TRANSITION SERVICES AGREEMENT

EXHIBIT 10.3

TRANSITION SERVICES AGREEMENT

by and between

PROQUEST COMPANY

and

SNAP-ON INCORPORATED

Dated as of ___, 2006

TRANSITION SERVICES AGREEMENT

     This TRANSITION SERVICES AGREEMENT, dated as of ___, 2006 (this “ Agreement ”), 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 .” Capitalized terms used herein shall have the meanings set forth in Article I unless otherwise defined herein.

     WHEREAS, Seller and Buyer entered into a Stock and Asset Purchase Agreement, dated as of October 20, 2006 (the “ Purchase Agreement ”), pursuant to which Buyer agreed to acquire the Acquired Business from Seller;

     WHEREAS, Seller’s operations other than the Acquired Business currently provide certain services to the Acquired Business, and the Acquired Business currently provides certain services to Seller and its Subsidiaries;

     WHEREAS, (i) Buyer wishes that Seller or one of its Subsidiaries continue to provide certain of such services to Buyer after the Closing so that Buyer may operate the Acquired Business in all material respects in the manner in which the Acquired Business was run by Seller prior to Closing, and Seller wishes to provide such services or cause such services to be provided for a limited duration, all as more fully set forth herein and (ii) Seller wishes that Buyer or one of its Subsidiaries to provide certain of such services to Seller after the Closing and Buyer wishes to provide such services or cause such services to be provided for a limited duration, all as more fully set forth herein; and

     NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Definitions . As used in this Agreement, the following terms have the meanings set forth or referenced below:

     “ Affiliates ” shall mean, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by ownership of securities, contract, credit arrangement or otherwise.

     “ Agreement ” means this Transition Services Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

     “ Buyer ” has the meaning set forth in the introductory paragraph of this Agreement.

     “ Buyer Services ” has the meaning set forth in Section 2.2.

     “ Business Day ” means any day, excluding Saturday, Sunday and any other day on which commercial banks in New York, New York are authorized or required by Law to close.

     “ Force Majeure ” has the meaning set forth in Section 7.12.

     “ Governmental Authority ” shall mean any foreign, federal, state, provincial or local governmental or regulatory commission, board, bureau, agency, court or regulatory or administrative body.

     “ Law ” shall mean any foreign, federal, state or local law, statute, ordinance, regulation, rule, constitution, code, order or treaty of any Governmental Authority.

     “ Person ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or other entity.

     “ Providing Party ” means (a) Seller, with respect to its provision of the Seller Services hereunder, and (b) Buyer, with respect to its provision of the Buyer Services hereunder.

     “ Purchase Agreement ” has the meaning set forth in the first “Whereas” clause.

     “ Recipient Party ” means (a) Buyer, with respect to Seller’s provision of the Seller Services hereunder, and (b) Seller, with respect to Buyer’s provision of the Buyer Services hereunder.

     “ Seller ” has the meaning set forth in the introductory paragraph of this Agreement.

     “ Seller Services” has the meaning set forth in Section 2.1.

     “ Service ” or “ Services ” means either the Buyer Services or the Seller Services.

     “ Service Provider ” means (a) Seller or a Subsidiary which is providing to or obtaining for Buyer, or any Subsidiary, the particular Seller Service pursuant to Section 2.1, (b) Buyer or a Subsidiary which is providing to or obtaining for Seller, or any Subsidiary the particular Buyer Service pursuant to Section 2.2, or (c) any third party that is providing any Service to either Party, which third party is to provide pursuant to Section 2.1 or Section 2.2.

     “ Term ” has the meaning set forth in Section 3.1.

     “ Termination Date ” has the meaning set forth in Section 3.1.

     1.2 Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

          (a) when a reference is made in this Agreement to an Article, Section or Attachment, such reference is to an Article or Section of, or an Attachment to, this Agreement unless otherwise indicated;

          (b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

          (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

          (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

          (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

          (f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

          (g) references to a Person are also to its successors and permitted assigns;

          (h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

          (i) all capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Purchase Agreement, which meanings are incorporated herein by reference.

ARTICLE II

SERVICES

     2.1 Seller Services . On the terms and conditions of this Agreement, Seller hereby agrees to provide or cause one or more of its Subsidiaries or Affiliates or a Service Provider that is providing a Service to Seller or any such Subsidiary or Affiliate to provide the services listed on Attachment A (the “ Seller Services ”) to Buyer for the Term of this Agreement with respect to each Seller Service.

     2.2 Buyer Services . On the terms and conditions of this Agreement, Buyer hereby agrees to provide or cause one or more of its Subsidiaries or Affiliates or a Service Provider that is providing a Service to the Acquired Business to provide the services listed on Attachment B (the “ Buyer Services ”) to Seller and its Subsidiaries or Affiliates for the Term of this Agreement with respect to each Buyer Service.

     2.3 Consent of Service Providers . Each Party’s obligation to deliver any Service is conditioned upon such Party’s obtaining the consent, where necessary, of any relevant third party Service Provider. If that consent cannot reasonably be obtained, the Parties will use reasonable efforts to arrange for alternative methods of delivering any such Service.

ARTICLE III

TERM

     3.1 Term . Subject to the terms herein, this Agreement shall commence on the Closing Date and shall terminate with respect to each Service on that date which is one (1) year after the Closing Date, except (a) if Attachment A or Attachment B expressly identifies a different expiration date for a particular Service, such particular Service shall terminate on the identified different expiration date, and (b) as terminated pursuant to Article VI (the “ Termination Date ”); provided , however , that this Agreement shall continue until the last Termination Date of a Service. The Parties may extend a Termination Date for a particular Service upon mutual written agreement. With respect to each Service, the period from the Effective Date to the Termination Date collectively with any extension, the “ Term ”).

     3.2 Effect of Termination . Neither the termination of this Agreement with respect to a Service pursuant to Article VI nor the expiration of this Agreement with respect to a Service pursuant to Section 3.1 shall affect (i) the liability of a Party for breach of this Agreement, (ii) the obligations of a Party to make payments when due hereunder or (iii) the provisions contained in Articles IV, V, VI and VII and the related definitions, each of which shall survive the termination or expiration of this Agreement.

ARTICLE IV

PRICING AND PAYMENT

     4.1 Pricing . Subject to Sections 4.2 and 4.3, each Service rendered pursuant to this Agreement shall be charged to and payable by the Recip