AGREEMENT

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Exhibit 10.6

         AGREEMENT dated August 4, 2004 between Robert R. Carpenter, residing at 1174 Scott Avenue, Winnetka, Illinois 60093 ("Carpenter"), and Information Handling Services Group Inc., a Delaware corporation ("IHS Group").

        Carpenter wishes to resign from employment with IHS Group and its affiliates. This Agreement sets forth the agreements of the parties in connection with Carpenter's resignation to assure an orderly transition for the business. Accordingly, the parties agree as follows:

1)

Carpenter hereby resigns from his employment with IHS Group and its parent HAIC, effective November 30, 2005 ("Effective Termination Date").

2)

Carpenter will continue to serve as President and CEO of IHS Group until informed by the Chairman of HAIC that such services are no longer needed, but no later than November 30, 2004. From the date Carpenter ceases to serve as President and CEO of IHS Group until the Effective Termination Date, Carpenter shall be employed as Senior Advisor of IHS Group and Senior Advisor of HAIC. As such he will report to the Chairman of HAIC and perform duties of an executive nature for IHS Group, HAIC, TBG and/or their affiliates as mutually agreed by the Chairman of HAIC and Carpenter. As used in this Agreement, the term "affiliate" shall mean any company that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with IHS Group.

3)

As of the date Carpenter ceases to be President and CEO of IHS Group, he shall cease to be a director of IHS Group and HAIC. He will also cease to be an officer or director as of such date of any IHS Group affiliate.

4)

Carpenter shall continue to receive his current base salary through November 30, 2004. Carpenter shall be entitled to annual bonus payment for the fiscal year ended November 30, 2004 in accordance with the IHS Group Annual Incentive Plan. It is understood that notwithstanding the date Carpenter ceases to be President and CEO of IHS Group and becomes Senior Advisor of IHS Group and HAIC, Carpenter shall be entitled to the payments provided in this paragraph as if he continued as President and CEO of IHS Group through November 30, 2004.

5)

For the period from December 1, 2004 through the Effective Termination Date Carpenter shall receive salary at the rate of $250,000 per annum. Carpenter shall not participate in any annual bonus or other incentive plans for such period. Carpenter will continue to participate for the period through the Effective Termination Date in the then current IHS Group health and welfare related benefit plans, 401-K plan and retirement plan offered to US based employees of IHS Group generally. In addition, you will be vested in the retirement plan with the equivalent of five years of service. On the Effective Termination Date, Carpenter's resignation from IHS Group and HAIC shall become effective, and Carpenter shall not receive any further salary and shall not participate in any benefit plans from and after the Effective Termination Date.

6)

Carpenter has received grants of 1,750,000 stock options for the purchase of non-voting common stock of IHS Group Inc. pursuant to Stock Option Agreements dated March 1, 2003 and March 1, 2004 ("Stock Option Agreements"). The exercise of Carpenter's outstanding stock options granted under the Plan shall be governed by the terms of the Plan, including the exercise periods specified in Section 2 of the Stock Option Agreements.

7)

In the event prior to the Effective Termination Date, IHS Group or an affiliate puts into effect a new plan that provides for the substitution of options, restricted stock or other equity related instruments (and may include a cash payment component) for outstanding stock options awarded under the Plan or provides for such substitution under the existing Plan, then Carpenter's outstanding options will be treated comparably to the options of IHS Group's senior executives in the event a cash payment and/or new options, restricted stock or other

equity related instruments are substituted for IRS options awarded under the Plan for such other senior executives. In valuing Carpenter's options for the purpose of any such substitution, it is understood that to the extent the valuation reflects the exercise price, the valuation of Carpenter's options will reflect the exercise price of the options set forth in the Stock Option Agreements. Carpenter will execute and be bound by any lock-up or similar agreement required of other senior executives of IHS Group and/or its affiliates in connection with an IPO.

8)

IHS Group will pay Carpenter the sum of $500,000 on December 1, 2004 and the sum of $250,000 on