CHANGE OF CONTROL AND RETENTION AGREEMENT

Exhibit 10.54

CHANGE OF CONTROL AND RETENTION AGREEMENT

This Change of Control and Retention Agreement (“Agreement”) is entered into by and between David Asai and ProQuest Company (“ProQuest”) effective as of November 30, 2006 (“Effective Date”).

1.  Purpose .

This Agreement is being provided to you because you are a key employee who performs important, specialized or leadership duties that are critical to ProQuest. ProQuest wishes to retain you during a period where it will need to make restructuring decisions in order to enhance the profitability of its business or may consider strategic alternatives. This Agreement is intended to enhance your job-related security so that you may assist ProQuest in accomplishing this objective. This Agreement provides for (a) a Guaranteed Minimum Bonus (as defined in Section 5 below) and (b) Enhanced Severance Benefits (as set forth in Section 6 below) if your employment is terminated under certain circumstances.

2.  Term .

The term (the “Term”) of this Agreement shall commence on the Effective Date and end on December 31, 2008 (“Termination Date”); provided, however, should a Change of Control occur at any time prior to the Termination Date, all provisions of this Agreement shall apply and continue in full force and effect for an additional 12 months and until all obligations hereunder shall have been finally discharged in full by the parties. This Agreement shall terminate if no Change of Control occurs on or before the Termination Date. No provision of this Agreement shall be deemed to restrict any rights of ProQuest to sell, transfer or otherwise dispose of any line of business or any part thereof on such terms and conditions as ProQuest, in its sole discretion, deems appropriate. “A Change of Control” for purposes of this Agreement shall have the meaning as defined in Exhibit A.

3.  Additional Employee Responsibilities .

(a) In addition to fulfilling current job responsibilities, you agree to cooperate fully with ProQuest and its investment bankers, attorneys, accountants and advisors in connection with any efforts to complete the restatement and related investigation or a sale of any ProQuest business to any prospective buyer.

(b) If you are offered an opportunity to receive employment, an equity interest or any other consideration from a prospective buyer during the Term hereof, by signing this Agreement you agree to keep ProQuest advised of your negotiations with the prospective buyer and to accept any such offer prior to any sale only with the advanced written permission of ProQuest.

(c) While employed by ProQuest and thereafter, you shall reasonably cooperate with ProQuest and its affiliates in any internal investigation, any administrative regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by ProQuest (including, without limitation, you being available to ProQuest upon reasonable notice and at reasonable times for interviews and factual investigations, appearing at ProQuest request upon reasonable notice and at reasonable times to give testimony without requiring service of a subpoena or other legal process, delivering to ProQuest requested information and relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments). The obligations under this Section 3(c) shall survive expiration of this Agreement. If your cooperation under Section 3(c) is requested after you terminate employment, ProQuest shall (i) reimburse you for all reasonable travel expenses and other reasonable out-of-pocket expenses upon submission of receipts and (ii) reimburse you for all reasonable fees and expenses, incurred by you in connection with any such investigation or proceeding.

4.  Confidentiality .

You agree that you will keep strictly confidential and will not disclose, directly or indirectly, any document or information related to ProQuest, or its affiliates (including all proprietary, confidential, or trade secret information that you have in your possession or of which you are or may become aware) except as directed by ProQuest. You further agree that you will not make any statement nor take any action which might adversely reflect upon ProQuest, its affiliates or their respective officers, directors or employees. The obligations under this Section 4 shall survive expiration of this Agreement and shall be in addition to all other existing confidentiality obligations.

5.  Guaranteed Minimum Bonus for 2006 .

You will be receiving separately a letter setting forth your 2006 target bonus opportunity and your performance goals. If you remain employed with ProQuest through December 31, 2006, your bonus for fiscal year 2006 shall not be less than 75% of your 2006 target bonus opportunity (“Guaranteed Minimum Bonus”), Notwithstanding the foregoing, if there is a Change of Control other than an Asset Sale (as defined in Exhibit A) before December 31, 2006, then you shall be entitled to a bonus not less than a pro-rata portion of the Guaranteed Minimum Bonus (based on the number of days you remained employed in 2006 prior to the Change of Control) provided that: (1) you remain actively employed with ProQuest from the date of this Agreement until the end of 90 days immediately following the Change of Control (the “Retention Period”), except to the extent your employment is terminated hereunder in such a manner that you become entitled to Enhanced Severance Benefits under Section 6 below, and (2) you otherwise fulfill your duties and obligations under this Agreement. Payment of any Guaranteed Minimum Bonus amount in the event of a Change of Control shall be paid to you in cash, within thirty (30) calendar days after a Change of Control, but not later than March 31, 2007, subject to the withholding of applicable taxes and deductions.

6.  Eligibility to Receive Enhanced Severance Benefits .

(a) ProQuest shall pay or cause the buyer to pay Enhanced Severance Benefits set forth in Exhibit B if your employment is terminated by ProQuest without Cause (as defined in Section 6(c) below) or by you for Good Reason (as defined in Section 6(d) below) during the Term.

(b) Enhanced Severance Benefits shall be in lieu of any severance you would have been otherwise eligible for under the terms of any other severance plan or arrangement, including but not limited to the ProQuest Company Separation Benefits Plan and will be subject to completion of a general release as set forth in Exhibit C and the withholding of applicable taxes and deductions. The Enhanced Severance Benefits will commence as soon as reasonably practical after the termination of the revocation period set forth in the release agreement.

(c) “Cause” for purposes of this Agreement shall mean the termination of your employment by reason of:

(i) an act of fraud, embezzlement or theft in connection with your duties or in the course of your employment;

(ii) unreasonable neglect or refusal by you to perform your material duties (other than as a result of illness, accident or other physical or mental incapacity), provided that:

(iii) you engage in willful, reckless, or grossly negligent misconduct which is or may be materially injurious to ProQuest, the buyer or their respective affiliates;

(iv) your conviction of or plea of guilty or nolo contendere to, a felony; or

(v) your failure to cooperate in good faith with an investigation of ProQuest or its affiliates or their respective directors, officers or employees, if ProQuest has requested your cooperation.

(d) “Good Reason” shall mean (a) for periods prior to a Change of Control, the relocation of your principal office location more than 50 miles from its location immediately before the Change of Control, and (b) for a period of one year after the Change of Control, the relocation of your principal office location more than 50 miles from its location immediately before the Change of Control or a material reduction in the aggregate dollar amount of either your base salary or your target bonus opportunity, unless you specifically agree in writing that such events shall not be Good Reason (regardless of whether any other reason, other than Cause, for such termination exists or has occurred).

7.  Relation to Other Plans, Agreements and Arrangements .

This Agreement forms the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and, except as otherwise provided herein, shall supersede all prior agreements, promises and representations regarding the payments or any other matter set forth in this Agreement.

8. Amendment; Waiver .

The provisions of this Agreement may be amended or waived only by a written agreement executed and delivered by ProQuest’s President and you. A waiver of any term, covenant or condition contained in this Agreement shall not be deemed a waiver of any other term, covenant or condition, and any waiver of any default in any such term, covenant or condition shall not be deemed a waiver of any later default thereof.

9. Taxes .

The parties agree to modify this Agreement, the timing (but not the amount) of the severance payments, or both to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), Notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of compensation or benefits payable by ProQuest or its affiliates to you pursuant to this Agreement or otherwise shall be reduced to the maximum amount that can be so provided without any portion of such compensation and benefits being subject to any excise tax imposed by Section 4999 of the Code. If a reduction is required under this Section, then ProQuest shall first reduce your taxable cash-based benefits under this Agreement, and then, if necessary, your equity-based compensation (based on the value of such equity-based compensation as a parachute payment under Section 280G of the Code).

10.  Company Right to Recover Payments under This Agreement .

You hereby agree that, if it is ever determined by ProQuest that any action or inaction by you constituted misconduct, breach of fiduciary duty to ProQuest, fraud, or grounds for termination for Cause, then ProQuest may recover all of any award or payment made to you pursuant to this Agreement, and you agree to repay and return any such award or payment to ProQuest. ProQuest may, in its sole discretion, affect any such recovery by (i) obtaining repayment directly from you; (ii) setting off the amount owed to it against any amount or award that would otherwise be payable by ProQuest to you, or (iii) any combination of (i) and (ii) above.

11.  Severability .

If any court or governmental authority declares one or more parts of this Agreement to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any part of this Agreement not declared to be unlawful or invalid. Any part so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such part to the fullest extent possible while remaining lawful and valid.

12.  Descriptive Headings .

The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

13.  Notices .

All notices hereunder shall be in writing and delivered by hand, by nationally-recognized delivery service that guarantees overnight delivery, or by first-class, registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

Either party may from time to time designate a new address by notice given in accordance with this Section 13. Notice shall be effective when actually received by the addressee.

14.  Construction .

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The use of the word “including” in this Agreement means “including without limitation” and is intended by the parties to be by way of example rather than limitation.

15. Successors .

This Agreement shall be binding upon any successor or assign of ProQuest, including any entity that (whether directly or indirectly, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) is the survivor of ProQuest or that acquires ProQuest and/or substantially all of the assets of ProQuest in accordance with the operation of law, and such successor entity shall assume sole and exclusive responsibility to fulfill the duties and obligations of ProQuest for purposes of this Agreement. In addition, ProQuest may assign this Agreement, and its duties and obligations hereunder to any buyer. This Paragraph will continue to apply in the event of any subsequent merger or consolidation or transfer of assets of ProQuest or a buyer that assumes this Agreement. You shall not be entitled to assign your obligations under this Agreement.

16.  Miscellaneous .

This Agreement will not be construed to provide you any right of continued employment by ProQuest or its affiliates. The construction, interpretation and validity of this Agreement shall be determined in accordance with and governed by the laws of the State of Michigan applicable to contracts executed and performed in such state without giving effect to conflicts of laws principles.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

EXHIBIT A

DEFINITION OF CHANGE OF CONTROL

A “Change of Control” for purposes of this Agreement shall be deemed to have occurred if:

(a) there shall be consummated any consolidation or merger of ProQuest pursua