RESTRICTIVE COVENANT AGREEMENT

RESTRICTIVE COVENANT AGREEMENT

      THIS AGREEMENT (“ Agreement ”) dated as of November 28, 2006 (the “ Effective Date ”) is by and between ProQuest Company, a Delaware corporation (“ Seller ”), and Snap-on Incorporated, a Delaware corporation (“ Buyer ”). Seller and Buyer may be referred to in this Agreement individually as a “ Party ” or collectively as “ Parties .”

      WHEREAS , pursuant to the Stock and Asset Purchase Agreement by and between Buyer and Seller dated October 20 , 2006, as amended November 1, 2006 (the “ Stock and Asset Purchase Agreement ”), Seller will purchase certain stock and assets of Seller (all capitalized terms not otherwise defined shall have the meanings set forth in the Stock and Asset Purchase Agreement);

      WHEREAS , Seller engages in the Business and is selling to Buyer pursuant to the Stock and Asset Purchase Agreement all rights, title and interest in the Acquired Business to Buyer (including all rights to engage in the business in the future); and in connection therewith has agreed to the restrictive covenants set forth herein;

      WHEREAS , Seller, pursuant to the transactions contemplated by the Stock and Asset Purchase Agreement, will realize substantial economic benefits, including the receipt of the Purchase Price thereunder;

      WHEREAS , the execution of this Agreement between Buyer and Seller is an express condition to closing under the Stock and Asset Purchase Agreement, as set forth in Section 9.3 of the Stock and Asset Purchase Agreement and Buyer would not have consummated the transactions contemplated therein in the absence of this Agreement; and

      WHEREAS , to protect the assets and the related business being acquired by Buyer pursuant to the Stock and Asset Purchase Agreement, Buyer and Seller desire to enter into this Agreement.

ARTICLE I
AGREEMENT NOT TO COMPETE; AGREEMENT NOT TO SOLICIT

      SECTION 1.01 Agreement Not to Compete . Seller shall not, for a period of five years after the Effective Date, in any location in the world where the Acquired Business conducts operations other than in the United Kingdom and for a period of two years after the Effective Date in the United Kingdom: (a) directly or indirectly, own, manage, establish, operate, participate in, provide financial assistance to, or control any business, company, partnership, organization, proprietorship, or other entity that is engaged in the business of developing and deploying electronic parts and service information retrieval products and dealer performance applications for the automotive, powersports and outdoor power markets as conducted by the Acquired Entities and by the

Retained Subsidiaries with the Foreign Assets on the Effective Date (except as a holder of no more than five percent (5%) of the stock of a publicly held company, provided the Seller does not participate in the business of such company or render advice or assistance to such company); or (b) entice or attempt to entice any third party with which the Acquired Business transacts business directly or indirectly so as to cause or attempt to cause any such third party not to engage in or reduce its business with Buyer; provided, however, that this agreement not to compete shall not apply to retrieval products and services provided by Seller’s Affiliates to libraries, colleges, schools and universities.

      SECTION 1.02 Agreement Not to Solicit Employees . Seller agrees and acknowledges that the value and goodwill related to the Acquired Business purchased by the Buyer depends on continued, amicable relations with its employees, and Seller agrees that for a period of two years after the Effective Date, Seller shall not, directly or indirectly, induce or attempt to induce any Business Employee to terminate his or her employment with Buyer or any of its Affiliates; provided that such restriction shall not prevent Seller or its Subsidiaries from (i) advertising to the general public openings that it may have and hiring individuals in response to those advertisements, or (ii) hiring any Business Employee who has been terminated by Buyer or any of its Affiliates.

ARTICLE II
NON-DISCLOSURE AGREEMENT

      SECTION 2.01 Definition . “ Confidential Information ” means any data or information of the Acquired Business, including, without limitation, Buyer’s customer lists, business connections, financial information, fees, business and marketing plans, forecasts and techniques, personnel data, employee compensation, the terms of this Agreement, business strategies, and proprietary information, as well as information of any kind provided to Buyer by its customers or their respective representatives, including all written materials, notes, data, reports assessment, analysis, whether transcribed or on computer disk, or databases, prepared by either their employees or other personnel in connection in any way with the work Buyer is doing for its customers; provided that Confidential Information shall not include information which (i) is now or becomes publicly available, other than through disclosure by Seller or one of its Representatives (as hereinafter defined), (ii) is now or becomes available to Seller or its Affiliates on a non-confidential basis from a source other than Buyer or any of its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Buyer or its Affiliates that requires the source of the information to keep such disclosed information confidential, or (iii) that is developed by Seller independently with no use of the Confidential Information.

      SECTION 2.02 Recitals . The Parties agree that Confidential Information shall be treated as confidential by the Seller, shall be disclosed only as permitted in this Agreement and is valuable to the Acquired Business and Buyer. The Parties further agree that Buyer would suffer injury if Seller would disclose such information or use it to compete with Buyer (except as permitted pursuant to this Agreement) and Buyer would

not have consummated the transactions contemplated herein without this agreement with respect to the Confidential Information.

      SECTION 2.03 Use . Seller shall not directly or indirectly use or induce or permit others to use any of the Confidential Information for any purposes, except as may be reasonably necessary for purposes of providing services under the Transition Services Agreement referred to in Section 9.4 of the Stock and Asset Purchase Agreement (the “ Transition Services ”). Seller shall not directly or indirectly divulge, disclose, or communicate to any person, firm, entity, or other third party in any manner whatsoever any information relating to or constituting a part of the Confidential Information; provided , however , that such disclosures may be made to those of Seller’s directors, officers, employees, attorneys, accountants, and other agents (collectively, “ Representatives ”) with a specific need to know for purposes of providing or administering Transition Services or for valid legal purposes of Seller (including in connection with disputes pursuant to the Stock and Asset Purchase Agreement); and provided further that Seller may disclose Confidential information to the extent it is requested or required to do so by deposition,