EXHIBIT 4.5
[GRAPHIC OMITTED]


                              United Business Media

                OPTION CERTIFICATE - PART "B" UNAPPROVED OPTIONS

              The United Business Media 2000 Executive Share Option
                                     Scheme
                                 ("the Scheme")
                               OPTION CERTIFICATE
                                     PART B

THIS  DOCUMENT  IS  IMPORTANT.  It will be  needed  by the  Participant  for the
exercise of the option.


Name of Participant:
Address of Participant:

Date of grant:
Number of ordinary shares: [          ]
Price per ordinary share: [          ]
First date for exercise of option: [          ]
Last date for exercise of option: [          ]


The  Participant  named  above is hereby  granted an option  under Part B of the
Scheme to acquire the above  number of ordinary  shares in the  Company,  at the
above price per ordinary  share,  upon the terms set out in Part B of the Scheme
and on the additional terms set out in the Schedule hereto.


Signed by


- ---------------------------
Company Secretary
for and on behalf of United Business Media plc







THE SCHEDULE

1.   In  relation  to the option over [  ]ordinary  shares in the  Company,  the
     condition in this  Schedule is that,  looking at two  associated  financial
     years of the Company (see 2.2 below) of which the later one is at least the
     third  financial year after the earlier one and is not later than the sixth
     financial year after the earlier one, the earnings per share of the Company
     for the later one must have exceeded its earnings per share for the earlier
     one by at least RPI plus (on  average)  5% per year.  Once this  target has
     been met,  then,  subject  to the Rules of the  Scheme,  the  amount of the
     option  specified in this  paragraph may be exercised at any time after the
     Earliest  Date for  exercise  specified  in this  Certificate  even if this
     condition  fails to be met in later years. If the earnings per share growth
     is RPI  plus  (on  average)  between  3% and 5% per  year  between  the two
     financial years in question, the number of shares over which the option may
     be exercised shall be on a sliding scale between these two points.

2.   For the purposes of this Schedule:-

2.1  the  earnings per share of the Company  shall be the headline  earnings per
     share  as  reported  in the  Company's  consolidated  financial  statements
     adjusted to exclude any items that are deemed by the Remuneration Committee
     to be  sufficiently  exceptional  to  warrant  exclusion  so as to create a
     normalised earnings per share figure for each financial year;

2.2  two financial years of the Company are associated if the earlier one is the
     financial  year of the Company last  preceding the Grant Date and the later
     one is not later than the financial  year of the Company last preceding the
     date on which the option is exercised;

2.3  "financial  year" has the same  meaning as in section 742 of the  Companies
     Act 1985;

2.4  "RPI" means the retail prices index;

2.5  the retail  prices  index is the  general  index of retail  prices (for all
     items) published by the UK Office for National Statistics or, if that index
     is not published for the month in question,  any substituted index or index
     figures published by that Office;

3.   The Board may make  such  adjustments  to the  method  of  calculating  the
     Company's  earnings  per  share or any other  feature  of the terms of this
     Schedule as it  considers  appropriate  (and as the  auditors  for the time
     being of the Company shall have confirmed in writing to be in their opinion
     fair and reasonable) to take account of:-







3.1  any increase or variation of the share capital of the Company;

3.2  any change to FRS14;

3.3  there being no earnings per share of the Company for any relevant financial
     year;

3.4  the Company's  earnings per share being  reported in a currency  other than
     sterling; or

any other factors considered by the Board to be relevant.