TERMS AND CONDITIONS OF EMPLOYMENT

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Exhibit 10.3

November 1, 2004

Mr. Stephen Green
c/o IHS Group Inc.
15 Inverness Way East
Englewood, CO 80112

Dear Stephen:

        This letter, written on behalf of the Board of Directors (the " Board ") of IHS Group Inc., a Delaware corporation formerly known as HAIC Inc. (the " Company "), confirms the terms and conditions of your employment with the Company.

        1.     Term of Employment.     Your employment under this Letter Agreement is effective as of the date hereof (the " Effective Date ") and, subject to termination as provided in Sections 7 or 8, will end on the first anniversary of the Effective Date; provided that on each anniversary of the Effective Date, the term of your employment will automatically be extended by an additional year unless the Company or you give the other party written notice, at least 30 days prior to the applicable anniversary of the Effective Date, that you do not or it does not want the term to be so extended. Such employment period, as may be so extended, will hereinafter be referred to as the " Term ".

        2.     Title and Duties.     

        (a)    Position . During the Term, you will be employed by the Company as General Counsel, IHS Group. You will have such duties and responsibilities and power and authority as assigned to you by the Board or the President and Chief Executive Officer of the Company (the " CEO ").

        (b)    Exclusive Duties . During your employment by the Company, you will devote substantially all your entire working time, attention and energies to the business of the Company and its Affiliates (as defined below) and will not, without the prior written consent of the Board undertake any other business activities. Without limiting the generality of the foregoing, you will not take any actions of the kind described in Section 11.

        3.     Base Salary.     During the Term, the Company will pay you a minimum base salary at the annual rate of $275,000, payable in accordance with the Company's regular payroll practices. The Compensation Committee of the Board (the " Committee ") will review your base salary annually and may, in its sole discretion, increase your base salary based on your performance and the Company's performance. Such base salary, as may be increased, will hereinafter be referred to as your " Base Salary ".

        4.     Bonus.     During the Term, you will be eligible to receive an annual bonus (the " Annual Bonus ") pursuant to the Company's then current annual incentive plan. The performance objectives for your Annual Bonus will be determined by the CEO.

        5.     Annual Long-Term Incentive Grant.     During the Term, you will be eligible to receive such long-term incentive grant, consisting of stock options, restricted stock, other equity-based awards, or a combination thereof, as determined by the Committee (the " Equity Grant "). The size and terms of the Equity Grant will be determined by the Committee based on your performance and the Company's performance, as well as the terms of the equity compensation plan under which the Equity Grant is granted.

        6.     Other Benefits.     

        (a)    Employee Benefits . You will be eligible to participate in the employee benefit plans, programs and arrangements maintained by the Company.

        (b)    Vacation . You will be entitled to not less than 24 days of paid vacation per calendar year in accordance with the Company's vacation policy as in effect from time to time.

        (c)    Reimbursement . The Company will reimburse you for all reasonable expenses and disbursements in carrying out your duties and responsibilities under this Letter Agreement in accordance with Company policy for executive officers as in effect from time to time.

        7.     Termination of Employment (Non-Change in Control) .    Subject to Section 9:

        (a)    Resignation for Good Reason or Termination Without Cause . If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of:

        (i)    any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;

        (ii)   an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and

        (iii)  your Target Bonus for such year, prorated for the number of days that have elapsed during such year.

        In addition to the foregoing lump-sum payment:

        (w)  the Company will continue your participation in the Company's medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) following the date of such termination;

        (x)   vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant is granted;

        (y)   outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and

        (z)   you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination.

For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of 2 years. Credit for the year in which termination occurs will be given for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employment.

        (b)    Termination Other than for Good Reason or for Cause . If you terminate your employment other than for Good Reason (including if you give notice that you do not want to extend the Term

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as provided in Section 1) or if your employment is terminated by the Company for Cause, you will receive no further payments, compensation or benefits under this Letter Agreement, except you will be eligible to receive, immediately upon the effectiveness of such termination, amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing prior to the effectiveness of your termination and such compensation or benefits that have been earned and will become payable without regard to future services.

        (c)    Death, Disability or Retirement . If your employment terminates by reason of death, Disability or retirement (as defined in the Company's equity compensation plan then in effect), you or your beneficiaries will receive a lump-sum cash payment equal to the sum of:

        (i)    any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; and

        (ii)   your Target Bonus for such year, prorated for the number of days that have elapsed during such year.

If your employment terminates by reason of your retirement, then in addition to benefits to which you may be entitled pursuant to this Letter Agreement, your entitlements in connection with a termination of your employment pursuant to your retirement under the Company's otherwise applicable employee benefit and retirement plans and programs (including without limitation under the Company's equity compensation plans), will be determined in accordance with such applicable plans and programs.

For purposes of this Letter Agreement, " Good Reason " means the Company's breach of any of its material obligations under this Letter Agreement, excluding immaterial actions (or failures of action) not taken (or omitted to be taken) in bad faith and which, if capable of being remedied, are remedied by the Company within 30 days of receipt of notice thereof given by you. For purposes of this Letter Agreement, " Cause " means any of the following: (i) conviction of or pleading guilty to a felony, (ii) commission of intentional acts of misconduct that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business, or (iii) willful refusal or willful failure to perform your material duties under this Letter Agreement after written demand that you do so. Termination of the employment shall not be deemed to be for Cause hereunder unless and until (A) written notice has been delivered to you by the Company which specifically identifies the Cause which is the basis of the termination and, if the Cause is capable of cure, you have failed to cure or remedy the act or omission so identified within 14 calendar days after written notice of such breach. For purposes of this provision, no act or failure to act on your part shall be considered "willful" unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause without reasonable notice to you setting forth the reasons, facts and circumstances for the Company's intention to terminate for Cause and an opportunity for you, together with your counsel, to be heard before the Committee or the Board.

        8.     Change in Control .    Subject to Section 9:

        (a)    General . If there is a Change in Control (as defined below) and, within 1 year of such Change in Control, you terminate your employment for CIC Good Reason (as defined below) or

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you are terminated by the Company without Cause, you will receive a lump-sum cash payment equal to the sum of:

        (i)    any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;

        (ii)   an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subsclause (ii) equal to 2 years of your then Base Salary; and

        (iii)  your Target Bonus for the fiscal year of such termination, prorated for the number of days that have elapsed during such year.

        In addition to the foregoing lump-sum payment:

        (w)  the Company will continue your participation in the Company's medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits), for the Relevant Period following the date of such termination;

        (x)   all unvested stock options, restricted stock and other equity awards then held by you will fully vest and become exercisable as of the effective date of such termination;

        (y)   outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and

        (z)   you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates, in which you participated at the time of such termination.

        For purposes of this Letter Agreement, " Change in Control " means the first to occur of:

(i)

the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as from time to time amended) of the beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of all outstanding securities of the Company;

(ii)

a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than 50% of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation;

(iii)

a reverse merger in which the Company is the surviving entity but in which securities possessing more than 50% of the total combined voting power of all outstanding voting securities of the Company are transferred to or acquired by a person or persons different from the persons holding directly or indirectly those securities immediately prior to such merger;

(iv)

the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company;

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(v)

the approval by the shareholders of a plan or proposal for the liquidation or dissolution of the Company; or

(vi)

as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the f