or the preparation of the Disclosure Letter.

10.7	Effect of Closing

	The Principal Seller’s Warranties, the Purchaser’s warranties referred to in Clause 10.8 and all other provisions of this Agreement shall not be extinguished or affected by Closing or by any other event or matter, except by a specific and duly authorised written waiver or release by the party to this Agreement who benefits under the relevant provision or to the extent that such provisions are satisfied by Closing.

10.8	The Purchaser’s Warranties

	The Purchaser warrants to each of the Sellers in terms of the statements set out in Schedule 5 as of the date of this Agreement.

11	Limitation of Sellers’ Liability and Claims Procedure.

	The provisions of Schedule 6 shall apply to this Agreement.

12	Indemnities, Insurance and the Cash Cancellation Proposal

12.1	Indemnities

	The provisions of Schedule 12 shall apply to this Agreement.

12.2	Insurance

	12.2.1	The Principal Seller shall before Closing procure that the existing Directors’ and Officer’s liability insurance policy under which Group Companies and their directors and officers enjoy cover is extended for a run-off period of six years from Closing. The cost of such extension shall be met by the Company prior to Closing.

	12.2.2	The Purchaser shall, and shall procure that the relevant Group Companies entitled thereto shall, use reasonable endeavours to recover from PMIC any amounts pre-paid as at Closing by the Group (or on its behalf) in respect of insurance. To the extent that any amount is recovered in respect of such pre-payment, the Purchaser shall pay an equivalent amount to the Principal Seller by way of additional consideration for the Shares.

12.3	Cash Cancellation Proposal

	The provisions of Schedule 16 shall apply to this Agreement.

13	Restrictions on the Sellers and other post-Closing obligations

13.1	Restrictions

	The Principal Seller undertakes with the Purchaser for itself and as trustee for the Group Companies that:

	13.1.1	no member of the Sellers’ Post-Closing Group which is a wholly-owned subsidiary of Reuters Group PLC, and no directors of any such member of the Sellers’ Post- Closing Group; and

	13.1.2	it will procure, to the extent to which it is able to do so by the exercise of its voting rights only, that no member of the Sellers’ Post-Closing Group which is a subsidiary, but not a wholly-owned subsidiary, of Reuters Group PLC, and no directors of any such member of the Sellers’ Post-Closing Group,

	will in any Relevant Capacity during the Restricted Period,

	13.1.3	subject to Clause 13.2, directly or indirectly carry on any Competitive Business;

	13.1.4	for the purposes of a Competitive Business and in competition with the business of any Group Company as now carried on, canvass or solicit the custom of any person, firm or company who has within two years prior to Closing been a regular customer of any Group Company in relation to the business of the Group Company;

	13.1.5	induce or seek to induce any present Restricted Employee to become employed whether as employee, consultant or otherwise by any member of the Sellers’ Post- Closing Group, whether or not such Restricted Employee would thereby commit a breach of his contract of service. The placing of an advertisement available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause 13 provided that no member of the Sellers’ Group encourages or advises such agency to approach any Restricted Employee;

	13.1.6	make public announcements or issue statements promoting any Competitive Business;

	13.1.7	enter into any joint marketing arrangement with any person to promote such person’s Competitive Business; or

	13.1.8	fund or participate in the development of products or services of a Competitive Business.

13.2	Exceptions

	The restriction in Clause 13.1 (other than Clause 13.1.5), shall not prevent any member of the Sellers’ Post-Closing Group, or any directors of any member of the Sellers’ Post- Closing Group in his Relevant Capacity from:

	13.2.1	carrying on or being interested in any activities of a type which the Seller’s Post- Closing Group or any of its members is currently carrying on or in which it is currently engaged, concerned or interested or anything substantially similar to such activities;

	13.2.2	continuing any client or customer relationship existing on the date of this Agreement (other than developing such relationship to include a Competitive Business);

	13.2.3	acquiring and thereafter managing and operating any business, firm, company or group of companies if the Competitive Business is incidental to the activities of such business, firm, company or group of companies at the time of the acquisition and provided that the Competitive Business acquired is not thereafter substantially developed or extended in its scope (in the event of any disposal of such Competitive Business is subsequently proposed by a member of the Sellers’ Post- Closing Group, it is the current intention of the Principal Seller that it would

		approach the Purchaser with respect to such disposal, provided that any failure to do so shall not entitle the Purchaser to any remedy under this Agreement);

	13.2.4	holding an equity interest in any body corporate (whether listed or unlisted) which confer not more than twenty per cent. of the votes which could normally be cast at a general meeting of, or the right to elect or appoint a majority of the board of directors of, such body corporate;

	13.2.5	obtaining products or services from any third party unless it is prohibited from doing so under the Network Services Agreement or in circumstances where it has a right to terminate the Network Services Agreement or where the Purchaser cannot or will not supply services to the Principal Seller under and in accordance with the terms of the Network Services Agreement;

	13.2.6	acting in accordance with any contract, agreement or other arrangement entered into from time to time between it or it and any other member of the Sellers’ Post- Closing Group, on the one hand, and any member of the Group or the Purchaser’s Group on the other;

	13.2.7	continuing to hold an interest in Savvis Communications Corporation, continuing its existing commercial relationships or acting in accordance with any contract, agreement or other arrangement entered into with Savvis Communications Corporation and/or members of its group in the ordinary course of business;

	13.2.8	conducting its media, editorial and news agency business in the ordinary course, whether or not such business refers to or makes comments relating to a Competitive Business; or

	13.2.9	making announcements or statements relating to agreements entered into with network service providers or the network services the Seller’s Post-Closing Group is receiving from such network service providers.

13.3	Reuters post-Closing obligations

	13.3.1	As soon as is reasonably possible after Closing or (to the extent that the Principal Seller is not aware of such ownership as at Closing) reasonably promptly on becoming aware of the same, the Principal Seller shall procure the transfer, or (in the case of such domain names registered in the name of an employee of any member of the Sellers’ Post-Closing Group) use all reasonable endeavours to co- operate with the Purchaser with a view to procuring the transfer to the Purchaser (or such other person as the Purchaser may direct) of any internet domain names registered in the name of any member of the Sellers’ Post-Closing Group or any employee of any member of the Sellers’ Post-Closing Group that include (i) the name "Radianz"; (ii) any other registered trade mark owned by the Purchaser or any Group Company; or (iii) any unregistered trade mark that is listed in Part 2 of Schedule 8, save that the Principal Seller shall not be required to transfer any domain name under this Clause 13.3.1 that contains a word identical or confusingly similar to a trade mark owned by the Sellers’ Post-Closing Group.

	13.3.2	The Principal Seller shall, to the extent possible (and having regard to customers’ wishes), refer to the Company and/or the Purchaser any requests or enquiries it receives from third parties relating to the part of the business of the Group which provides managed internet protocol extranet services on a shared infrastructure

		platform to users in the financial services sector for communication with their customers, suppliers and/or their extended communities of interest.

	13.3.3	In this Clause 13.3.3, terms that are not defined in this Agreement shall have the meaning given to them in the Network Services Agreement. The Principal Seller agrees to promote the benefits of meshing (both between Reuters Products, and Reuters Products and third party customer products) to both its Personnel and its Customers, including taking the following steps: The Principal Seller agrees to maintain policies within the Sellers’ Post-Closing Group that support the principles of meshing to both its Personnel and its Customers (including, but not limited to, promoting and supporting publicly in the relevant markets, and to the Principal Seller’s existing and potential Customers). In the event that the Purchaser or the Principal Seller finds members of the Sellers’ Post-Closing Group not supporting this principle, the Principal Seller shall take all reasonable steps to prevent (as soon as practicably possible) such Personnel continuing such activities provided that it is not against the Principal Seller’s business interests. For the avoidance of doubt, it is the Principal Seller’s intention that for New Services the Purchaser shall control the relevant physical access circuits.

13.4	Reasonableness of Restrictions

	The Principal Seller agrees that the restrictions contained in this Clause 13 are no greater than is reasonable and necessary for the protection of the interests of the Purchaser and the Group Companies but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

13.5	Interpretation

	The following terms shall have the following meanings respectively in this Clause 13:

	13.5.1	“Competitive Business” means a business which provides managed internet protocol extranet services on a shared infrastructure platform to users in the financial services sector for communication with their customers, suppliers and/or their extended communities of interest which competes in a material respect with the business of the Group as it is carried on at the date of this Agreement and whose services and products are capable of being substituted in place of the services and products of the Group;

	13.5.2	“Relevant Capacity” means, in relation to a member of the Sellers’ Post-Closing Group, for its own account or for that of any person, firm or company (other than the Purchaser or the Group Companies) or in any other manner; and, in relation to a directors thereof, for the account of the member of the Sellers’ Post-Closing Group of which he is a director;

	13.5.3	“Restricted Employee” means any Senior Employee; and

	13.5.4	“Restricted Period” means three years commencing on Closing or such shorter period of time recognised by applicable law as being binding on the Principal Seller except in relation to Clause 13.1.5 with respect to which “Restricted Period” means eighteen months commencing on Closing or such shorter period of time recognised by applicable law as being binding on the Principal Seller.

13.6	Nutley

	Following Closing the Purchaser and the Principal Seller will (acting reasonably and in good faith) review the Nutley lease listed in Schedule 9 and agree the most appropriate way forward in respect thereto.

14	Confidentiality

14.1	Announcements

	Pending Closing, no announcement or circular in connection with the existence or the subject matter of this Agreement or the Network Services Agreement shall be made or issued by or on behalf of the Sellers’ Group or the Purchaser’s Group, and the Principal Seller shall procure that the Group shall not make any such announcement or circular, without the prior written approval of the Principal Seller and the Purchaser. This shall not affect any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange on which the shares of any member of the Sellers’ Group or the Purchaser’s Group are listed but the party whose group has an obligation to make an announcement or issue a circular shall consult with the other party insofar as is reasonably practicable before complying with such an obligation.

14.2	Confidentiality

	14.2.1	The Confidentiality Agreement shall cease to have any force or effect from the date of this Agreement.

	14.2.2	Subject to Clause 14.1 and Clause 14.2.3:

		(i)	each of the Sellers and the Purchaser shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement or the Network Services Agreement (or any agreement entered into pursuant to this Agreement or the Network Services Agreement) which relates to:

			(a)	the provisions of this Agreement or the Network Services Agreement or any agreement entered into pursuant to this Agreement or the Network Services Agreement; or

			(b)	the negotiations relating to this Agreement or the Network Services Agreement (or any such other agreements);

		(ii)	the Sellers shall treat as strictly confidential and not disclose or use any information relating to the Group Companies following Closing and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser’s Group; and

		(iii)	the Purchaser shall treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of the Sellers’ Group including, prior to Closing, the Group Companies.

	14.2.3	Clause 14.2 shall not prohibit disclosure or use of any information if and to the extent:

		(i)	the disclosure or use is required by law, any regulatory body, any recognised stock exchange or is necessary as part of a regulatory clearance process;

		(ii)	the disclosure or use is required to vest the full benefit of this Agreement in the Sellers or the Purchaser;

		(iii)	the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or the Network Services Agreement or any other agreement entered into under or pursuant to this Agreement or the Network Services Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;

		(iv)	the disclosure is made to professional advisers of the Sellers or the Purchaser on terms that such professional advisers undertake to comply with the provisions of Clause 14.2 in respect of such information as if they were a party to this Agreement;

		(v)	the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement or the Network Services Agreement);

		(vi)	the other party has given prior written approval for the disclosure or use;

		(vii)	the information is independently developed after Closing; or

		(viii)	the disclosure is made to a member of the same group as the disclosing party and such member complies with the provisions of Clause 14.2,

		provided that prior to disclosure or use of any information pursuant to Clause 14.2.3(i), (ii) or (iii) except in the case of disclosure to a Tax Authority, the party concerned shall promptly notify the other party of such requirement with a view to providing that other party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

15	Other Provisions

15.1	Further Assurances

	15.1.1	Each of the Principal Seller and the Purchaser shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time execute such documents and perform such acts and things as the Principal Seller or the Purchaser may reasonably require to transfer the Shares to the Purchaser and to give each of the Principal Seller and the Purchaser the full benefit of this Agreement.

	15.1.2	Release of Guarantees

		(i)	The Purchaser shall use reasonable endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of the Principal Seller or any member of the Sellers’ Group from any securities, guarantees or indemnities given by or binding upon the Principal Seller or any member of the Sellers’ Group in respect of any liability of the Group Companies. Pending such release the Purchaser shall indemnify the Principal Seller and any member of the Sellers’ Group

			against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of such liability of the Group Companies.

		(ii)	The Principal Seller shall use reasonable endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of each Group Company from any securities, guaranties or indemnities given by or binding upon the Group Company in respect of any liability of the Principal Seller or any member of the Sellers’ Group. Pending such release, the Principal Seller shall indemnify the Group Companies against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of such liability of the Principal Seller.

15.2	Principal Seller’s Liability

	15.2.1	The Principal Seller shall be jointly and severally liable with each other Seller for any breach of this Agreement by any other Seller.

	15.2.2	Any liability to the Purchaser under this Agreement may in whole or in part be released, compounded or compromised or time or indulgence given by the Purchaser in its absolute discretion as regards any of the Sellers under such liability without in any way prejudicing or affecting its rights against any other or others of the Sellers under the same or a like liability whether joint and several or otherwise.

15.3	Whole Agreement

	15.3.1	This Agreement contains the whole agreement between the Sellers and the Purchaser relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Sellers (or any of them) and the Purchaser in relation to the matters dealt with in this Agreement.

	15.3.2	The Purchaser acknowledges that it has not been induced to enter this Agreement by any representation, warranty or undertaking not expressly incorporated into it.

	15.3.3	So far as is permitted by law and except in the case of fraud, each of the Sellers and the Purchaser agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).

	15.3.4	In Clauses 15.3.1 to 15.3.3, “this Agreement” includes the Disclosure Letter, the Network Services Agreement and all documents entered into pursuant to this Agreement.

15.4	Reasonableness

	Each of the Sellers and the Purchaser confirms it has received independent legal advice relating to all the matters provided for in this Agreement, including the terms of Clause 13 and Clause 15.3 and agrees that the provisions of this Agreement (including the Disclosure

	Letter, the Confidentiality Agreement, the Network Services Agreement and all documents entered into pursuant to this Agreement) are fair and reasonable.

15.5	Assignment

	15.5.1	Except as otherwise expressly provided in Clause 15.5.2, the Purchaser may not without the prior written consent of the Principal Seller, and none of the Sellers may without the prior written consent of the Purchaser, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

	15.5.2	The Purchaser may, without the prior written consent of the Principal Seller, and any of the Sellers may, without the prior written consent of the Purchaser, assign to any of its connected companies the benefit of the whole or any part of this Agreement provided that:

		(i)	such assignment shall not be absolute but shall be expressed to have effect only for so long as the assignee remains a connected company of the party concerned; and

		(ii)	the assignee shall not be entitled to receive under this Clause any greater amount than that to which the assignor would have been entitled.

		For the purposes of this Clause, a “connected company” is a company which is a subsidiary of the party concerned or which is a holding company of such party or a subsidiary of such holding company.

15.6	Third Party Rights

	15.6.1	A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement, except to the extent set out in this Clause 15.6.

	15.6.2	A Group Company (whilst the Group Company remains in the Purchaser’s Group) may enforce and rely on Clauses 10.4, 13 and 14 to the same extent as if it were a party.

	15.6.3	This Agreement may be terminated and any term may be amended or waived without the consent of the person named in Clause 15.6.2.

15.7	Variation

	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Principal Seller and the Purchaser.

15.8	Method of Payment

	Except as otherwise specified, wherever in this Agreement provision is made for the payment by one party to another, such payment shall be effected by crediting for same day value the account specified by the payee to the payer reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected on or before the due date for payment.

15.9	Costs

	15.9.1	The Sellers shall bear all costs incurred by them and the Sellers’ Group in connection with the preparation, negotiation and entry into of this Agreement and the sale of the Shares.

	15.9.2	The Purchaser shall bear all such costs incurred by it in connection with the preparation, negotiation and entry into of this Agreement and the purchase of the Shares.

15.10	Stamp Duty, Fees and Taxes

	The Purchaser shall bear the cost of all stamp duty, any notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the transactions provided for by this Agreement. The Purchaser shall be responsible for arranging the payment of such stamp duty and all other such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with the payment of such taxes and duties. The Purchaser shall indemnify the Sellers or any other member of the Sellers’ Group against any Losses suffered by the Sellers or member of the Sellers’ Group as a result of the Purchaser failing to comply with its obligations under this Clause 15.10.

15.11	Interest

	If any of the Sellers or the Purchaser defaults in the payment when due of any sum payable under this Agreement, its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum of two and one-half per cent above LIBOR. Such interest shall accrue from day to day and shall be compounded monthly.

15.12	Grossing-up of Indemnity Payments, VAT

	15.12.1	Any payment made under this Agreement pursuant to an indemnity, compensation or reimbursement provision shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be required by law. If any deductions or withholdings are required by law the party making the payment shall be obliged to pay to the payee such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if any party to this Agreement shall have assigned the benefit in whole or in part of this Agreement (other than to a member of the Purchaser’s Group to whom the Purchaser directs on or before Closing any Shares are to be transferred in accordance with this Agreement) then the liability of the payee under this Clause 15.12.1 shall be limited to that (if any) which it would have been had no such assignment taken place.

	15.12.2	If any Taxation Authority charges to Taxation (or would charge to Taxation in the absence of any Reliefs available to the recipient) any payment made under this Agreement pursuant to an indemnity, compensation or reimbursement provision then the amount so payable shall be grossed up by such amount as will ensure that after payment of the Taxation so charged (or which would have been so charged if any Reliefs available to the recipient were ignored) there shall be left a sum equal to the amount that would otherwise be payable under this Agreement,

		provided that if any party to this Agreement shall have assigned the benefit in whole or in part of this Agreement (other than to a member of the Purchaser’s Group to whom the Purchaser directs on or before Closing any Shares are to be transferred in accordance with this Agreement) then the liability of the payee under this Clause 15.12.2 shall be limited to that (if any) which it would have been had no such assignment taken place.

	15.12.3	If the recipient of a payment made under this Agreement pursuant to an indemnity, compensation or reimbursement provision receives a Relief for or refund of any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the other party such part of such additional amounts paid to it pursuant to Clause 15.12.1, 15.12.2 or 15.12.4 as the recipient of the payment certifies to the other party will leave it (after such reimbursement) in no better and no worse position than it would have been if the other party had not been required to make such deduction or withholding.

	15.12.4	Where any sum constituting an indemnity, compensation or reimbursement to any party to this Agreement (the “Party”) is paid to a person other than the Party but is treated as taxable in the hands of the Party, the payer shall promptly pay to the Party such sum as shall reimburse the Party for all Taxation suffered by it in respect of the payment (after giving credit for any tax relief available to the Party in respect of the matter giving rise to the payment), provided that if any party to this Agreement shall have assigned the benefit in whole or in part of this Agreement (other than to a member of the Purchaser’s Group to whom the Purchaser directs on or before Closing any Shares are to be transferred in accordance with this Agreement) then the liability of the Party under this Clause 15.12.4 shall be limited to that (if any) which it would have been had no such assignment taken place.

	15.12.5	Where under the terms of this Agreement one party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any amounts in respect of VAT thereon incurred by the other party to the extent that neither the other party nor any other member of any VAT group of which it is a member is entitled to credit or repayment of those amounts.

	15.12.6	If any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then in addition to that payment the payer shall pay an amount equal to the amount of VAT due against delivery of an appropriate VAT invoice.

	15.12.7	The provisions of Schedule 13 shall apply to this Agreement and shall be treated as part of this Agreement.

15.13	Notices

	15.13.1	Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

		(i)	in writing; and

		(ii)	delivered by hand, fax, pre-paid first class post or courier.

	15.13.2	A Notice to the Principal Seller shall be sent to the following address, or such other person or address as the Principal Seller may notify to the Purchaser from time to time:

		Reuters Limited

		85 Fleet Street, London EC4P 4AJ

		Fax: 44 (0) 207 542 6848

		Attention: General Counsel

	15.13.3	A Notice to Blaxmill shall be sent to the following address, or such other person or address as Blaxmill may notify to the Purchaser from time to time:

		Blaxmill (Six) Limited

		85 Fleet Street, London EC4P 4AJ

		Fax: 44 (0) 207 542 6848

		Attention: General Counsel

	15.13.4	A Notice to Reuters C shall be sent to the following address, or such other person or address as Reuters C may notify to the Purchaser from time to time:

		Reuters C LLC

		The Reuters Building, 3 Times Square, New York, 10036, NY, USA

		Fax: +1 646 223 4250

		Attention: Nancy Gardner, Area General Counsel

		with a copy to:

		Reuters Limited

		85 Fleet Street, London EC4P 4AJ

		Fax: 44 (0) 207 542 6848

		Attention: General Counsel

	15.13.5	A Notice to Reuters America shall be sent to the following address, or such other person or address as Reuters America may notify to the Purchaser from time to time:

		Reuters America LLC

		The Reuters Building, 3 Times Square, New York, 10036, NY, USA

		Fax: +1 646 223 4250

		Attention: Nancy Gardner, Area General Counsel

		with a copy to:

		Reuters Limited

		85 Fleet Street, London EC4P 4AJ

		Fax: 44 (0) 207 542 6848

		Attention: General Counsel

	15.13.6	A Notice to the Purchaser shall be sent to the following address, or such other person or address as the Purchaser may notify to the Sellers from time to time:

		British Telecommunications plc

		81 Newgate Street, London, EC1A 7AJ

		Fax: +44 207 600 6891

		Attention: Anne Fletcher, Group General Counsel

	15.13.7	A Notice shall be effective upon receipt and shall be deemed to have been received:

		(i)	24 hours after posting, if delivered by pre-paid first class post;

		(ii)	at the time of delivery, if delivered by hand or courier; and

		(iii)	at the time of transmission in legible form, if delivered by fax.

15.14	Invalidity

	15.14.1	If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

	15.14.2	To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 15.14.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 15.14.1, not be affected.

15.15	Counterparts

	This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each of the parties may enter into this Agreement by signing any such counterpart.

15.16	Governing Law and Submission to Jurisdiction

	15.16.1	This Agreement and the documents to be entered into pursuant to it, save as expressly referred to therein, shall be governed by and construed in accordance with English law.

	15.16.2	Each of the Sellers and the Purchaser irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and the documents to be entered into pursuant to it and that accordingly any proceedings arising out of or in connection with this Agreement and the documents to be entered into pursuant to it shall be brought in such courts. Each of the Sellers and the Purchaser irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

15.17	Agent for Service

	15.17.1	Each of Reuters C and Reuters America irrevocably appoints Reuters Limited of 85 Fleet Street, London EC4P 4AJ to be its agent for the receipt of service of process in England. It agrees that any Service Document may be effectively served on it in connection with Proceedings in England and Wales by service on its agent.

	15.17.2	Any Service Document shall be deemed to have been duly served on Reuters C or Reuters America (as the case may be) if marked for the attention of Reuters Limited at 85 Fleet Street, London EC4P 4AJ or such other address within England and Wales as may be notified to the party wishing to serve the Document and:

		(i)	left at the specified address; or

		(ii)	sent to the specified address by first class post.

		In the case of (i), the Service Document will be deemed to have been duly served when it is left. In the case of (ii), the Service Document shall be deemed to have been duly served two clear Business Days after the date of posting.

	15.17.3	A copy of any Service Document served on an agent shall be sent by post to Reuters C or Reuters America (as relevant). Failure or delay in so doing shall not prejudice the effectiveness of service of the Service Document.

	Name of Subsidiary:	Radianz Proton Limited

	Registered Number:	CR-99946
		FC 023398 (registered in the UK as
		an overseas company on 24/08/2001)

	Registered Office:	Ugland House
		PO Box 309
		George Town
		Grand Cayman
		Cayman Islands

	Date and place of incorporation:	02/05/2000; Cayman Islands

	Issued share capital:	27,368 Ordinary Shares of US$1 each

	Authorised share capital:	50,000 Ordinary Shares of US$1 each

	Shareholders and shares held:	Radianz Limited – 27,368 Ordinary
		Shares of US$1 each

	Directors:	Philip John Emery (UK)
		Caroline Emma Griffin Pain (UK)

	Secretary:	Atricia Sobers (of Maples Calder)

	Managing Director/Chief Executive Officer:	N/A

	Accounting reference date:	31/12

	Auditors:	N/A


	Name of Subsidiary:	Radianz Japan K.K.

	Registered Number:	027174

	Registered Office:	SN Building
		318-3 Kiba, Koto-ku
		Tokyo
		Japan

	Date and place of incorporation:	12/06/2000; Japan

	Issued share capital:	200 shares of Y50,000 each

	Authorised share capital:	800 shares of Y50,000 each

	Shareholders and shares held:	Radianz Limited – 200 shares of
		Y50,000 each

	Directors:	TK Yim (Hong Kong)
		Philip John Emery (UK)
		Sean Yoshida (Resident)

	Secretary:	N/A

	Managing Director/Chief Executive Officer:	N/A

	Accounting reference date:	31/12