Software License Agreement - NetRatings Inc. and ACNielsen eRatings.com


                           SOFTWARE LICENSE AGREEMENT


                                    between


                                NETRATINGS, INC.
                                   (LICENSOR)


                                      and


                             ACNielsen eRatings.com
                                   (LICENSEE)


                         Dated as of September 22, 1999



                                TABLE OF CONTENTS



                                                                                  Page
                                                                               

1.       Definitions.................................................................1
         1.1      ACNielsen Sampling Methodology.....................................1
         1.2      Back End Software..................................................1
         1.3      Collection Software................................................1
         1.4      Contract Quarter...................................................2
         1.5      Claims.............................................................2
         1.6      Consulting Services................................................2
         1.7      Disaster Recovery Site and Disaster Recovery Sites.................2
         1.8      Documentation......................................................2
         1.9      E-Commerce.........................................................2
         1.10     E-Commerce Service.................................................2
         1.11     Entity.............................................................2
         1.12     Excluded Country and Excluded Countries............................2
         1.13     Gross Revenue......................................................2
         1.14     Initial Release....................................................2
         1.15     Initial Roll-Out Costs.............................................2
         1.16     Intellectual Property Right and Intellectual Property Rights.......3
         1.17     Internet Measurement Panel.........................................3
         1.18     Internet Penetration...............................................3
         1.19     Licensor Intellectual Property Rights..............................3
         1.20     Licensor "Know-How"................................................3
         1.21     Localized..........................................................3
         1.22     Localized Software.................................................3
         1.23     Minimum Usage Threshold............................................3
         1.24     Licensor Proprietary Software......................................3
         1.25     Operating Agreement................................................4
         1.26     Operating Committee................................................4
         1.27     Other Agreements...................................................4
         1.28     Panel Data.........................................................4
         1.29     Panel Member License Agreement.....................................4
         1.30     Person.............................................................4
         1.31     Requested Developments.............................................4
         1.32     Site and Sites.....................................................4
         1.33     Subscriber.........................................................4
         1.34     Term...............................................................4
         1.35     Territory..........................................................4
         1.36     Third Party........................................................4
         1.37     Upgrade and Upgrades...............................................4
         1.38     Use................................................................4

2.       License Grants and Restrictions.............................................5
         2.1      Grant of License in Collection Software............................5
         2.2      Grant of License in Back End Software..............................5
         2.3      Grant of License to Documentation..................................5
         2.4      Grant of Licensor Know-How License.................................5
         2.5      Localized Software.................................................6

                                       i



                                TABLE OF CONTENTS
                                   (continued)

         2.6      Notice of Panel Member's Breach....................................6
         2.7      Reservation of Rights..............................................6
         2.8      Restrictions.......................................................7
         2.9      Delivery...........................................................7
         2.10     Acceptance.........................................................7
         2.11     Requested Developments.............................................7
         2.12     Mediametrie Agreement..............................................8

3.       Compensation................................................................9
         3.1      Guaranteed Commissions.............................................9
         3.2      Maintenance Fees...................................................9
         3.3      Taxes and Assessments..............................................9
         3.4      Payment Terms......................................................9
         3.5      Reporting..........................................................9
         3.6      Access and Audit..................................................10

4.       Territory; Internet Measurement Panel Establishment........................10

5.       [Intentionally Left Blank].................................................11

6.       Business Panel Establishment...............................................11

7.       Proprietary Rights Notices.................................................12
         7.1      Support and Maintenance...........................................12

8.       Representations and Warranties of Licensor.................................12

9.       Indemnification............................................................14

10.      Confidentiality............................................................16
         10.1     Confidential Information..........................................16
         10.2     Non-Confidential Information......................................16

11.      Liability..................................................................17
         11.1     Waiver of Consequential Damages...................................17
         11.2     Limitation of Liability...........................................17

12.      Dispute Resolution.........................................................17

13.      Term.......................................................................17

15.      Applicability of Bankruptcy Code...........................................19

16.      General Provisions.........................................................20
         16.1     Allocation of Risk................................................20
         16.2     Amendment.........................................................20
         16.3     Assignment........................................................20

                                      ii



                                TABLE OF CONTENTS
                                   (continued)
         16.4     Change of Control..............................................20
         16.5     Choice of Law..................................................20
         16.6     Compliance with Laws/Foreign Corrupt Practices Act.............20
         16.7     Counterparts...................................................21
         16.8     Entire Agreement...............................................21
         16.9     Force Majeure..................................................21
         16.10    Licensee's Governmental Approval Obligations...................21
         16.11    Notices, etc...................................................21
         16.12    Relationship of Parties........................................22
         16.13    Severability...................................................22
         16.14    Waiver.........................................................22
         16.15    Calendar Days..................................................23

                                     iii



                           SOFTWARE LICENSE AGREEMENT



         THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is made as of
September 22, 1999, (the "Effective Date"), between NetRatings, Inc., a Delaware
corporation with a place of business at 830 Hillview Court, Suite 225, Milpitas,
CA 95035 ("Licensor"), and ACNielsen eRatings.com, a Delaware corporation with
its principal place of business at 177 Broad Street, Stamford, Connecticut 06901
("Licensee") (each a "Party" and together the "Parties").

                                    RECITALS

         Licensor is in the business of developing, marketing, servicing and
selling interactive media and market research data related to the Internet.
Licensor has developed certain software products with the functional and
operational components ("Licensor Proprietary Software" as further described
below); and

         Licensee desires to obtain from Licensor, and Licensor desires to grant
to Licensee, a license to distribute and sublicense the Collection Software and
a license to use the Back End Software on the terms set forth herein.

         In consideration of these premises and of the mutual promises and
conditions contained in this Agreement, Licensor and Licensee agree as follows:

1.       Definitions

         Terms with Initial Capitalization not otherwise defined below shall
have the meaning set forth in the Operating Agreement entered into by the
Parties of even date.

         1.1  ACNIELSEN SAMPLING METHODOLOGY shall mean ACNielsen's 
proprietary analytical and statistical protocols, methodologies for 
developing universe estimates, sampling methodologies and related methods, 
processes and technologies for the identification, selection and recruitment 
of households and Persons within certain specified market, demographic, 
geographic and other criteria, in each case as the same exist on the 
Effective Date or as the same may hereafter be improved, enhanced or modified 
by ACNielsen, including all existing and further derivatives thereof.

         1.2  BACK END SOFTWARE shall mean the Initial Release and all 
Upgrades of the part of the Licensor Proprietary Software in object code form 
that is designed to be installed on a server to collect and aggregate the 
data collected by the Collection Software, and process that and other data, 
including without limitation, banner tracking data, in connection with the 
Internet Services.

         1.3  COLLECTION SOFTWARE shall mean the Initial Release and all 
Upgrades of the part of the Licensor Proprietary Software in object code form 
that is designated to be installed on a Panel Member's computer to gather 
data about such Panel Member's Internet usage activities.

         1.4  CONTRACT QUARTER shall mean each calendar quarter period (March 
31, June 30, September 30 and December 31) following the Effective Date 
during the Term. 



         1.5  CLAIMS shall have the meaning set forth in Section 9.1.

         1.6  CONSULTING SERVICES shall mean services based on data collected 
by the Internet Measurement Panels or the Panels developed by Licensor or its 
joint venture partners based outside of the Territory (including Japan to the 
extent permitted under Licensor's agreements with Netratings KK, a Japanese 
corporation, as in effect on the date hereof) which are based on the Licensor 
Proprietary Software and which are custom or ad hoc analysis of the data. The 
licensing sale of data and provision of analysis of data on a recurring basis 
are not Consulting Services.

         1.7  DISASTER RECOVERY SITE and DISASTER RECOVERY SITES shall mean 
one or more Sites designated from time to time by the Operating Committee as 
hot back- up sites for use in the event and to the extent that a natural 
disaster or other force majeure event renders a Site unsuitable for use in 
connection with the Internet Services.

         1.8  DOCUMENTATION means the documentation and operating 
instructions for the Back End Software, and Upgrades thereto.

         1.9  E-COMMERCE shall mean the purchases, sales and other 
transactions on the Internet.

         1.10  E-COMMERCE SERVICE shall mean the business of tracking or 
measuring E-Commerce, compiling data from such measurement, licensing such 
data to third parties and selling consulting services and analysis related 
thereto.

         1.11  ENTITY shall mean any general partnership, limited 
partnership, limited liability company, corporation, joint venture, trust, 
business trust, cooperative or association, or any foreign trust or foreign 
business organization.

         1.12  EXCLUDED COUNTRY and EXCLUDED COUNTRIES shall mean a country 
designated as an Excluded Country pursuant to Sections 4.2, 4.3 or 4.4 
wherein Licensor may seek a third party to assist in providing the Internet 
Services or provide Internet Services itself in such country.

         1.13  GROSS REVENUE shall mean the revenue derived in the Territory 
from the licensing of data relating to Internet Measurement Panels in the 
Territory.

         1.14  INITIAL RELEASE shall mean the version of the Collection 
Software as of the Effective Date or the Back End Software as of the 
Effective Date, as appropriate.

         1.15  INITIAL ROLL-OUT COSTS shall mean the direct costs of 
establishing Internet Measurement Panels (including costs of recruitment, 
incentives, churn and universe estimates) in the countries and of the initial 
sizes specified on Exhibit G hereto (or, where Exhibit G does not specify 
size, panels of commercially reasonable size), provided however that to the 
extent that Licensee shall elect that the initial number of panel members 
shall exceed the number specified in Exhibit G, the incremental costs of such 
increased number of initial panel members shall be included as "Initial 
Roll-Out Costs."

                                       2



         1.16  INTELLECTUAL PROPERTY RIGHT and INTELLECTUAL PROPERTY RIGHTS 
shall mean all worldwide right, title and interest of a Person in, to and 
under any and all: (a) United States or foreign patents and pending patent 
applications therefor, including the right to file new and additional patent 
applications based thereon, including provisionals, divisionals, 
continuations, continuations-in-part, reissues and reexaminations; (b) 
copyrights; and (c) trade secrets, know-how, processes, methods, engineering 
data and technical information.

         1.17  INTERNET MEASUREMENT PANEL shall mean any Panel developed by 
Licensee or its Affiliates or their contractors for purposes of monitoring, 
measuring, analyzing and reporting on Internet activities in countries in the 
Territory.

         1.18  INTERNET PENETRATION shall mean with respect to any country 
the percentage of residences in such country which have access to the 
Internet, provided that if such statistics shall not be available with 
respect to a country, and another generally accepted industry measure shall 
be available, then Internet Penetration shall mean such measure.

         1.19  LICENSOR INTELLECTUAL PROPERTY RIGHTS shall mean one or more 
Intellectual Property Rights owned by Licensor or licensed to Licensor by a 
Third Party with the right to sublicense at no cost. Licensor is not under an 
obligation to seek such third party licenses.

         1.20  LICENSOR "KNOW-HOW" shall mean all know-how, methodologies, 
techniques, and knowledge useful in using, implementing and supporting the 
Licensor Proprietary System and the Internet Services.

         1.21  LOCALIZED shall mean the localizations of an agreement, the 
Collection Software, Documentation and other material hereunder made, and 
revised from time to time, by agreement of the Parties to meet the 
requirements of countries in the Territory.

         1.22  LOCALIZED SOFTWARE shall mean Localized versions of the 
Collection Software.

         1.23  MINIMUM USAGE THRESHOLD with respect to any country shall mean 
that such country (i) had Total Advertising Spending for the prior year of 
not less than $1 billion (as reported by Zenith Media or similar 
organization) and (ii) Internet Penetration in the prior year of not less 
than twenty-five percent (25%).

         1.24  LICENSOR PROPRIETARY SOFTWARE shall mean all computer software 
programs owned by or developed by or on behalf of Licensor as of the 
Effective Date and during the Term hereof relating to the Internet Services 
(but excluding software for Consulting Services and E-Commerce Services), 
including without limitation, the Collection Software, Localized Software, 
Back End Software and the other software identified in Exhibit A, and all 
Upgrades thereto. Subject to Section 4.1(c) below, Licensor Proprietary 
Software expressly excludes any Third Party Software.

         1.25  OPERATING AGREEMENT shall mean the operating agreement between 
the Parties of even date.

         1.26  OPERATING COMMITTEE shall have the meaning set forth in 
Section 3.1(a) of the Operating Agreement.

                                       3



         1.27  OTHER AGREEMENTS shall mean the Operating Agreement, the term 
sheet for the data processing agreement between the Parties of even date and 
the Data Processing Agreement when entered into by the Parties.

         1.28  PANEL DATA shall mean all data provided by the Panel Members 
through the Collection Software.

         1.29  PANEL MEMBER LICENSE AGREEMENT shall mean the panel member 
end-user license for the Collection Software set forth in Exhibit D as 
modified by mutual agreement of the Parties during the Term and the Localized 
Version of the same.

         1.30  PERSON shall mean any individual or Entity, and the heirs, 
executors, administrators, legal representatives, successors and assigns of 
the "Person" when the context so permits.

         1.31  REQUESTED DEVELOPMENTS shall mean Upgrades or other 
modifications to the Licensor Proprietary Software requested by Licensee in 
accordance with Section 29.

         1.32  SITE and SITES shall mean one or more facilities established 
by the Operating Committee from time to time where servers owned or 
controlled by Licensee and used in connection with the Internet Services are 
located. 

         1.33  SUBSCRIBER shall mean an Entity that purchases reports from 
Licensee that contain data collected from Panel Members.

         1.34  TERM shall mean the term of this Agreement as provided in 
Article 13.

         1.35  TERRITORY shall mean the world except Japan, the United 
States, Canada and the Excluded Countries.

         1.36  THIRD PARTY shall mean, with respect to a Party, any Person 
that is not an Affiliate of such Party.

         1.37  UPGRADE and UPGRADES shall mean one or more upgrades, updates, 
enhancements, error corrections, new versions, new releases, bug fixes, 
patches and other modifications to software or documentation.

         1.38  USE shall mean operate, reproduce, distribute, transmit (by 
electronic means or otherwise), make available, perform and display.

2. License Grants and Restrictions

         2.1  GRANT OF LICENSE IN COLLECTION SOFTWARE. Subject to the terms 
of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby 
accepts, a non-transferable, exclusive, perpetual (except as provided in 
Article 13) royalty-free license under the Licensor Intellectual Property 
Rights (with the right to sublicense to its wholly-owned subsidiaries and 
Panel Members) to Use the Collection Software and Localized Software on Panel 
Members' computers in the Territory. Licensee and its wholly-owned 
subsidiaries may sublicense the Collection 

                                       4



Software only to Panel Members pursuant to the Panel Member License
Agreement applicable to the jurisdiction in which the computer of the Panel
Member is located, provided, however, that a Panel Member's continued use of the
Collection Software shall be subject to such new or revised version of the
governing Panel Member License Agreement as the Parties may agree upon and issue
from time to time hereunder.

         2.2  GRANT OF LICENSE IN BACK END SOFTWARE. Subject to the terms of 
this Agreement, Licensor hereby grants to Licensee, and Licensee hereby, 
accepts a non-transferable, perpetual (except as provided in Article 13), 
royalty-free license under Licensor Intellectual Property Rights, to install, 
operate, reproduce, distribute publicly perform and publicly display the Back 
End Software on computers at the Sites only to provide or support the 
Internet Service and at computers at the Disaster Recovery Site(s). The 
license shall be exclusive in the Territory and non-exclusive in North 
America. Licensee shall have the right to sublicense its rights under this 
license to Third Parties who are directly involved in the operation of 
computer facilities of Licensee or its or ACN's wholly-owned subsidiaries 
(including without limitation existing facilities of ACN's wholly-owned 
subsidiaries) or at one or more Sites in connection with or in support of the 
Internet Services, including without limitation, any Third Party to which 
computer operations have been outsourced. Any license granted pursuant to 
this Section 2.2 by Licensor to Third Parties who are not Affiliates shall be 
granted in a written agreement approved by the Operating Committee.

         2.3  GRANT OF LICENSE TO DOCUMENTATION. Subject to the terms of this 
Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, a 
non-transferable, non-exclusive, royalty-free license under the Licensor 
Intellectual Property Rights, to Use the (a) Documentation (and all Upgrades 
thereto) at the Sites and (b) Use end-user documentation on a Panel Member's 
computers with the right to sublicense to Panel Members. Licensee shall have 
the right to sublicense its rights under this license to Third Parties who 
are directly involved in the operation of computer facilities of Licensee or 
its or ACN's wholly-owned subsidiaries (including without limitation existing 
facilities of ACN's wholly-owned subsidiaries) or at one or more Sites in 
connection with or in support of the Internet Services, including without 
limitation, any Third Party to which computer operations have been outsourced.

         2.4  GRANT OF LICENSOR KNOW-HOW LICENSE. Subject to the terms of 
this Agreement, Licensor hereby grants to Licensee and Licensee hereby 
accepts a non-transferable, non-exclusive, royalty-free license, with the 
right to sublicense to Licensee's wholly-owned subsidiaries, to use Licensor 
Know How in connection with or in support of its use of the Licensor 
Propriety Software. Licensee shall have the right to sublicense its rights 
under this license to third parties who are directly involved in the 
operation of computer facilities of Licensee or its or ACN's wholly-owned 
subsidiaries (including without limitation existing facilities of ACN's 
wholly-owned subsidiaries) or at one or more Sites in connection with or in 
support of the Internet Services, including without limitation, any party to 
which computer operations have been outsourced. To the extent that 
Documentation has not been completed as of the Effective Date, Licensor shall 
complete and deliver Documentation to Licensee in a form agreed to by the 
Parties within sixty (60) days after the Effective Date.

                                       5



         2.5  LOCALIZED SOFTWARE.

         2.5.1  Subject to the terms hereof, Licensor shall be responsible 
for creating the Localized Software versions for use in each jurisdiction of 
the Territory, provided, however, that Licensee, as and when it deems 
necessary and at its option with the assistance of third parties, shall at 
its expense prepare natural language translations of English language terms 
in the user interfaces, commands, menus and pop-up screens displayed in 
Collection Software and deliver the same to Licensor in a format agreed upon 
by Parties. Licensee shall from time to time advise Licensor of legal terms 
to which the Collection Software is required to conform (or are advantageous) 
under the law of a particular jurisdiction. Licensor shall incorporate such 
translations and legal terms in the applicable Localized Software versions, 
and in addition, and without limitation, shall modify the programming code 
and make other modifications to the Collection Software (or the Localized 
Software versions) that are reasonably required to implement such 
translations or are otherwise reasonably necessary to enable Panel Members to 
successfully use the Collection Software in each of the jurisdictions in the 
Territory. Licensee shall reimburse Licensor for its direct costs in creating 
Localized Software. The schedule for creation and distribution of the 
Localized Software shall be decided upon pursuant to the Operating Agreement. 
Each version of Localized Software shall meet the functionality and quality 
standards of the then-current version of the English language version of the 
Collection Software. If either Party discovers or believes the Localized 
Software fails to meet the functionality and quality standards of the then 
current English language version of the Collection Software, Licensor shall 
correct such versions as necessary to meet or exceed such finality and 
quality standards. Upon delivery of such translations Licensee will assign 
its copyright in the translations to Licensor, and Licensor will immediately 
grant to Licensee a fully paid up, worldwide non-exclusive copyright license 
to Licensee to such translations with the right to sublicense.

         2.6  NOTICE OF PANEL MEMBER'S BREACH. Licensee shall promptly notify 
Licensor if Licensee becomes aware of any Panel Member's material breach of 
any provision under the governing Panel Member License Agreement. License 
further agrees to cooperate with Licensor in any legal action in the 
Territory reasonably necessary to prevent or stop unauthorized use, 
reproduction, public display, public performance, derivation or distribution 
of the Collection Software or any part thereof.

         2.7  RESERVATION OF RIGHTS. All rights not specifically granted to 
Licensee hereunder are reserved by Licensor, provided, however, that Licensee 
retains all of its Intellectual Property Rights in the ACNielsen Sampling 
Methodology.

         2.8  RESTRICTIONS.

             2.8.1  REVERSE ENGINEERING. Licensee shall not modify the 
Licensor Proprietary Software or disassemble, decompile, reverse engineer or 
otherwise attempt to derive source code from the Licensor Proprietary 
Software.

             2.8.2  EXPORT. Licensee acknowledges and agrees that it shall 
not import, export, or re-export the Licensor Proprietary Software and 
Documentation to any country in violation of the laws and regulations of any 
applicable jurisdiction. Licensee further agrees to defend, 

                                       6



indemnify, and hold Licensor harmless for any losses, costs, claims, or other 
liabilities arising out of Licensee's breach of this Section.

         2.9  DELIVERY. Licensor shall provide (by physical delivery or 
electronic transmission) Licensee: one (1) copy of the Initial Release of the 
Back End Software and Collection Software in computer readable form; one (1) 
copy each of the Documentation within thirty (30) days from the Effective 
Date of this Agreement; and one (1) copy of each Upgrade in computer readable 
form and one (1) copy of the new or revised version of the Documentation for 
each such Upgrade at the same time as or immediately after Licensor begins 
using the Upgrade. In the event of physical delivery, all shipments will be 
F.O.B. Licensor, and delivery will be deemed complete and risk of loss or 
damage to the Initial Release, Upgrade and Documentation will pass to 
Licensee upon delivery to the carrier.

         2.10  ACCEPTANCE. The Initial Release, Upgrades and Documentation 
will be deemed accepted by Licensee unless it gives notice to Licensor of 
non-conformity within seven (7) days of date of its receipt. The Parties 
agree that such acceptance shall not limit any of the remedies or rights 
otherwise provided to Licensee hereunder.

         2.11  REQUESTED DEVELOPMENTS.

              2.11.1  If, during the term of this Agreement, Licensee desires 
a particular new feature, enhancement or development to the Licensor 
Proprietary Software, it will notify Licensor in writing. In the event that 
Licensor is already in the process of developing or has committed to develop 
such Requested Development or a similar new feature or enhancement on its own 
or for a third party, Licensor will so notify Licensee in writing, within ten 
(10) days of receipt of Licensee's request, specifying the functionality and 
expected date of availability. In such event, Licensor shall be entitled, at 
its sole election, to either (i) receive such product release from Licensor 
free of additional charge promptly upon the specified availability date, or 
(ii) pay to Licensor a mutually agreeable fee for Licensor to develop such 
release by an earlier date. Under (ii) above and in all other cases, Licensor 
shall develop and incorporate Requested Developments as requested by Licensee 
under the terms and conditions contained in this Section. Licensor will use 
reasonable commercial efforts to provide the services as soon as practicable 
and no later than the completion dates set forth in mutually agreeable 
development project specifications. All features, enhancements developments 
and deliverables under development projects pursuant to Section 2.11.2 
accepted by Licensee shall be deemed part of the Licensor Proprietary 
Software.

              2.11.2  At Licensee's request, Licensor and Licensee may 
mutually agree to enter into one or more development projects to develop 
Requested Developments and execute an a Development Project form. Subject to 
the terms of this Agreement, Licensor will render the services set forth in 
the Development Project forms accepted by Licensee. Licensor agrees to 
schedule the development of any Requested Developments ahead of all 
development projects that have not been started prior to the mutual agreement 
of Licensor and Licensee on the terms and specifications of the Requested 
Development or such other reasonable timetable agreed to by Licensee. The 
Parties agree that development projects undertaken pursuant to this Agreement 
include, but are not limited to customization development projects in support 
of specific sales to 

                                       7



Licensee's customers which involve generally a limited amount of 
customization and technical services to meet the requirements of such 
customers.

              (a)  For each development project, a Development Project form 
         shall be prepared by Licensor and signed by Licensee and Licensor. 
         The Development Project Appendix shall contain the following terms 
         and conditions as applicable: (i) the features and specifications 
         for the particular development project; (ii) the non-recurring 
         engineering fees to be paid by Licensee for the particular 
         development project; and (iii) the milestones, anticipated schedule 
         and acceptance tests for the particular development.

              (b)  For each deliverable specified in the applicable Development
         Project form, Licensee shall have thirty (30) days (or such other terms
         as may be specified in the applicable Development Project form) from
         the date on which Licensor meets the delivery milestone, as contained
         in the particular Development Project form, to examine and test the
         deliverables to determine that the deliverable conforms to the
         acceptance test cited on the applicable Development Project form.
         Within such period, Licensee shall provide Licensor with written
         acceptance of the deliverable or a statement of errors to be corrected.
         The deliverables will be deemed to have been accepted by Licensee if
         Licensor does not receive such written acceptance or statement of
         errors within such thirty (30) day period. Licensor shall use
         reasonable commercial efforts to correct any such reproducible errors
         and redeliver the deliverables to Licensee and Licensee shall, within
         thirty (30) days of redelivery, provide Licensor with written
         acceptance or a statement of errors. Should the redelivered deliverable
         not conform to the relevant acceptance tests, Licensee shall elect one
         of the following remedies by giving Licensor a statement of errors
         within said thirty (30) day period: (a) to extend the correction period
         for a mutually agreeable time; (b) to revise the acceptance tests in a
         mutually agreeable manner with respect to the particular errors, or (c)
         to terminate the development of the rejected deliverable and obtain a
         refund in the amount of the development fees specified as payables
         under such circumstances according to the terms of the Development
         Project form.

         2.12  MEDIAMETRIE AGREEMENT. Licensee agrees that notwithstanding 
its exclusive license in the Territory, in the event that the Parties enter 
into an agreement with Mediametrie S.A. on substantially the terms described 
in the term sheet attached hereto as Exhibit H (the "Mediametrie Agreement"), 
Licensee shall waive its license rights in France for so long as the 
Mediametrie Agreement is in effect.

3. Compensation

         3.1  GUARANTEED COMMISSIONS. Licensee agrees to pay Licensor ten 
percent (10%) of Gross Revenues ("Commission") for a five (5) year period 
commencing upon the Effective Date as follows: Within thirty (30) days of the 
end of each Contract Quarter, Licensee shall pay Licensor the greater of (a) 
$375,000 or (b) ten percent (10%) of Gross Revenues due in such Contract 
Quarter until such time as the total of such payments equals $7.5 million. 
Thereafter, Licensee shall pay Licensor within thirty (30) days of the end of 
each Contract Quarter a payment equal to the difference between (a) ten 
percent (10%) of the cumulative Gross 

                                       8



Revenues to date and (b) total Commissions paid to date until such time as 
such payments equal $15 million. The Parties agree that the first Contract 
Quarter for which Commissions shall be due is the Contract Quarter beginning 
on October 1, 1999.

         3.2  MAINTENANCE FEES. Licensee shall pay Licensor an annual 
maintenance fee ("Maintenance Fee") as set forth in Exhibit E ("Fees").

         3.3  TAXES AND ASSESSMENTS.

             3.3.1  In addition to any other payments due under this 
Agreement, Licensee agrees to pay, indemnify and hold Licensor harmless from 
any sales, use, excise, import or export, value-added or similar tax or duty, 
and any other tax not based upon Licensor's net income, including any 
penalties and interest, and all government permit or license fees and all 
customs and similar fees, levied upon the use or distribution of the Licensor 
Proprietary Software which Licensor may incur in respect of this Agreement, 
and any costs associated with the collection or withholding of any of the 
foregoing items ("Taxes").

             3.3.2  If Licensee fails to pay any Taxes as of the original due 
date for such Taxes and Licensor receives any assessment or other notice 
(collectively the "Assessment") from any governmental taxing authority 
providing that such Taxes are due from Licensor, Licensor shall give Licensee 
written notice of the Assessment and Licensee shall pay to Licensor or the 
taxing authority the amount set forth as due in the Assessment within thirty 
(30) days of receipt of such written notice from Licensor.

         3.4  PAYMENT TERMS. The pricing for the reports for Subscribers 
shall be determined pursuant to the Operating Agreement. Licensee shall make 
all payments therefor in United States currency. Payments calculated in a 
non-U.S. currency shall be converted to U.S. currency on the last day of the 
Contract Quarter. Licensee shall convert Licensee shall pay Licensor the 
Commissions owed pursuant within thirty (30) days of the end of the Contract 
Quarter in which statements upon which such Commissions are due. The 
Maintenance Fee for each Contract Quarter shall be due and payable within 
thirty (30) days of the Contract Quarter. If for any reason payments owing to 
Licensor are not paid when due, then interest shall accrue on the unpaid 
balance at the rate of eighteen percent (18%) per annum or part thereof, 
beyond the due date, or the highest amount allowed by United States law, 
whichever is lower.

         3.5  REPORTING. In conjunction with the above Commission payment, 
Licensee shall submit to Licensor a clearly itemized royalty statement 
setting forth the amounts received from each Subscriber. Each royalty 
statement shall be signed and certified to be correct by the an officer of 
Licensee. The receipt by Licensor of any royalty statement or any Commission 
payment shall not bind Licensor as to the correctness of the statement or 
payment.

         3.6  ACCESS AND AUDIT. Licensor shall be entitled, annually during 
the term of this Agreement, and once within two (2) years after expiration or 
termination of this Agreement, to an independent audit of Licensee's books of 
account, records, cash receipts and other pertinent data, to determine 
Licensee's compliance with the payment obligations herein pursuant to Section 
5.3 of the Operating Agreement. If the audit shows that there is a deficiency 
in the payment of any royalty, the deficiency shall become immediately due 
and payable along with 

                                       9



interest thereon at the rate of one and a half percent (1 1/2%) per month or 
the highest rate allowed by law, whichever is lower, from the date on which 
the amount became due Licensor from Licensee.

4.  Territory; Internet Measurement Panel Establishment

         4.1  The Parties acknowledge that Licensee shall focus its efforts 
on the establishment of the Internet Measurement Panels in the thirty-three 
(33) countries set forth in Section 1 of Exhibit G hereto.

         4.2  With respect to each of the countries or regions set forth in 
Section 2 of Exhibit G, Licensee shall establish Internet Measurement Panels 
with the specified number of persons per panel by the end of the specified 
period covering such country or region. In the event that Licensee fails to 
establish an Internet Measurement Panel as contemplated by this Section 4.2, 
Licensor, at its option, may give written notice to Licensee of its intention 
to designate such country or each of the countries contained in the region as 
an Excluded Country. If Licensee fails to establish an Internet Measurement 
Panel with the specified number of persons within ninety (90) days of its 
receipt from Licensor of the aforementioned written notice, Licensor may then 
designate such country or each of the countries contained in the region as an 
Excluded Country.

         4.3  With respect to each of the countries set forth in Section 3 of 
Exhibit G, Licensee shall establish Internet Measurement Panels of a 
commercially reasonable size by the end of the specified period covering such 
country. In the event that Licensee fails to establish an Internet 
Measurement Panel in a commercially reasonable manner in any country as 
contemplated by this Section 4.3, Licensor, at its option, may give written 
notice to Licensee of its intention to designate such country as an Excluded 
Country. If Licensee fails to establish an Internet Measurement Panel in a 
commercially reasonable manner within ninety (90) days of its receipt from 
Licensor of the aforementioned written notice, Licensor may then designate 
such country as an Excluded Country.

         4.4  Commencing January 1, 2005, Licensor shall have the right to 
designate up to two countries per year not within the group of thirty three 
countries on Exhibit G for establishment of an Internet Measurement Panel; 
provided that Licensor must (i) notify Licensee in writing by June 30 of the 
prior year which countries it is designating, if any, for the upcoming year, 
and (ii) Licensor must establish to Licensee's reasonable satisfaction that 
any country it designates meets the Minimum Usage Threshold. In the event 
that Licensee fails to establish an Internet Measurement Panel in a 
commercially reasonable manner in a country designated pursuant to this 
Section 4.4, Licensor, at its option, may submit to Licensee in writing a 
proposal regarding the establishment of an Internet Measurement Panel in such 
country, which proposal shall specify the time period for providing Internet 
Service in such country and the minimum number of Panel Members for the 
Internet Measure Panel for such country. Licensee shall have sixty (60) 
Business Days from receipt of such proposal to elect to match the proposal by 
providing written notice to such effect to Licensor. In the event Licensee 
elects to match such proposal but fails to establish an Internet Measurement 
Panel in accordance with such proposal, Licensor, at its option, shall have 
the right to designate such country as an Excluded Country. If Licensee 
elects not to match the proposal, Licensor, at its option, may seek a third 
party to assist in 

                                      10



providing the Internet Service or provide the Internet Service itself in such 
country; provided that in the event Licensor or a third party develops a 
proposal which contemplates a longer lead time for establishment of an 
Internet Measurement Panel or a smaller panel size than the proposal Licensee 
had previously elected not to match, Licensor shall be obligated to deliver a 
copy of such new proposal to Licensee, which shall specify the time period 
for providing Internet Service in such country and the minimum number of 
Panel Members for such country, and Licensee shall have the right to match 
the new proposal within sixty (60) Business Days; provided further that if 
Licensee elects not to match the last received proposal, Licensor shall have 
the right to designate such country as an Excluded Country.

         4.5  MAINTENANCE CRITERIA. If Licensee has established an Internet 
Measurement Panel in a country and (i) fails to maintain the size of the 
Internet Measurement Panel set forth in Section 2 of Exhibit G in countries 
in which Internet Measurement Panels were established pursuant to Section 
4.2, or (ii) fails to maintain an Internet Measurement Panel of commercially 
reasonable size for those countries in which Internet Measurement Panels were 
established pursuant to Section 4.3 or 4.4, then Licensor may give Licensee 
ninety (90) days written notice (the "EC Notice Period") of its intention to 
designate such country as an Excluded Country. If Licensee fails to increase 
the size of the Internet Measurement Panel to its required size prior to the 
expiration of the EC Notice Period, Licensor may designate such country an 
Excluded Country.

         4.6  AMENDMENTS. The Internet Measurement Panel establishment 
requirements and maintenance provisions of this Section 4 may only be amended 
by the Operating Committee Approval (as such term is defined in the Operating 
Agreement).

5. [Intentionally Left Blank]

6. Business Panel Establishment

         Commencing January 1, 2002, Licensor shall have the right to designate
up to three countries per year for establishment of Business Panels, subject to
the following restriction:

         6.1  Licensor can only designate countries in which Home Panels have 
already been established and operating for at least one year;

         6.2  Licensor must notify Licensee no later than June 30 of the year 
prior which countries it is designating, if any, for the upcoming year;

         6.3  To the extent that Licensee unilaterally establishes a Business 
Panel in a country in which a Home Panel has already been established, the 
number of countries in which Licensor can designate in that same year shall 
be reduced accordingly. For example, assume Licensor designates three 
countries for establishment of Business Panels in 2003. If Licensee provides 
written to Licensor prior to January 1, 2003 of Licensee's intention to 
unilaterally establish Business Panels in one country in 2003 which has not 
been designated by Licensor in accordance with this Section, then Licensor's 
right to designate countries under this Section shall be reduced to two (and 
shall be limited to two of the countries originally designated); and

                                      11



         6.4  In the event that Licensee fails to establish a Business Panel 
in a commercially reasonable manner in a country designated pursuant to this 
Section 6.1, Licensor, at its option, may submit to Licensee in writing a 
proposal regarding the establishment of a Business Panel in such country, 
which proposal shall specify the time period for establishing a Business 
Panel in such country and the minimum number of Panel Members for such 
country. Licensee shall have thirty (30) Business Days from receipt of such 
proposal to elect to match the proposal by providing written notice to such 
effect to Licensor. In the event Licensee elects to match such proposal but 
fails to establish a Business Panel in accordance with such proposal, 
Licensor, at its option, shall have the right to designate such country as an 
Excluded Country solely with respect to Business Panels. If Licensee elects 
not to match the proposal, Licensor, at its option, may seek a third party to 
assist in establishing a Business Panel in such country; provided that in the 
event Licensor or a third party develops a proposal which is different than 
the proposal Licensee had previously elected not to match, Licensor shall be 
obligated to deliver a copy of such new proposal to Licensee, which shall 
specify the time period for establishing the Business Panel in such country 
and the minimum number of Panel Members for such country, and Licensee shall 
have the right to match the new proposal; provided further that if Licensee 
elects not to match the last received proposal, and such proposal is not 
executed pursuant to its terms, Licensor shall not have the right to 
designate such country as an Excluded Country with respect to Business Panels.

7.  Proprietary Rights Notices

         Ownership Title and ownership of all Intellectual Property Rights in
the Licensor Proprietary Software will at all times remain the property of
Licensor. Licensee agrees not to remove or obliterate any copyright, trademark
or proprietary rights notices of Licensor or Licensor's Suppliers from the
Licensor Proprietary Software or Documentation. Licensee further agrees to
reproduce all such notices found in the Initial Release, including but not
limited to those specified in Exhibit C ("Trademarks"), on all copies of the
Licensor Proprietary Software and Documentation.

         7.1  SUPPORT AND MAINTENANCE. During any period for which Licensee 
has purchased maintenance and support services, Licensor shall provide to 
Licensee the Maintenance and Support Services as set forth in Exhibit F 
("Support and Maintenance").

8. Representations and Warranties of Licensor

         8.1  Licensor represents and warrants to Licensee that the 
statements contained in this Section 8 are true, correct and complete as of 
the Effective Date, provided, however, that the statements set forth in 
Section 8.3 will be true, correct and complete with respect to any Upgrade 
only upon the date of the release of such Upgrade.

         8.2  Licensor has the right to grant Licensee, free of liens, 
claims, encumbrances and other restrictions, the rights set forth in Section 
2.1 in each jurisdiction in the Territory and the rights set forth in Section 
2.2 pursuant to the terms hereof.

         8.3  Licensor warrants to Licensee that (a) the Initial Release of 
the Collection Software shall perform substantially in accordance with the 
specifications and 

                                      12



Documentation related to the Collection Software delivered to Licensee on the 
Effective Date or within sixty (60) days thereof; (b) that the Upgrades to 
the Collection Software shall perform substantially in accordance with the 
Specifications and Documentation related to such Upgrade to the Collection 
Software; (c) that the Initial Release of the Back End Software shall perform 
substantially in accordance with the specifications and Documentation related 
to the Back End Software delivered to Licensee on the Effective Date or 
within sixty (60) days thereof; and (d) that the Upgrades to the Back End 
Software performs substantially in accordance with the specifications and 
Documentation related to such Upgrade to the Back End Software. Licensee 
agrees to report to Licensor in a form and with supporting documentation any 
failure to meet the warranty. Licensor shall use the efforts set forth in 
Exhibit F for errors which are reproducible by Licensor ("Errors"). Licensee 
shall assist Licensor in verifying, diagnosing and correcting Errors. A 
breach of this Section 8.3 within sixty (60) days of the Effective Date shall 
be a material breach under Section 14.0.2.

         8.4  Each of the Licensor Proprietary Software, Licensor Know-How 
and Documentation, and each part thereof, does not infringe or violate any 
copyright, trade secret or know-how any third party and no claims that the 
Licensor Proprietary Software, Licensor Know-How and Documentation violate 
the copyrights, trade secrets or know-how of a Third Party are pending or 
have been asserted or threatened as of the Effective Date.

         8.5  To the best knowledge of Licensor, the Licensor Proprietary 
Software and Licensor Know-How does not infringe the patent of any Third 
Party issued on or before the Effective Date, and that to the best of the 
knowledge of Licensor, no claims that the Licensor Proprietary Software or 
the Licensor Know-How infringe the patent rights of a third party are pending 
or have been asserted or are threatened as of the Effective Date.

         8.6  To the best of Licensor's knowledge, Licensor has all necessary 
rights to enter into this Agreement without violating any other agreement or 
commitment to which it is subject, provided, however, that this 
representation does not increase the scope of the representation in Section 
8.5 by making any representations regarding unasserted patent claims by third 
parties.

         8.7  To the best of Licensor's knowledge, the Licensor Proprietary 
Software does not contain, nor will contain upon delivery Harmful Code, as 
that term is defined below. "Harmful Code" shall mean any computer 
programming code which is constructed with the intent to and which does, 
damage, interfere with or otherwise improperly affect other computer 
programs, data files or hardware without the knowledge or consent of the 
computer user. "Harmful Code" includes, but is not limited to, 
self-replicating and self-propagating program instructions commonly referred 
to as "viruses" or "worms."

         8.8  The Licensor Proprietary Software will be able to accurately 
process data (including but not limited to, calculating, comparing, and 
sequencing, from and into and between, the twentieth and twenty-first 
centuries, including leap year calculations), without diminution in function 
or performance, to the extent that any third party hardware and/or software 
that the user of the Collection Software uses in conjunction with the 
Licensor Proprietary Software exchanges data accurately with the Licensor 
Proprietary Software.

                                      13



         8.9  The obligations set forth in Exhibit F and the provisions of 
Sections 9 and 14.0.4 are the sole and exclusive remedies for breach of 
Sections 8.1- 8.8 inclusive. EXCEPT AS PROVIDED IN SECTION 8, LICENSOR 
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF 
THIRD PARTY RIGHTS.

9. Indemnification

         9.1  INDEMNIFICATION.

             9.1.1  Licensor hereby agrees, at its expense, to defend, 
indemnify and hold harmless Licensee and its Affiliates from and against any 
and all claims, losses, damages, expenses, liabilities and costs (including 
reasonable attorneys' fees) ("Claim" or "Claims") brought against any of them 
by one or more Panel Members arising out of the provision of technical 
support services by Licensor for the Collection Software or the performance 
of the Collection Software by any Panel Member, including, without 
limitation, any Claims that the Collection Software as properly connected 
thereto damaged or otherwise harmed that computers or any other computer or 
computer hardware when properly used (except to the extent that such damages 
are caused by a Panel Member's failure to follow technical support guidelines 
or instructions established by Licensor and communicated to Licensee with 
respect to the Collection Software or errors by Licensee or its Affiliates or 
other problems introduced as part of the reproduction or distribution of the 
Collection Software by Licensee or its Affiliates) or resulting from a breach 
or alleged breach of Section 8.7.

             9.1.2  Licensor agrees, at its expense, to defend, indemnify and 
hold harmless Licensee and its Affiliates from and against any and all claims 
resulting from (a) a breach or alleged breach of the warranty set forth in 
Section 8.4 in any country in the world and (b) a Claim alleging of patent 
infringement or alleging patent infringement in North America and in any 
country in the Territory. Licensor's obligations under Sections 9.1.1 and 
9.1.2 are conditioned upon the terms and conditions below:

                   (a)  Licensee shall give Licensor prompt notice, in 
         writing, of the claim.

                   (b)  Licensee shall grant Licensor exclusive control over 
         its defense and settlement, provided that Licensee at its expense 
         may select counsel to participate on its behalf in the action and 
         shall have the right to approve in advance all settlements in the 
         event of a proposed settlement.

                   (c)  Licensee provides reasonable information and 
         assistance  to Licensor, at Licensor's expense, in the defense of 
         such claim.

                   (d)  Licensor may, at no cost to Licensee, (i) obtain for 
         Licensee the right to continue to use the Licensor Proprietary 
         Software, Licensor Know-How and Documentation pursuant to the terms 
         hereof if available upon reasonable commercial terms, (ii) modify 
         the Licensor Proprietary Software, Licensor Know-How and 
         Documentation so as to remove the cause of the Claim and render the 
         Licensor 

                                      14



         Proprietary Software, Licensor Know-How and Documentation (provided 
         that Licensor's modification will not materially affect the 
         performance of the Licensor Proprietary Software), or (iii) replace 
         the Licensor Proprietary Software, Licensor Know-How and 
         Documentation with an equally suitable, non-infringing 
         substitutions, which will have substantially the same function as 
         the provisions of this Agreement.

             9.1.3  EXCEPTIONS. Licensor's obligations under this Section are 
not applicable to the Licensor Proprietary Software or portions thereof:

                   (a)  that are modified by Licensee or third parties after 
         shipment by Licensor;

                   (b)  that are combined with other products, processes or
         materials where the alleged infringement relates to such combination;
         or

                   (c)  where Licensee continues such alleged infringing 
         activity after being notified thereof or after being informed of 
         modifications that would have avoided the alleged infringement.

         9.2  NOTICE OF ACTION. In the event that any such Claims in Section 
9.1 actions or demands are made against either Party for the Licensor 
Proprietary Software, Licensee will promptly furnish to Licensor copies of 
any and all documents (inclusive of all correspondence and pleadings other 
than attorney-client communications) pertaining thereto. Licensee will also 
keep Licensor continuously and fully informed in a timely manner as to the 
status of the same and will provide copies of any additional documents 
pertaining thereto.

         9.3  SECTIONS 9 AND 14 STATE LICENSEE'S SOLE AND EXCLUSIVE REMEDY 
WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF 
ANY KIND AND IS IN LIEU OF ALL OTHER WARRANTIES OF NON-INFRINGEMENT, EXPRESS 
OR IMPLIED.

         9.4  Licensee Indemnification Obligation.

             9.4.1  Licensee hereby agrees, at its expense, to defend, 
indemnify and hold harmless Licensor from and against any claims arising out 
of performance by Licensee of the ACN Panel Maintenance Service; technical 
support services and performance of the Collection Software hereunder, except 
to the extent that Licensor is responsible for any such losses and damages 
pursuant to Section 9.1; and a Claim by a Third Party that the ACNielsen 
Sampling Methodology as used in connection with the Internet Services in the 
Territory infringes the copyright, trade secrets or know-how of any Third 
Party. Licensee is not liable for any claims of infringement of Third Party 
intellectual property rights by the Collection Software. Licensor's 
obligations under this Section are conditioned upon the terms and conditions 
set forth below:

                   (a)  Licensor shall give Licensee prompt notice, in 
         writing, of the claim. 

                                      15



                   (b)  Licensor shall grant Licensee exclusive control over 
         its defense and settlement, provided that Licensor may participate 
         in such action at Licensor's own expense.

                   (c)  Licensor provides reasonable information and 
         assistance to Licensee, at Licensee's expense, in the defense of 
         such claim.

         9.5  NOTICE OF ACTION. In the event that any such Claims are made 
pursuant to Section 9.4, Licensor will promptly furnish to Licensee copies of 
any and all documents (inclusive of all correspondence and pleadings other 
than attorney-client communications) pertaining thereto. Licensor will also 
keep Licensee continuously and fully informed in a timely manner as to the 
status of the same and will provide copies of any additional documents 
pertaining thereto.

10.  Confidentiality

         10.1  CONFIDENTIAL INFORMATION. For the purposes of this Agreement, 
"Confidential Information" shall mean any information delivered by one Party 
to another which the receiving party ("Receiving Party") knows or has reason 
to know is considered confidential by disclosing party ("Disclosing Party"). 
Without limiting the foregoing, the ACNielsen Sampling Methodology and the 
specifications for the Back-End Software and Documentation that is not 
intended for use by Panel Members shall be deemed Confidential Information. 
The Receiving Party agrees to take precautions to prevent any unauthorized 
disclosure or use of Confidential Information of the Disclosing Party 
consistent with precautions used to protect the Receiving Party's own 
confidential information, but in no event less than reasonable care. Except 
as provided below, Licensee agrees to treat the Confidential Information as 
confidential and shall not disclose the Confidential Information to any 
person or Entity without the Disclosing Party's prior written consent. The 
Receiving Party may only disclose the Confidential Information to its 
Affiliates, employees and agents who reasonably require access to such 
Confidential Information to perform obligations under this Agreement. The 
Receiving Party shall take all appropriate steps to ensure that its employees 
and contractors who are permitted access to the Confidential Information of 
the Disclosing Party agree to act in accordance with the obligations of 
confidentiality imposed by this Agreement. Should any Party be faced with 
legal action to disclose Confidential Information under this Agreement, the 
Receiving Party shall promptly notify the Disclosing Party and upon the 
Disclosing Party's request, shall reasonably cooperate with the Disclosing 
Party in contesting such disclosures. The obligations imposed by this Section 
shall survive any termination of this Agreement.

         10.2  NON-CONFIDENTIAL INFORMATION. The obligations set forth in 
Section 10.1 shall not apply to any particular portion of any Confidential 
Information to the extent that: (i) now or subsequently becomes generally 
known or available through no act or omission of Receiving Party; (ii) was or 
is known at the time of receipt of same from Disclosing Party; (iii) is 
provided by the Disclosing Party to a third party without restriction on 
disclosure; (iv) is subsequently rightfully provided to Receiving Party by a 
third party without restriction on disclosure; or (v) is independently 
developed by Receiving Party and as can be demonstrated from Receiving 
Party's business records and documentation, provided the person or persons 
developing same had not 

                                      16



had access to the Confidential Information of the Disclosing Party prior to 
such independent development.

11. Liability

         11.1  WAIVER OF CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO A 
BREACH OF SECTION 10, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY 
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR STATUTORY DAMAGES RELATED TO 
ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, EVEN IF A PARTY IS 
INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE.

         11.2  LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO AMOUNTS 
PAYABLE UNDER SECTIONS 9.1.2 AND 10, NO PARTY'S LIABILITY TO THE OTHER UNDER 
THIS AGREEMENT SHALL EXCEED THE AMOUNTS ACTUALLY PAID TO LICENSOR BY LICENSEE 
UNDER THIS AGREEMENT, PROVIDED HOWEVER, THAT THE CAP ON LICENSOR'S 
INDEMNIFICATION OBLIGATION PURSUANT TO 9.1.2(b) SHALL BE THE TOTAL 
COMMISSIONS PAID BUT IN NO EVENT LESS THAN $7.5 million OR GREATER THAN $15 
million.

12. Dispute Resolution

         Disputes arising out of this Agreement shall be governed by Article
XIII of the Operating Agreement.

13. Term

         The Term of this Agreement shall begin on the Effective Date and shall
continue unless and until terminated pursuant to Section 14.

14. Termination. This Agreement may be terminated as follows:

                  14.0.1  by the mutual written consent of the Parties; or

                  14.0.2  by either Party upon a breach of any provision of 
this Agreement by the other Party, which breach remains uncured for sixty 
(60) days after written notice thereof to such other Party, and as a result 
of which breach the non-breaching Party will be unable to substantially 
realize the benefits that it would have realized from this Agreement and the 
Other Agreements absent such breach; or

                  14.0.3  by either Party upon the happening of any event 
under an Other Agreement that, pursuant to the terms of such Other Agreement, 
gives rise to the right of such Party to terminate such Other Agreement, 
provided, that if the Party entitled to terminate this Agreement pursuant to 
this Section 14.0.3 does so, it shall also terminate the Other Agreement(s) 
giving rise to its right under this Section 14.0.3.

                                      17



                  14.0.4  by Licensee

                          (a) if that Licensor is unable to satisfactorily 
         correct a Critical Error and/or Significant Error (as such terms are 
         defined pursuant to Section 1.3 of Exhibit F) that materially 
         impairs significant functionality of the Licensor Proprietary 
         Software within six (6) months, provided, however, that Licensee 
         shall not have the right to terminate if Licensor can reinstate the 
         previous version of the Licensor Proprietary Software (which shall 
         be at Licensor's expense) and that version does not manifest a 
         Critical Error or Significant Error at the time of reinstatement;

                        (b) if remedies provided in Section 9.1.2(d) are
         insufficient to provide Licensee with the right to continue using any
         part of the Licensor Proprietary Software subject to a Claim of patent
         infringement or alleged patent infringement, provided that Licensee
         shall not have the right to terminate if to the extent that Licensor is
         able to avoid infringement or alleged infringement of the patent rights
         of a Third Party by (a) having Licensee revert to the prior version of
         a part of the Licensor Proprietary Software, Licensee agrees to do so
         at Licensor's expense, provided that no material degradation in the
         Internet Services will result, and/or (b) by having the use of Back End
         Software or the conduct of Internet Services relocated to a different
         jurisdiction, Licensee agrees to do so at Licensor's expense to the
         extent reasonably feasible, provided that no material degradation
         Internet Services will result; and

                        (c) provided further that Licensee's right to terminate
         pursuant to the foregoing subsections (a) and/or (b) shall not limit
         Licensee's rights and remedies otherwise available in this Agreement or
         at law.

                                      18



                  14.0.5  by either Party if the other Party:

                          (a)  makes an assignment for the benefit of 
         creditors;

                          (b)  admits in writing its inability to pay its 
         debts as they become due;

                          (c)  distributes to its creditors any composition, 
         extension or similar kind of agreement which purpose is to reach an 
         out of court settlement with its creditors;

                          (d)  causes or consents to the appointment of a 
         receiver, trustee, liquidator or similar officer for all or any 
         material portion of its property;

                          (e)  files in any court, pursuant to any statute of 
         the United States or any state, any petition in any bankruptcy, 
         reorganization, composition, extension, arrangement or insolvency 
         proceeding;

                          (f)  shall be dissolved or fails to maintain its 
         corporate existence;

                          (g)  has its ability to conduct business suspended 
         or terminated;

                          (h)  becomes insolvent;

                          (i)  makes or consents to a notice of intended bulk 
         transfer of its assets;

                          (j)  convenes a meeting of creditors to restructure 
         its debts;

                          (k)  takes any corporate or other action for the 
         purpose of effectuating any of the foregoing.

                          (l)  if any petition is filed against the other 
         Party in any court, pursuant to any statute of the United States or 
         any state, any bankruptcy, reorganization, composition, extension, 
         arrangement or insolvency proceeding, and such court either:

                          (m)  enters an order for relief;

                              (i)   approves the petition;

                              (ii)  assumes jurisdiction of the subject matter,
                                    or

                              (iii) fails to dismiss such proceeding within 
                                    45 days after the institution thereof.

                          (n)  if any proceeding, a receiver, trustee, 
         liquidator or similar officer is appointed to administer and/or 
         liquidate all or any portion of the property of the other Party and 
         such appointment is not vacated or set aside within 45 days after 
         the appointment of such receiver, trustee, liquidator or similar 
         officer.

         14.2 EFFECT OF TERMINATION. In the event of any termination of this
Agreement, each Party shall be entitled to the remedies provided under Section
7.2 of the Operating Agreement, to 




the rights and remedies afforded pursuant to Section 365(n) of the Bankruptcy 
Code, and to any and all other legal and equitable remedies to which such 
party may be entitled under the law. Upon the termination or expiration of 
this Agreement, Licensee shall terminate further use and distribution of the 
Collection Software, cease use of the Back End Software and, return or 
destroy all copies of the Back End Software and Collection Software to 
Licensor. The Parties agree, however, that the licenses granted to Panel 
Members to use the Collection Software shall remain in effect according to 
their terms.

         14.3  SURVIVAL. The defined terms contained herein and the rights 
and obligations in the following Sections shall survive any termination of 
this Agreement: 3 ("Compensation"), 8 ("Representations and Warranties of 
Licensor"), 9 ("Indemnification"), 10 ("Confidentiality"), 11 ("Liability"), 
12 ("Dispute Resolution"), 14 ("Termination"), 15 ("Applicability of 
Bankruptcy Code"), and 16 ("General Provisions").

15. Applicability of Bankruptcy Code

         15.1  The Parties intend and agree that (a) the rights granted under 
Licensor's patented copyrights hereunder and in the Other Agreements are 
individually, and in the aggregate deemed to be "intellectual property" as 
that term is defined in Section 101 of the United States Bankruptcy Code, as 
in effect as of the date hereof ("Bankruptcy Code"); and (b) the provisions 
of Section 365(n) of the Bankruptcy Code shall be applicable to the rights 
and obligations of the Parties upon the occurrence of one or more of the 
events set forth in Section 14.0.5.

16. General Provisions

         16.1  ALLOCATION OF RISK. The Sections on limitation of liability, 
limitation of warranties and limited warranties allocate the risks of this 
Agreement between the Parties. This allocation is reflected in the pricing of 
the license fees and is an essential element of the basis of the bargain 
between the Parties.

         16.2  AMENDMENT. This Agreement may be amended or supplemented only 
by a writing that is signed by duly authorized representatives of both 
parties.

         16.3  ASSIGNMENT. Licensor may assign this Agreement to any person 
to who it transfers all or substantially all of its rights in the Licensor 
Proprietary Software. Except as provided in the preceding sentence, neither 
Party may assign, voluntarily, by operation of law, or otherwise, any rights 
or delegate any duties under this Agreement (other than the right to receive 
payments) without the other party's prior written consent. Any attempt to do 
so without that consent will be void. This Agreement will bind and inure to 
the benefit of the parties and their representative successors and permitted 
assigns.

         16.4  CHANGE OF CONTROL. The sale, assignment, transfer, pledge 
hypothecation, mortgage or disposal, whether by will, gift, operation of law 
(including, but not limited to, by merger or consolidation) or otherwise, as 
well as the encumbrance ("Transfer") of all or any part of the shares of 
Licensee ("Shares") owned by ACN which results in a Change of Control (as 
defined below) shall be a material breach of this Agreement. For purposes of 
the preceding sentence, each of the following shall constitute a Change of 
Control: (a) any merger or consolidation with a Direct Competitor (as defined 
below) involving (i) the Licensee or ACN, 

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(ii) any entity directly or indirectly controlled by ACN that owns Shares; 
(b) a Transfer to a Direct Competitor in one or more transactions, by (i) ACN 
of beneficial ownership of shares representing either fifty percent (50%) or 
more of the combined voting power of the then outstanding voting securities 
of Licensee or the right to elect a majority of the board of directors or 
governing body, as the case may be, of Licensee, or (ii) ACN of beneficial 
ownership of securities of any entity owning the Shares directly or 
indirectly controlled by ACN representing either 50% or more of the combined 
voting power of the then outstanding voting securities of such entity or the 
right to elect a majority of the board of directors or governing body, as the 
case may be, of such entity. Direct Competitor is an entity whose primary 
business is any of the following (i) the tracking or measuring audience, 
advertising and viewing activities on the Internet, (ii) providing licenses 
of such data, or (iii) providing consulting services based on such data.

         16.5  CHOICE OF LAW. This Agreement will be governed by and 
construed in accordance with the laws of the United States and the State of 
California as applied to agreements entered into and to be performed entirely 
within California between California residents. The Parties agree that the 
United Nations Convention on Contracts for the International Sale of Goods 
(1980) is specifically excluded from application to this Agreement.

         16.6  COMPLIANCE WITH LAWS/FOREIGN CORRUPT PRACTICES ACT. Licensee 
agrees at all times to comply with applicable laws and regulations in its 
performance of this Agreement, including, without limitation, the provisions 
of the United States' Foreign Corrupt Practices Act ("FCPA"). Licensee will 
indemnify, defend and hold harmless Licensor and its respective officers, 
agents and employees from and against any and all losses, costs, claims and 
other liabilities arising out of, relating to or resulting from Licensee's 
failure to comply with the provisions of applicable laws or the FCPA.

         16.7  COUNTERPARTS. This Agreement may be executed simultaneously in 
two or more counterparts, each of which will be deemed an original, but all 
of which together will constitute one and the same instrument.

         16.8  ENTIRE AGREEMENT. Except for the Operating Agreement, this 
Agreement, including all exhibits to this Agreement, constitutes the entire 
agreement between the Parties relating to this subject matter and supersedes 
all prior or simultaneous representations, discussions, negotiations and 
agreements, whether written or oral. The headings and captions are inserted 
for convenience of reference only and do not constitute a part of or modify 
any of the terms of this Agreement.

         16.9  FORCE MAJEURE. Neither party will be liable for any failure or 
delay in performance under this Agreement which might be due, in whole or in 
part, directly or indirectly, to any contingency, delay, failure, or cause 
of, any nature beyond the reasonable control of such party, including, 
without in any way limiting the generality of the foregoing, fire, explosion, 
earthquake, storm, flood or other weather, unavailability of necessary 
utilities or raw materials, strike, lockout, unavailability of components, 
activities of a combination of workmen or other labor difficulties, war, 
insurrection, riot, act of God or the public enemy, law, act, order, export 
control regulation, proclamation, decree, regulation, ordinance, or 
instructions of Government or other public authorities, or judgment or decree 
of a court of competent jurisdiction (not arising 

                                      21



out of breach by such party of this Agreement). In the event of the happening 
of such a cause, the party whose performance is so affected will give prompt 
written notice to the other party, stating the period of time the same is 
expected to continue.

         16.10  LICENSEE'S GOVERNMENTAL APPROVAL OBLIGATIONS. Except as 
provided in the Operating Agreement, Licensee shall, at its own expense, 
obtain and arrange for the maintenance in full force and effect of all 
governmental approvals, consents, licenses, authorizations, declarations, 
filings, and registrations as may be necessary or advisable for the 
performance of all the terms and conditions of this Agreement including, but 
not limited to, distribution approval, foreign exchange approvals, import and 
export licenses and all approvals which may be required to realize the 
purpose of this Agreement.

         16.11  NOTICES, ETC. All notices and other communications hereunder 
shall be deemed given if given in writing and delivered by hand, prepaid 
express or courier delivery service or by facsimile transmission or mailed by 
registered or certified mail (return receipt requested), facsimile or postage 
fees prepaid, to the Party to receive the same at the respective addresses 
set forth below (or at such other address as may from time to time be 
designated by such Party in accordance with this SECTION 14.10):

               (a)        If to Licensee:

                          ACNielsen eRatings.com 177 Broad Street Stamford, 
                          Connecticut 06901 Telephone:  (203) 961-3320 
                          Facsimile:  (203) 961-3179 Attention:  General 
                          Counsel

               (b)        If to Licensor:

                          NetRatings, Inc. 830 Hillview Court Milpitas, 
                          California 95035 Telephone:  (408)957-0699  
                          Facsimile:  (408) 957-0487 Attention:  Jack Lazar, 
                          Chief Financial Officer

                          With copies to:

                          Mark Radcliffe, Esq.
                          Gray, Cary, Ware & Freidenrich
                          400 Hamilton Avenue
                          Palo Alto, CA  94301
                          Telephone: (650) 328-6561 Facsimile: (650) 327-3699


         All such notices and communications hereunder shall for all purposes of
this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or
seventy-two (72) hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
postage prepaid as aforesaid.

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         16.12  RELATIONSHIP OF PARTIES. The Parties to this Agreement are 
independent contractors. Neither Party has the authority to bind the other or 
to incur any obligation on its behalf.

         16.13  SEVERABILITY. If any part of this Agreement is found invalid 
or unenforceable, that part will be amended to achieve as nearly as possible 
the same economic effect as the original provision and the remainder of this 
Agreement will remain in full force.

         16.14  WAIVER. No term or provision hereof will be considered waived 
by either party, and no breach excused by either party, unless such waiver or 
consent is in writing signed by both parties. No consent by either party to, 
or waiver of, a breach by either party, whether express or implied, will 
constitute a consent to, waiver of, or excuse of any other, different, or 
subsequent breach by either party.

         16.15  CALENDAR DAYS. The references to "days" herein are to be 
calendar days unless expressly designated as "business days".

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first set forth above.

                                     NETRATINGS, INC.



                                     By:
                                        -------------------------------------

                                     Title:
                                           ----------------------------------

                                     Date:
                                          -----------------------------------

                                    ACNIELSEN ERATINGS.COM



                                    -----------------------------------------

                                    Title: 
                                           ----------------------------------

                                    Date: 
                                          -----------------------------------

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