Operating Agreement - NetRatings Inc. and Nielsen Media Research Inc.

                                OPERATING AGREEMENT
                                          
                                          
                                          
                                      between
                                          
                                  NETRATINGS, INC.
                                          
                                        AND
                                          
                            NIELSEN MEDIA RESEARCH, INC.
                                          
                                          
                                          
                                          
                                          
                                    Dated as of
                                          
                                  August 15, 1999
                                          


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



                                  TABLE OF CONTENTS


                                                                                 PAGE

                                                                              
ARTICLE I Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.1   "Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.2   "Ancillary Agreements". . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.3   "Applicable Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.4   "Approved Internet Service" . . . . . . . . . . . . . . . . . . . . . . .1
     1.5   "Business Panel". . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.6   "Collection Software" . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.7   "Documentation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.8   "Entity". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.9   "Engineering Budget". . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.10  "Fiscal Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.11  "GAAP". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.12  "Household Panel" . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.13  "Intellectual Property Rights". . . . . . . . . . . . . . . . . . . . . .2
     1.14  "Internet Measurement Panel". . . . . . . . . . . . . . . . . . . . . . .2
     1.15  "Internet Service". . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.16  "License Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.17  "Net Customer Billings" . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.18  "Net SA Revenues" . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.19  "NMR Budget Approval Items" . . . . . . . . . . . . . . . . . . . . . . .3
     1.20  "NMR Sampling Methodology". . . . . . . . . . . . . . . . . . . . . . . .3
     1.21  "NMR Web Tracking Technologies" . . . . . . . . . . . . . . . . . . . . .3
     1.22  "NMR Trademarks". . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.23  "North America" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.24  "NRI Trademarks". . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.25  "NRI Proprietary Software". . . . . . . . . . . . . . . . . . . . . . . .3
     1.26  "NRI Web Tracking Technologies" . . . . . . . . . . . . . . . . . . . . .3
     1.27  "Operating Committee" . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.28  "Operating Committee Approval" and "Approved by the Operating
           Committee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.29  "Panel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.30  "Panel Maintenance Agreement" shall mean the Panel Maintenance
           Agreement attached as Exhibit I hereto. . . . . . . . . . . . . . . . . .4
     1.31  "Panel Maintenance Charges" . . . . . . . . . . . . . . . . . . . . . . .4
     1.32  "Panel Member". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.33  "Person". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.34  "Product Release" . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.35  "Proposed Budget" . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.36  "Specifications". . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.37  "Targeted Expenditures" . . . . . . . . . . . . . . . . . . . . . . . . .4



     1.38  "Third Party" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     1.39  "Third-Party Software". . . . . . . . . . . . . . . . . . . . . . . . . .5
     1.40  "Updates" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     1.41  "Upgrade Release" . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     1.42  "Version Release" . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE II Operation of the Internet Service . . . . . . . . . . . . . . . . . . . .5
     2.1   Internet Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     2.2   Marketing; Pricing. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     2.3   Targeted Expenditures.. . . . . . . . . . . . . . . . . . . . . . . . . .6
     2.4   Panel Logistics.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     2.5   Strategic Alliances.. . . . . . . . . . . . . . . . . . . . . . . . . . .8
     2.6   Product Strategies. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     2.7   Product Quality Control.. . . . . . . . . . . . . . . . . . . . . . . . .9
     2.8   Staffing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     2.9   Site Inspections. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     2.10  Other Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE III Operating Committee. . . . . . . . . . . . . . . . . . . . . . . . . . 11
     3.1   Operating Committee.. . . . . . . . . . . . . . . . . . . . . . . . . . 11
     3.2   Annual Budgets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV Technology Ownership Rights . . . . . . . . . . . . . . . . . . . . . . 13
     4.1   NRI Ownership Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 13
     4.2   NMR Ownership Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V Net Customer Billings. . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.1   Payment Percentages.. . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.2   Payments to NMR.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.3   Right of Inspection.. . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI Trademarks; Licenses. . . . . . . . . . . . . . . . . . . . . . . . . . 16
     6.1   Trademarks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     6.2   Acknowledgment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     7.1   Termination.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     7.2   Effect of Termination.. . . . . . . . . . . . . . . . . . . . . . . . . 19
     7.3   Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VIII Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . 21
     8.1   General Dispute Principles. . . . . . . . . . . . . . . . . . . . . . . 21
     8.2   Arbitration of Other Disputes.. . . . . . . . . . . . . . . . . . . . . 21

ARTICLE IX Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     9.1   Confidential Information. . . . . . . . . . . . . . . . . . . . . . . . 23


                                       2


     9.2   Non-Confidential Information. . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE X Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     10.1  Governing Law.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     10.2  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . 24
     10.3  Entire Agreement; Amendment.. . . . . . . . . . . . . . . . . . . . . . 24
     10.4  Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     10.5  Delays or Omissions.. . . . . . . . . . . . . . . . . . . . . . . . . . 26
     10.6  Publicity.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     10.7  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     10.8  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     10.9  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     10.10 Titles and Subtitles. . . . . . . . . . . . . . . . . . . . . . . . . . 27




Exhibit A  Licensed NRI Technology Specifications
Exhibit B  License Agreement
Exhibit C  Panel Member License Agreement
Exhibit D  Operating Committee
Exhibit E  Technology Companies, Marketers, Web Sites and Web-only Agencies for
           which NMR has Marketing Responsibilities
Exhibit F  Trademarks
Exhibit G  Computer Languages
Exhibit H  Competitors of NMR
Exhibit I  Approved Strategic Alliance Partners
Exhibit J  Panel Maintenance Agreement
Exhibit K  Third Party Software


                                       3


                                 OPERATING AGREEMENT

       This Operating Agreement (this "Agreement") is made as of August 15, 1999
(the "Effective Date"), between NetRatings, Inc., a Delaware corporation with a
place of business at 830 Hillview Court, Milpitas, California 95035 ("NRI"), and
Nielsen Media Research, Inc., a Delaware corporation with its principal place of
business at 299 Park Avenue, New York, New York 10171 (individually, "NMR" and,
collectively with NRI, the "Parties").

                                 B A C K G R O U N D

       NMR and NRI wish to cooperate in the development, marketing, sale and
distribution of a new data collection, processing, storage, analysis and
reporting service to measure Internet usage.

       Simultaneously with the execution and delivery of this Agreement, NMR and
NRI are entering into a Series C Stock Purchase Agreement pursuant to which,
among other things, NMR has become an investor in NRI (the "Investment
Agreement").

       In consideration of these premises, and of the mutual promises and
conditions contained in this Agreement, NMR and NRI hereby agree as follows:

                                     ARTICLE I
                                          
                                    DEFINITIONS

       For the purposes of this Agreement, the following terms shall have the
meanings indicated.

       1.1    "AFFILIATE" shall mean a Person that controls, is controlled by or
is under common control with another Person.  For purposes of this Agreement,
"control" shall mean direct or indirect ownership of more than 50% of the voting
interest or income interest in an Entity, or such other relationship as, in
fact, constitutes actual control.

       1.2    "ANCILLARY AGREEMENTS" shall mean, collectively, the License
Agreement and the Panel Maintenance Agreement.


       1.3    "APPLICABLE LAWS" shall mean all foreign, federal, state and local
laws, statutes, rules and regulations which have been enacted by a governmental
authority and are in force as of the Effective Date or which are enacted by a
governmental authority and come into force during the term of this Agreement, in
each case to the extent that the same are applicable to the performance by the
Parties of their respective obligations under this Agreement.

       1.4    "APPROVED INTERNET SERVICE" shall mean the Internet Service
approved for marketing and provision under the NMR Trademarks.  




       1.5    "BUSINESS PANEL" shall have the meaning set forth in Section 2.6
below.

       1.6    "COLLECTION SOFTWARE" shall mean NRI Proprietary Software which is
installed on a Panel Member's computer to gather data about such Panel Member's
Internet usage activities.

       1.7    "DOCUMENTATION" shall mean all digital or printed documents, flow
charts, design specifications, and any other information reasonably necessary to
use and modify the NRI Proprietary Software, including any amendments and
modifications thereto, whether presently existing or created hereafter by or for
NRI during the term of this Agreement.

       1.8    "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.

       1.9    "ENGINEERING BUDGET" shall mean the projected expenditures of the
NRI engineering group for Internet Services related to:  (i) software product
development and maintenance activities, (ii) panel collection software support
and maintenance activities and (iii) hardware and licensed software support and
maintenance activities.  No portion of the Engineering Budget shall include any
expenditures for Panel Maintenance Charges.

       1.10   "FISCAL YEAR" shall mean NRI's fiscal year.

       1.11   "GAAP" shall mean generally accepted accounting principles as in
effect from time to time in the United States of America.

       1.12   "HOUSEHOLD PANEL" shall mean the Panel comprised of the initial
group of Panel Members identified by NMR on behalf of NRI consisting initially
of approximately 5,000 households selected by NMR through the NMR Sampling
Methodology.  

       1.13   "INTELLECTUAL PROPERTY RIGHTS" shall mean all worldwide right,
title and interest of a Person in, to and under any and all:  (i) 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; (ii) copyrights; and (iii) trade secrets, know-how, processes,
methods, engineering data and technical information.

       1.14   "INTERNET MEASUREMENT PANEL" shall mean (i) the Household Panel,
(ii) the Business Panel (iii) any future Panel developed by or for the Parties
for purposes of monitoring, measuring, analyzing and reporting on Internet
activities in North America using the NMR Trademarks and the NRI Trademarks and
(iv) such other Panels in North America as the Parties may mutually agree in
writing.

       1.15   "INTERNET SERVICE" shall mean and include NRI's existing and
future business of developing, marketing and selling market research and other
services which collect, monitor, track, measure, store, report and analyze data
relating to worldwide activities on the Internet.


                                       2


       1.16   "LICENSE AGREEMENT" shall mean the Software License Agreement in
the form attached as Exhibit B hereto.

       1.17   "NET CUSTOMER BILLINGS" shall have the meaning set forth in
Section 5.1.

       1.18   "NET SA REVENUES" shall mean the gross amount of revenues received
from a strategic alliance partner to the Party managing the relationship for the
provision of Internet Service.

       1.19   "NMR BUDGET APPROVAL ITEMS" shall have the meaning set forth in
Section 3.2.

       1.20   "NMR SAMPLING METHODOLOGY" shall mean NMR'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 NMR, including all existing and further
derivatives thereof.  NMR Sampling Methodology shall not include any analytical
and statistical methodologies, sampling methodologies and related methods
independently developed by NRI without use  of  the NMR Sampling Methodology
which shall be NRI Web Tracking Technologies.  

       1.21   "NMR WEB TRACKING TECHNOLOGIES" shall have the meaning set forth
in Section 2.10(c) below.

       1.22   "NMR TRADEMARKS" shall mean the trademarks, logos and trade names
of NMR listed on Exhibit F.

       1.23   "NORTH AMERICA" shall mean and include the United States and
Canada.

       1.24   "NRI TRADEMARKS" shall mean the trademarks, logos and trade names
of NRI listed on Exhibit F.

       1.25   "NRI PROPRIETARY SOFTWARE" shall mean all computer software
programs owned by NRI as of the Effective Date, as listed on Exhibit A, or at
any time during the term of this Agreement, and all Updates thereto, for
providing the Approved Internet Service.  Subject to Section 4.1(c) below, NRI
Proprietary Software expressly excludes any software that NRI licenses from
Third Parties for use with the NRI Proprietary Software ("Third-Party
Software").

       1.26   "NRI WEB TRACKING TECHNOLOGIES" shall have the meaning set forth
in Section 2.10(b) below.

       1.27   "OPERATING COMMITTEE" shall have the meaning set forth in
Section 3.1(a).

       1.28   "OPERATING COMMITTEE APPROVAL" AND "APPROVED BY THE OPERATING
COMMITTEE" shall have the meaning set forth in Section 3.1(e) below.


                                       3


       1.29   "PANEL" shall mean any group of households or Persons 
identified and selected in accordance with specified criteria for purposes of 
generating data to measure specified activities which is developed under this 
Agreement and marketed using the NRI Trademarks and the NMR Trademarks.

       1.30   "PANEL MAINTENANCE AGREEMENT" shall mean the Panel Maintenance 
Agreement attached as Exhibit J hereto.

       1.31   "PANEL MAINTENANCE CHARGES" shall mean amounts charged to NRI 
in support of the development, enhancement, construction, operation and 
administration of any Internet Measurement Panel, including fees payable to 
NMR or any Third Party in connection therewith, in each case in accordance 
with the quality control standards set forth in Section 2.7 below or, if 
applicable, in the Panel Maintenance Agreement.

       1.32   "PANEL MEMBER" shall mean households, Persons or other 
participants comprising any Internet Measurement Panel, whether such Panel is 
developed by or for either Party, which participants are provided with the 
Collection Software for individual use (and not for distribution, 
remarketing, timesharing or service bureau use) in connection with the 
Approved Internet Service in accordance with the terms of the Panel Member 
License Agreement set forth in EXHIBIT C.

       1.33   "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.

       1.34   "PRODUCT RELEASE" shall mean a release of a major modification 
of the NRI Proprietary Software, which is designated by NRI in its sole 
discretion as a change in the digit(s) to the left of the first decimal point 
in version number [(x).xx] of such software.  Examples of a Product Release 
may include a complete system rearchitecture, the addition of major 
functionality or an interface re-design.

       1.35   "PROPOSED BUDGET" shall have the meaning set forth in Section 
3.2 below. 
       
       1.36   "SPECIFICATIONS" shall mean the functional and operational 
parameters of the various components of the NRI Proprietary Software as 
described in EXHIBIT A.

       1.37   "TARGETED EXPENDITURES" shall mean expenditures of NRI devoted 
to modifications, updates, enhancements and improvements to the Internet 
Service (or any component elements thereof) for the purpose of maintaining or 
improving the Internet Service.  "Targeted Expenditures" shall include, 
without limitation, expenditures necessary for (i) ensuring that the NRI 
Proprietary Software conforms in all material respects with the requirements 
of the Approved Internet Service, including, without limitation, the 
Specifications in respect of the NRI Proprietary Software as described in 
Exhibit A, as updated from time to time, (ii) preparing Updates thereto and 
(iii) ensuring compliance with the quality control standards and procedures 
described in Section 2.7 and in the Panel Maintenance Agreement with respect 
to Internet 

                                       4


Measurement Panels; provided, however, that Panel Maintenance Charges shall 
be excluded from "Targeted Expenditures" for all purposes hereunder.

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

       1.39   "THIRD-PARTY SOFTWARE" shall have the meaning set forth in the 
definition of "NRI Proprietary Software" above.

       1.40    "UPDATES" shall mean upgrades, updates, corrections or 
modifications to the NRI Proprietary Software made by NRI, whether such 
upgrades, updates, corrections or modifications are characterized as Upgrade 
Releases, Version Releases, Product Releases or otherwise.

       1.41   "UPGRADE RELEASE" shall mean a release of the NRI Proprietary 
Software which is designated by NRI in its sole discretion as a change in the 
digit(s) to the right of the tenths digit(s) in version number [x.x(x)] of 
such software.  Examples of an Upgrade Release may include bug fixes, 
cosmetic changes to the interface or partial support for integration with 
third parties.

       1.42   "VERSION RELEASE" shall mean a release of the NRI Proprietary 
Software which is designated by NRI in its sole discretion as a change in the 
tenths digit in version number [x.(x)x] of such software.  Examples of a 
Version Release may include minor changes in functionality, full support for 
integration with third parties, user demanded functionality changes, minor 
changes in the interface or support for new platforms.
                                       
                                   ARTICLE II     
                                          
                         OPERATION OF THE INTERNET SERVICE

       2.1    INTERNET SERVICE. The Parties acknowledge and agree that 
the initial focus of the Approved Internet Service will be on measuring 
Internet activities of participants in the Household Panel and designing and 
testing the Business Panel described in Section 2.6(a) below which is 
currently under development.

       2.2    MARKETING; PRICING; STANDARD CONTRACTS.   

              (a)    NRI shall undertake, at its sole cost and expense, all
marketing and sales activities with respect to the Approved Internet Service,
subject to the rights and duties allocated to NMR pursuant to the provisions of
this Agreement.  Notwithstanding the foregoing, NMR shall have primary
responsibility, at its sole cost and expense, for marketing products and
services of the Approved Internet Service which are marketed and sold using the
NMR Trademarks and the NRI Trademarks to customers in the following categories,
in each case to the extent that such customers are located in North America: 
(i) traditional media customers, consisting of television, radio and other media
customers (including broadcast networks, local 

                                       5


TV stations, superstations, cable networks, cable systems, syndicators and 
television program producers); (ii) advertising agencies (including 
television advertising customers of such agencies which are then current and 
active NMR customers), interactive agencies and media buyers; (iii) the 
technology companies, marketers, web sites and web-only agencies listed on 
EXHIBIT E hereto; and (iv) such other customers as may be determined by the 
Operating Committee.  With respect to sales to customers located outside 
North America, it is the intention of the Parties that, for any country or 
territory in which a strategic alliance has been entered into as provided in 
Section 2.5 below, the strategic alliance partner appointed for such country 
or territory shall have primary responsibility for all marketing and sales 
activities within such country or territory.  It is the further intention of 
the Parties that, to the extent possible, agreements entered into with 
strategic alliance partners will provide that all Internet usage data 
generated by such partners shall be in a format that is compatible with the 
data storage and management systems of each of the Parties and such Internet 
usage data shall be used by the Parties solely for sales to such Party's 
customers in North America.

              (b)    The Operating Committee will determine all pricing and 
rate card matters with respect to the Approved Internet Service, including, 
without limitation, any discounts, rebates and other concessions offered to 
customers. The Parties will coordinate their marketing and selling efforts so 
as to maintain consistent pricing policies and practices among the different 
customers for which marketing responsibilities have been allocated hereunder. 

              (c)    For contracts entered into after thirty (30) days after 
the Effective Date or extended after such date with end users of the Internet 
Usage Data to which NRI is not a signatory, NMR agrees to use NRI's standard 
form agreement for its own customers, which may change from time to time (NRI 
is responsible for providing NMR with any modifications of its standard 
customer agreement) or an agreement drafted by NMR which is reasonably 
acceptable to NRI; provided, however, that NRI shall be a third party 
beneficiary of such customer agreement.  Without permission of NRI, which 
shall not be unreasonably withheld, NMR shall not amend the provisions of 
such customer contracts which deal with scope of data use, indemnity, 
limitations of liability or impose economic or other obligations on NRI.  NRI 
shall provide to NMR copies of all executed customer contracts not previously 
provided to NRI at least once a month.

       2.3    TARGETED EXPENDITURES.  NRI agrees that the proposed amount 
of Targeted Expenditures reflected in the Proposed Budget submitted to the 
Operating Committee in connection with each Proposed Budget shall represent 
not less than 50% of the Engineering Budget of NRI for the Fiscal Year 
covered by such Proposed Budget; provided, however, that NRI shall have the 
right to submit a Proposed Budget with a lower percentage allocated to any 
NMR Budget Approval Items which are approved by the Board of Directors in 
accordance with Section 3.2 to be implemented in full.  Targeted Expenditures 
if such decrease is Approved by the Operating Committee in response to a 
change in market conditions occurring prior to the due date for such Proposed 
Budget.  NRI shall cause all expenditures allocated to Targeted Expenditures. 
 NMR's sole and exclusive remedy for any non-willful breach of the obligation 
contained in the preceding sentence shall be to require NRI (through an 
injunction or similar action or otherwise) to spend fifty percent (50%) of 
its Engineering Budget (but no less than 50% 

                                       6


of such Engineering Budget) on Targeted Expenditures; provided however that 
one half of all  costs and expenses incurred by NMR in enforcing such 
obligation of NRI if NMR prevails (including, without limitation, reasonable 
attorney fees) shall be reimbursed by NRI.

       2.4    PANEL LOGISTICS.     

              (a)    NMR has heretofore developed the Household Panel on 
behalf of NRI utilizing the NMR Sampling Methodology, and NRI hereby accepts 
delivery of such Household Panel for use in connection with the Approved 
Internet Service and agrees that such Household Panel complies with all 
specifications requested by NRI with respect thereto.  Simultaneously with 
the execution and delivery of this Agreement, NRI has paid the amount of 
$2,500,000 for Maintenance Services provided through June 30, 1999 (subject 
to revision by NMR in respect of fees for Maintenance Services rendered in 
June 1999 within thirty (30) days of the Effective Date) to NMR in 
immediately available funds, representing (i) that portion of the costs 
incurred by NMR in connection with the development of the Household Panel 
which NRI has agreed to reimburse to NMR, plus (ii) all Panel Maintenance 
Charges incurred by NMR with respect to the Household Panel through the 
Effective Date.  Effective upon NMR's receipt of such payment, NMR shall 
transfer all right, title and interest worldwide in and to the Household 
Panel to NRI, subject to NMR's continued ownership of the NMR Sampling 
Methodology. 

              (b)    Simultaneously with the execution and delivery of this 
Agreement, the Parties shall enter into the Panel Maintenance Agreement.  As 
further provided in the Panel Maintenance Agreement, NMR shall have 
responsibility for the maintenance of the Household Panel during the term of 
such Agreement.  All Panel Maintenance Charges shall be reimbursed by NRI to 
NMR in accordance with the terms of the Panel Maintenance Agreement.

              (c)    The Operating Committee shall consider (i) all updates, 
modifications or other changes which are proposed to be made by either Party 
to the Household Panel and (ii) the matters described in Section 2.7(b) for 
all future Internet Measurement Panels which are proposed to be developed by 
either Party for use in connection with the Approved Internet Service, all of 
which matters shall be subject to Operating Committee Approval (subject, 
however, to the casting (I.E., controlling) vote granted in favor of NMR 
pursuant to Section 3.1(e) below); provided, however, that if such proposed 
service does not become part of the Approved Internet Service, the service 
shall not be governed by the Operating Committee.

              (d)    It is the intention of the Parties that all products and 
services offered by NRI as part of the Internet Service in North America 
shall be marketed and sold under the NRI Trademarks and, if consented to by 
NMR as hereinafter provided, the NMR Trademarks.  The services of developing, 
marketing and selling audience measurement and e-commerce strategies using 
information derived from the Household Panel and Business Panel shall be 
deemed approved as part of the Approved Internet Service.  NMR's 
representatives on the Operating Committee shall be informed of all products 
and services which NRI proposes to offer as part of the Internet Service in 
North America.  Prior to the marketing and sale of any such product or 
service, NMR shall advise NRI in writing whether or not it consents to the 
use of the NMR Trademarks in connection therewith. The Parties' use of the 
NMR Trademarks and the NRI 

                                       7


Trademarks in connection with the Approved Internet Service shall be governed 
by the provisions of Article VI below.  

       2.5    STRATEGIC ALLIANCES.

              (a)    Each Party shall have the right to propose to the Board 
of Directors of NRI, through such Party's representatives on the Operating 
Committee, the establishment of strategic alliances with Third Parties to 
assist in the marketing and development of the Approved Internet Service.  
The Operating Committee shall meet within thirty (30) days of the Effective 
Date to discuss the strategy for extending the Internet Service to countries 
outside of North America.  NRI will consult with the Operating Committee from 
time to time on the terms of strategic alliances in order to take advantage 
of the experience of the members of the Operating Committee in such matters. 
However, the management of NRI shall be responsible for selecting, 
negotiating and operating such strategic alliances. Notwithstanding the 
foregoing, any proposed strategic alliance which involves the Approved 
Internet Service with any of the Persons listed in EXHIBIT H hereto shall 
require the approval of NMR (expressed through its representatives on the 
Operating Committee) prior to the submission of such proposed strategic 
alliance to the Board of Directors of NRI.  NMR shall have the right to make 
additions to EXHIBIT H from time to time to reflect additional Persons that 
become competitive with NMR subject to approval by NRI in writing. EXHIBIT I 
hereto shall include the list of Approved Strategic Alliance Partners. The 
Operating Committee at the suggestion of either Party shall have the right to 
make additions to the list of Approved Strategic Alliance Partners on EXHIBIT I 
from time to time to reflect additional potential strategic alliance 
partners which approval shall not be unreasonably withheld.  NMR shall have 
the right to request deletions from EXHIBIT I from time to time to reflect 
its disapproval of any of the Persons set forth thereon subject to prior 
approval by NRI in writing.  NRI may negotiate and enter into strategic 
alliances (whether by license, joint venture or other means) with the 
Approved Strategic Alliance Partners without approval from the Operating 
Committee or NMR.  For a company which is not an Approved Strategic Alliance 
Partner, NRI must obtain the approval of the Operating Committee. 

              (b)    If NRI desires to have NMR, and NMR agrees to, manage 
the strategic alliance, Net SA Revenues derived from any such strategic 
alliance shall be split with NRI on a 50-50 basis.

       2.6    PRODUCT STRATEGIES. BUSINESS PANEL.  NMR acknowledges that NRI 
is developing a business panel as part of its Approved Internet Service (the 
"Business Panel").

              (b)    MONITOR PLUS; AEM.  It is the intention of the Parties 
to expand into the area of North American advertising expenditure measurement 
for the Internet.  Subject to the other terms of this Section, such 
advertising measurement data, when available for commercial introduction, 
will be marketed and sold in North America in conjunction with NMR's Monitor 
Plus service under the NMR Trademarks and the NRI Trademarks and not in 
conjunction with any other Third Party product or service; provided, however, 
that NRI may itself market and distribute such advertising expenditure 
measurement data to its customers, but not in conjunction with any other 
Third Party product or service. The Parties shall agree in good faith upon 
annual 

                                       8


sales goals for such NMR's Monitor Plus service within one year of the 
Effective Date and each calendar year thereafter.  If NMR fails to 
consistently meet such sales goals, NRI may market and sell the advertising 
expenditure data relating to such service in conjunction with other Third 
Parties and, under appropriate agreed upon circumstances, may terminate NMR's 
rights to distibute such data.  The Net Customer Billings derived from such 
advertising service in North America shall be allocated as follows:  60% to 
NMR and 40% to NRI, provided that such allocation shall be reconsidered by 
the Parties in good faith based upon the Parties' actual experience in 
marketing, selling and distributing such expanded advertising service.

       2.7    PRODUCT QUALITY CONTROL.

              (a)    DATA PROCESSING AND REPORTS. 

                     (i)    All data obtained by NRI which is marketed using 
the NMR Trademarks and the NRI Trademarks from Panel Members shall be 
collected, processed, stored and analyzed, and all reports and analyses 
supplied to customers of the Approved Internet Service shall be prepared, by 
NRI in accordance with edit rules, protocols, analytical methodologies and 
quality control standards established from time to time by Operating 
Committee Approval. 

                     (ii)   The Parties shall cooperate to ensure that the 
quality control standards Approved by the Operating Committee are maintained 
with respect to all aspects of the Approved Internet Service.

              (b)    PANELS.  The selection, maintenance and updating of all 
Internet Measurement Panels used in connection with the Approved Internet 
Service shall be effected in compliance with the NMR Sampling Methodology, as 
applied by the Operating Committee from time to time; provided, however, that 
NMR shall have a casting (I.E., controlling) vote with respect to all matters 
relating to the Internet Measurement Panels used in connection with this 
Agreement, including, without limitation, the methodology for the 
identification and selection of participants in such Panels, the maintenance 
of such Panels, the establishment and application of specifications for such 
Panels and the implementation of any material change or modification to such 
specifications.  

       2.8    STAFFING.  Each Party shall have and maintain such personnel 
(including, without limitation, computer programmers, engineers and technical 
personnel) as are sufficient to carry out its responsibilities under this 
Agreement.

       2.9    SITE INSPECTIONS.  Each of the Parties (and its 
representatives) shall have the right to visit and inspect the research, 
development, manufacturing, distribution and data collection, storage and 
management facilities of the other Party at its own expense in order to 
verify the other Party's compliance with the terms and conditions of this 
Agreement and to ensure compliance with quality control standards established 
by the Operating Committee and by Third Party accrediting agencies or similar 
authorities.  Each Party shall have the right to conduct such inspections at 
least twice per calendar year or more frequently as may be required to comply 
with accrediting agency audit standards.  All such visits shall occur at 
mutually convenient times and 

                                       9


dates during normal business hours and will be carried out in such a way as 
to not unreasonably disrupt the operations of the Party being inspected.  All 
information obtained by the inspecting Party during such visits shall be 
subject to the confidentiality requirements of this Agreement.

       2.10   OTHER TECHNOLOGIES.

              (a)    The Parties do not intend to conduct any joint 
technology development activities with each other; rather, the Parties intend 
to retain the right to continue to develop their respective proprietary 
technologies relating to Internet measurement independently from each other, 
subject only to the remaining provisions of this Section 2.10.

              (b)    Except for the rights set forth in this Agreement, the 
License Agreement or any other Ancillary Agreement relating to the Approved 
Internet Service, NMR is not acquiring any license or other rights in the NRI 
Proprietary Software or in any other software or proprietary technologies 
owned or licensed by NRI as of the date of this Agreement or as may be 
developed or acquired by NRI during the term of this Agreement in the field 
of Internet measurement applications (collectively, the "NRI Web Tracking 
Technologies"), and NRI shall retain the unrestricted right to develop and 
exploit the NRI Proprietary Software and such NRI Web Tracking Technologies 
for its own use and account, subject only to the provisions of this 
Agreement, the License Agreement or any other Ancillary Agreement with 
respect to NMR's rights to use the NRI Proprietary Software in connection 
with the Approved Internet Service.

              (c)    NRI hereby acknowledges and agrees that NMR has 
developed, and will continue to develop, certain proprietary technologies in 
the field of Internet tracking and measurement and related applications 
through a variety of methods, including personal computers on a stand-alone 
basis, television and other "convergence" platforms and other devices and 
methodologies (collectively, the "NMR Web Tracking Technologies"), certain of 
which are listed in EXHIBIT G hereto.  NRI is not acquiring any license or 
other rights in any NMR Web Tracking Technologies owned or licensed by NMR as 
of the date of this Agreement or as may be developed or acquired by NMR 
during the term of this Agreement, and NMR shall retain the unrestricted 
right to develop and exploit all such NMR Web Tracking Technologies for its 
own use and account.

              (d)    The Parties may discuss with each other the possibility 
of granting cross-licenses with respect to each other's web tracking 
technologies during the term of this Agreement under such licensing 
arrangements (including provisions governing the payment of royalties) as may 
be mutually agreed by the Parties; provided, however, that neither Party 
shall be under any obligation to enter into any such cross-licenses, or to 
grant any rights in its proprietary technologies to the other Party, and 
neither Party shall have any liability or obligation to the other Party (or 
to the shareholders or other Affiliates of the other Party or any other 
Person) for its failure or refusal to grant any such cross-licenses or rights 
to the other Party or to make any other opportunity or right available to the 
other Party, all of which claims are hereby irrevocably waived by the Parties.

                                       10


                                   ARTICLE III    
                                       
                               OPERATING COMMITTEE
                                       
       3.1    OPERATING COMMITTEE. The Parties shall form an operating 
committee (the "Operating Committee") to coordinate the activities of the 
Parties under this Agreement.  The Operating Committee will be comprised of 
four members, two of whom shall be representatives of NMR and two of whom 
shall be representatives of NRI, provided that the representatives of each 
Party shall cast a single vote on behalf of such Party.  A quorum shall 
consist of the attendance, in person, by video conference or by conference 
telephone call, of at least one representative of each Party authorized to 
cast the vote of that Party on issues that come before the Operating 
Committee.  Each Party shall use reasonable efforts to assure that its 
representatives so authorized to act on its behalf are present for all 
meetings of the Operating Committee.

              (b)    The initial members of the Operating Committee are 
identified on EXHIBIT D hereto.  Notwithstanding the foregoing, each Party's 
representatives shall serve at the discretion of such Party and may be 
substituted for or replaced at any time by such Party upon written notice to 
the other Party.

              (c)    The Operating Committee shall hold meetings in person, 
by video conference or by conference telephone call at least monthly during 
the first year of this Agreement, and at least quarterly thereafter (or as 
may be otherwise agreed by the Parties).  In case of need, either Party may 
convene a meeting at the offices of the other Party on at least 20 days' 
prior written notice or such shorter period as the other Party may agree.  
Where practicable, the proposed agenda for each meeting of the Operating 
Committee shall be circulated prior to the meeting.  All proceedings of the 
Operating Committee shall be summarized in written minutes to be prepared 
jointly by the members of the Operating Committee, and such minutes shall be 
sent regularly to all members for their signatures.  The procedures 
established in respect of the Operating Committee may be amended upon 
Operating Committee Approval.

              (d)    The responsibilities of the Operating Committee shall 
consist of the following matters:  

                     (i)    the quarterly status review of business and 
marketing plans for NRI's development of the Approved Internet Service; 

                     (ii)   the consideration of Proposed Budgets and the 
approval of the NMR Budget Approval Items by NMR's representative on the 
Operating Committee, as further provided in Section 3.2;

                     (iii)  the establishment of standards for the use of 
each Party's trademarks as provided in Article VI; and

                                      11


                     (iv)   all matters described in Article II as being subject
to Operating Committee Approval.

              (e)    All matters to be considered by the Operating Committee 
shall be submitted to the members of the Operating Committee in the form of 
proposed actions by the proposing Party.  Only those proposed actions which 
receive the affirmative vote of each Party's representatives on the Operating 
Committee, voting in the manner specified in Section 3.1(a) above (I.E., 
unanimous approval), shall be deemed to have received "Operating Committee 
Approval" for purposes of this Agreement.  Any matter which has received such 
favorable vote shall be deemed to have been "Approved by the Operating 
Committee."  Notwithstanding the foregoing, if a deadlock exists (I.E., 
unanimous approval of each Party's members has not been obtained), NRI and 
NMR, respectively, shall be granted a special casting (I.E., controlling) 
vote with respect to the following matters:

                     NRI    --     Resolution of any dispute arising under
                                   Section 2.2(a)(iv) with respect to the
                                   allocation of marketing responsibilities for
                                   any customer for products or services to be
                                   provided using the NMR Trademarks and the NRI
                                   Trademarks (such casting vote to be exercised
                                   upon the recommendation of the Vice
                                   President-Sales of NRI).
                            --     Resolution of any dispute relating to the
                                   size of the Household Panel or any other
                                   Internet Measurement Panel (such casting vote
                                   to be exercised by the Chief Executive
                                   Officer of NRI).
                     NMR    --     All functions described in Sections 2.4(c)
                                   and 2.7(b) above relating to the Internet
                                   Measurement Panels, except as to the size
                                   thereof.
                            --     Approval of any NMR Budget Approval Items.

              (f)    In the event that a deadlock exists for any matter which 
is not subject to the special tie-breaking procedures described in Section 
3.1(e) above, and such deadlock continues for a period of 15 days after the 
date on which the matter is first submitted to the Operating Committee, the 
matter shall be referred to the chief executive officers of NRI and NMR for 
resolution.  The chief executive officers shall meet within thirty (30) days 
of such notice.  If the deadlock continues for fifteen (15) days after such 
meeting, the matter shall not be deemed to be Approved by the Operating 
Committee and neither Party shall have any liability or obligation to the 
other Party for any failure or refusal to approve any such matter submitted 
to the Operating Committee.  For the avoidance of doubt, neither Party shall 
have the right to invoke the arbitration procedures in Article IX with 
respect to any such deadlock. 

       3.2    ANNUAL BUDGETS.  Commencing with Fiscal Year 2000, NRI shall 
prepare and submit to the Operating Committee a proposed budget for the 
operation and maintenance of the Approved Internet Service for the following 
Fiscal Year (a "Proposed Budget").  The Proposed Budget shall include, among 
other things, NRI's proposal for (i) Targeted Expenditures (subject 

                                      12


to the obligations of NRI under Section 2.3); (ii) Panel Maintenance Charges 
(except as provided in the Panel Maintenance Agreement); (iii) NMR's portion 
of the projected marketing and sales activities for NMR and projected Net 
Customer Billings in respect of customers for which NMR has been allocated 
primary responsibility hereunder (collectively, the "NMR Budget Approval 
Items"). Commencing with Fiscal Year 2000, each Proposed Budget and each NMR 
Budget Approval Item shall be delivered to the members of the Operating 
Committee at least 20 days prior to the meeting of the Board of Directors at 
which such Proposed Budget will be considered and in any event not more than 
60 days after the start of the Fiscal Year to which it relates for 
consideration at the next meeting of the Operating Committee.  Prior to the 
submission of any Proposed Budget to the Board of Directors of NRI, NMR shall 
have the right to approve (or disapprove) (through its representatives on the 
Operating Committee) each of the NMR Budget Approval Items.  If the Board of 
Directors of NRI disapproves any NMR Budget Approval Item which has 
previously been approved by NMR, such item shall be referred back to NMR for 
further consideration in light of the reasons given for the Board of 
Directors' disapproval, and such revised item will not be implemented until 
so approved by NMR.  For the avoidance of doubt, NRI acknowledges and agrees 
that NMR shall have the right to disapprove any NMR Budget Approval Item 
which fails to provide adequate support for the quality control standards 
contemplated under Section 2.7.

                                   ARTICLE IV     
                                       
                           TECHNOLOGY OWNERSHIP RIGHTS

       4.1    NRI OWNERSHIP RIGHTS. The Parties acknowledge and agree that, 
as between NRI and NMR, all right, title and interest (including, without 
limitation, all Intellectual Property Rights) in and to the NRI Proprietary 
Software and the NRI Web Tracking Technologies shall be and remain vested in 
NRI, subject, however, in the case of the NRI Proprietary Software, to the 
license rights granted to NMR under the License Agreement.

              (b)    NRI represents and warrants to NMR that all Third-Party 
Software which is currently used in connection with the NRI Proprietary 
Software is readily available to NMR through normal commercial channels.  A 
list of all such Third-Party Software is set forth on EXHIBIT K hereto.  The 
foregoing representation and warranty is true and correct as of the Effective 
Date and, subject only to Section 4.1(c) below, shall remain true and correct 
throughout the term of this Agreement and the License Agreement.

              (c)    If NRI proposes to acquire license or other rights in 
any Third-Party Software which would cause the foregoing representation and 
warranty not to be true and correct, it shall provide written notice to NMR.  
In such event, NRI shall use reasonable efforts to obtain, for the benefit of 
NMR, license or other rights in such Third-Party Software which are 
substantially similar (in terms of scope of rights granted and royalties, if 
any, payable therefor) to the rights of NRI in such software; provided, 
however, that NMR shall be responsible for any royalty or other amounts which 
are payable solely with respect to any rights which are licensed in favor of 
NMR (and which are accepted by NMR).  NMR shall pay NRI the reasonable 
out-of-

                                      13


pocket costs and expenses related to such negotiations to the extent such 
expenses are incurred seeking to obtain rights on behalf of NMR.

       4.2    NMR OWNERSHIP RIGHTS. The Parties acknowledge and agree that, 
as between NRI and NMR, all right, title and interest (including, without 
limitation, all Intellectual Property Rights) in and to the NMR Web Tracking 
Technologies and the NMR Sampling Methodology shall be and remain vested in 
NMR.

              (b)    NMR shall provide NRI and its authorized personnel 
(including consultants) with access to the NMR Sampling Methodology, for 
their internal use only, to the limited extent necessary to enable NRI to 
work with NMR in the development of new or modified Internet Measurement 
Panels in the manner contemplated under Section 2.4(c).  NRI's access and use 
rights with respect to the NMR Sampling Methodology shall not apply to any 
panels of NRI that do not constitute Internet Measurement Panels or to any 
other aspects of the Internet Service other than the Approved Internet 
Service.

              (c)    NRI acknowledges and agrees that the NMR Sampling 
Methodology constitute valuable trade secrets of NMR and that the limited use 
and access rights granted to NRI hereunder shall not be construed as a 
publication thereof or otherwise be deemed to affect the confidential or 
trade secret nature of such technology.  NRI shall not (and shall ensure that 
its employees do not) (i) download, decompile, reverse engineer, disassemble 
or otherwise copy the NMR Sampling Methodology; (ii) resell, rent, lease, 
loan, sublicense or otherwise distribute or dispose of, or permit or allow 
the distribution or disposal of, or create derivative works based in whole or 
in part upon, the NMR Sampling Methodology; (iii) otherwise disclose or 
permit the use of or access to the NMR Sampling Methodology to or by any 
other Person; (iv) modify, adapt or translate the NMR Sampling Methodology; 
or (v) remove any proprietary or copyright legend from any portion of the NMR 
Sampling Methodology.  All right, title and interest in the Internet usage 
data obtained from the Internet Measurement Panels will be owned by NRI, 
subject to the rights of NMR to store, access, sell, distribute and use such 
Internet usage data to market the Approved Internet Service in accordance 
with Section 2.2 above.

              (d)    NRI shall take all reasonable steps necessary to ensure 
that its employees, consultants, strategic alliance partners, subcontractors 
and agents comply with the restrictions set forth in Section 4.2(c) above (to 
the extent that they have been provided access to the NMR Sampling 
Methodology), which shall include, at a minimum, making NMR a third-party 
beneficiary of all confidentiality covenants entered into between NRI and any 
such Persons who obtain access to the NMR Sampling Methodology from NRI.  In 
any event, NRI shall be responsible for any breach of the foregoing by its 
employees. 

                                   ARTICLE V       
                                       
                             NET CUSTOMER BILLINGS



                                      14


       5.1    PAYMENT PERCENTAGES.  Except as otherwise provided in this 
Agreement, all Net Customer Billings derived from the marketing, sale and 
distribution of the Approved Internet Service shall be allocated to the 
Parties in the following respective payment percentages:  (i) NMR -- 35%, and 
(ii) NRI -- 65%.  As used herein, the term "Net Customer Billings" shall mean 
the gross amount billed to each customer of the Approved Internet Service 
located in North America for which marketing responsibility is allocated to 
NMR hereunder, as reflected in invoices issued by NRI to such customer, 
whether pursuant to contracts with such customers or otherwise, less only 
sales, excise or value added taxes included in such invoice to the extent 
separately reflected thereon.  Except as provided above for Net Customer 
Billings, NRI shall be entitled to 100% of all amounts billed to customers of 
the Approved Internet Service.

       5.2    PAYMENTS TO NMR.  Within ten days after the end of each calendar
month during the term of this Agreement, NRI shall prepare and submit to NMR a
report setting forth a detailed summary of (i) all sales and subscriptions made
to customers of the Approved Internet Service during such calendar month,
together with an indication of those sales for which NMR is entitled to receive
a commission hereunder and the relevant commission percentage applicable
thereto, (ii) the length of the contract (in months) to which such payment
relates and (iii) the total amount billed to such customers during such calendar
month.  Not later than fifteen (15) days after the end of the calendar quarter
in which such report is delivered to NMR, NRI shall pay to NMR an amount equal
to the product obtained by multiplying the relevant payment percentage for such
customer (as identified in such report) times the total amount paid by and
collected from such customer during the relevant calendar quarter for sales
subject to NMR's commission hereunder.  Subject to NMR's other rights hereunder,
NRI shall pay interest at the prime rate on any late payments to NMR.  For the
avoidance of doubt, NMR shall have the right to receive the full amount of such
payment notwithstanding that NRI may be obligated to defer the recognition of a
portion of the Net Customer Billings derived from such sale or subscription
until a later date under GAAP.

       5.3    RIGHT OF INSPECTION.  NRI agrees to keep accurate books of account
and records covering all transactions relating to sales of and subscriptions to
the Approved Internet Service and the computation of Net Customer Billings
hereunder.  NMR and its duly authorized representatives shall have the right,
after reasonable notice and during regular business hours, to examine such books
of account and records and all other documents and materials in NRI's possession
or under its control with respect to the Approved Internet Service and shall
have free and full access thereto for such purposes and for the purpose of
making extracts therefrom.  All such books of account and records shall be kept
available for at least two (2) years after the expiration or termination of this
Agreement.  In the event that NMR or its duly authorized representative shall
discover a discrepancy of seven and one-half percent (7.5%) or more pursuant to
any such examination, NRI shall pay to NMR the reasonable cost of such
examination.


                                       15



                                  ARTICLE VI

                             TRADEMARKS; LICENSES

       6.1    TRADEMARKS.

              (a)    LICENSES.  (i)  During the term of this Agreement and as
provided in Section 7.2(c), NRI hereby grants to NMR, and NMR hereby accepts
from NRI, a nonexclusive, nontransferable, limited, royalty-free license,
without the right to sublicense, to use the NRI Trademarks solely to provide,
market and sell the Approved Internet Service in North America in accordance
with the terms of this Agreement.   If NMR consents to the use of the NMR
Trademarks in connection with the products and services of the Approved Internet
Service (as set forth in Section 2.4(d)), NMR agrees to use the NRI Trademarks
in conjunction with the NMR Trademarks in connection with all such products and
services.

                     (ii) During the term of this Agreement and as provided in
Section 7.2(c), NMR hereby grants to NRI, and NRI hereby accepts from NMR, a
nonexclusive, nontransferable, limited, royalty-free license, without the right
to sublicense, to use the NMR Trademarks in North America solely (a) to develop
the Household Panel (and any other Internet Measurement Panel developed using
the NMR Sampling Methodology) and (b) to market and sell products and services
derived from Internet Measurement Panels which shall include, at a minimum, the
services set forth in the second sentence of Section 2.4(d) (the uses described
in sub-clauses (a) and (b) being referred to as the "Permitted NMR Trademark
Uses"), in connection with the Approved Internet Service in accordance with the
terms of this Agreement.

              (b)    QUALITY CONTROL.  (i)  The nature and quality of  the
Approved Internet Services supplied in connection with the NMR Trademarks shall
conform to the standards of the Approved Internet Service on the Effective Date
as modified from time to time by the Operating Committee.  NRI will cooperate
with NMR in facilitating its monitoring and control of the nature and quality of
such services, and will supply NMR with specimens of use of the NMR Trademarks
upon request.  In the event that NRI's use of the NMR Trademarks does not comply
with the Operating Committee's quality standards, NRI shall modify its use of
the NMR Trademarks and shall submit corrected specimens of use to NMR within
thirty (30) days of notice by NMR.

                     (ii)   The nature and quality of the Approved Internet
Services marketed by NMR in connection with the NRI Trademarks shall conform to
the standards of the Approved Internet Service on the Effective Date as modified
from time to time by the Operating Committee.  NMR will cooperate with NRI in
facilitating its monitoring and control of the nature and quality of such
services, and supply NRI with specimens of use of the NRI Trademarks upon
request.  In the event that NMR's use of the NRI Trademarks does not  comply
with the Operating Committee's quality control standards, NMR shall modify its
use of the NRI Trademarks and shall submit corrected specimens of use to NRI
within thirty (30) days of notice by NRI.

              (c)    CERTAIN ACKNOWLEDGMENTS.  (i) NRI acknowledges and agrees
that NMR has the right to use the NMR Trademarks as provided in this Agreement.
Except as prohibited by 


                                       16



law, NRI agrees that it will not do anything inconsistent with such ownership 
either during the term of this Agreement or thereafter.  NRI agrees that use 
of the NMR Trademarks by NRI shall inure to the benefit of and be solely on 
behalf of NMR.  NRI acknowledges that its utilization of the NMR Trademarks 
will not create or confer any right, title or interest in the NMR Trademarks 
in NRI.

                     (ii)   NMR acknowledges and agrees that NRI is the sole and
exclusive owner of the NRI Trademarks.  Except as prohibited by law, NMR agrees
that it will not do anything inconsistent with such ownership either during the
term of this Agreement or thereafter.  NMR agrees that use of the NRI Trademarks
by NMR shall inure to the benefit of and be solely on behalf of NRI.  NMR
acknowledges that its utilization of the NRI Trademarks will not create or
confer any right, title or interest in the NRI Trademarks in NMR.

              (d)    RESTRICTIONS ON USE.  (i)  NRI agrees that it will not
adopt or use as part or all of any corporate name, trade name, trademark,
service mark or certification mark, any trademark or other mark confusingly
similar to the NMR Trademarks.  NRI shall use the NMR Trademarks so that they
create a separate and distinct impression from any other trademark that may be
used by NRI, except for the use of the combined words "Nielsen//NetRatings" in
connection with the Permitted NMR Trademark Uses pursuant to the standards set
forth in Section 6.1(b).  NRI agrees that it will not contest any NMR
registration or application for any of the NMR Trademarks.  NRI shall comply
with all applicable laws and regulations pertaining to the proper use and
designation of the NMR Trademarks.

                     (ii)   NMR agrees that it will not adopt or use as part or
all of any corporate name, trade name, trademark, service mark or certification
mark, any trademark or other mark confusingly similar to the NRI Trademarks. 
NMR shall use the NRI Trademarks so that they create a separate and distinct
impression from any other trademark that may be used by NMR, except for the use
of the combined words "Nielsen//NetRatings" in connection with the Permitted NMR
Trademark Uses pursuant to the standards set forth in Section 6.1(b).  NMR
agrees that it will not contest any NRI registration or application for any of
the NRI Trademarks.  NMR shall comply with all applicable laws and regulations
pertaining to the proper use and designation of the NRI Trademarks.

              (e)    NO REGISTRATION.  (i)  NRI agrees not to apply to register
any of the NMR Trademarks, or any words or combination of words containing the
NMR Trademarks (including, without limitation, "Nielsen//NetRatings") or any
confusingly similar designation, anywhere in the world.  If any application for
registration is or has been filed by or on behalf of NRI in any country and
relates to any mark which, in the reasonable opinion of NMR, is confusingly
similar, deceptive or misleading with respect to, or dilutes or in any way
materially damages, any of the NMR Trademarks, NRI shall, at NMR's request,
abandon all use of such mark and withdraw any registration or application for
registration thereof.  Nothing in this Section 6.1(e)(i) shall require NRI to
abandon or withdraw any of the existing NRI Trademarks listed on EXHIBIT F.

                     (ii)   NMR agrees not to apply to register any of the NRI
Trademarks or any words or combination of words containing the NRI Trademarks
(including, without 


                                       17



limitation, "Nielsen//NetRatings") or any confusingly similar designation, 
anywhere in the world.  If any application for registration is or has been 
filed by or on behalf of NMR in any country and relates to any mark which, in 
the reasonable opinion of NRI, is confusingly similar, deceptive or 
misleading with respect to, or dilutes or in any way materially damages, any 
of the NRI Trademarks, NMR shall, at NRI's request, abandon all use of such 
mark and withdraw any registration or application for registration thereof.  
Nothing in this Section 6.1(e)(ii) shall require NMR to abandon or withdraw 
any of the existing NMR Trademarks listed on EXHIBIT F.

              (f)    CERTAIN REPRESENTATION AND WARRANTIES.  (i)  NRI owns all
right, title and interest in the NRI Trademarks in the United States free and
clear of any liens, pledges or other encumbrances.  NRI is the sole owner of, or
applicant for, all registrations and applications for registrations of the NRI
Trademarks with any governmental or other authority in the United States, all of
which are valid and in full force and effect.  To the knowledge of NRI, none of
the NRI Trademarks infringes the trademarks of any Third Party.  There are no
pending or threatened litigations, claims or challenges relating to the NRI
Trademarks.

                     (ii)   NMR has the right to use the NMR Trademarks as
provided in this Agreement, free and clear of any liens, pledges or other
encumbrances in the following jurisdictions: United States and Canada.  NMR is
the sole owner of, or applicant for, all registrations and applications for
registrations of the NMR Trademarks with any governmental or other authority in
such jurisdictions, all of which are valid and in full force and effect.  To the
knowledge of NMR, none of the NMR Trademarks infringes the trademark of any
Third Party.  There are no pending or threatened litigations, claims or
challenges relating to the NMR Trademarks.

       6.2    ACKNOWLEDGMENT.  Each Party acknowledges that its respective
trademarks will be used under these licenses as part of the combined words
"Nielsen//NetRatings" solely within the Permitted NMR Trademark Uses under the
standards set forth in Section 6.1(b).  The intent of the Parties is not to
create a jointly owned trademark or servicemark with respect to
"Nielsen//NetRatings".  Neither Party shall claim any ownership interest in the
combined words in "Nielsen//NetRatings", and neither Party shall register the
combined words "Nielsen//NetRatings" as a trademark in any jurisdiction.

                                  ARTICLE VII

                                  TERMINATION

       7.1    TERMINATION. This Agreement may be terminated as follows:

              (a)    by the mutual written consent of NRI and NMR;

              (b)    by either Party:

                     (i)    upon the material breach of any provision of this
              Agreement by the other Party which material breach remains uncured
              thirty (30) days after written notice thereof to such other Party;


                                       18



                     (ii)   upon thirty days' written notice if NMR's beneficial
              ownership of the issued and outstanding shares of Common Stock on
              a fully diluted basis (as defined in the Addendum No. 1 to
              Restated Stockholders Agreement of even date by and among NMR, NRI
              and the other parties set forth therein (the "Addendum")) is less
              than 5.0% for any reason other than as set forth in Section
              7.1(b)(iii); or.

                     (iii)  if NMR's beneficial ownership of the issued and
              outstanding shares of Common Stock on a fully diluted basis (as
              defined in the Addendum) is less than 5.0% because NRI exercises
              its right to purchase NMR's shares and options due to a
              Competitive Takeover (as defined in the Addendum).

       7.2    EFFECT OF TERMINATION.  In the event of any termination of this
Agreement, NRI shall pay NMR any amounts owed to NMR pursuant to Article V or
any other provision of this Agreement for services provided prior to the
effective date of such termination (the "Termination Date").  In addition, in
the event of any termination of this Agreement:

              (a)    by NRI pursuant to Section 7.1(b)(i) above: 

                     (i)    NRI shall have the right, for a period of one year
              from the Termination Date, (A) to access and to use the NMR
              Sampling Methodology reasonably necessary to continue to provide
              the Approved Internet Service (including, without limitation,
              maintaining Panels); and (B) to continue to use the NMR Trademarks
              pursuant to the license granted in Article VI in accordance with
              the quality control provisions in effect on the Termination Date;
              provided, however, that NRI may not represent to potential Panel
              Members that it is NMR or an agent of NMR;

                     (ii)   The license granted to NMR pursuant to Article VI to
              use the NRI Trademarks shall terminate as of the Termination Date;

                     (iii)  NMR shall be obligated, upon the written request of
              NRI, (A) for a period of up to one year from the Termination Date,
              to provide the Maintenance Services (as defined in the Panel
              Maintenance Agreement) in respect of any Panels in existence on
              the Termination Date at the cost of providing such services
              determined in accordance with Article III of the Panel Maintenance
              Agreement and (B) assigning to NRI , to the extent assignable, any
              contracts between NMR and a Third Party relating to the provision
              of the Approved Internet Service. 

                     (iv)   NRI shall be obligated (A) to continue to perform
              under written customer contracts for which primary marketing
              responsibility was allocated to NMR as of the Termination Date and
              (B) to pay to NMR any portion of Net Customer Billings in respect
              of such contracts to which NMR would have been entitled under, and
              in accordance with the payment terms of, Article V above.

              (b)    by NMR pursuant to Section 7.1(b)(i) above:


                                       19



                     (i)    NMR shall have the right, (A) to terminate the Panel
              Maintenance Agreement effective upon written notice thereof to
              NRI; (B) for a period of one year from the Termination Date, (1)
              to continue to use the NRI Trademarks pursuant to the license
              granted in Article VI and subject to the quality control standards
              in effect as of the Termination Date and (2) to continue to
              distribute the Collection Software (as defined in the License
              Agreement) in connection with the provision of any Internet
              Service;

                     (ii)   The license granted to NRI pursuant to Article VI to
              use the NMR Trademarks shall terminate as of the Termination Date;

                     (iii)  NRI shall be obligated, upon the request of NMR, to
              provide NMR with a copy of the Object Form (as defined in the
              License Agreement) of the Back End Software (as defined in the
              License Agreement), and NMR shall have the rights to use the Back
              End Software set forth in the License Agreement. 

                     (iv)   NRI shall be obligated (A) to continue to perform
              under written customer contracts for which primary marketing
              responsibility was allocated to NMR as of the Termination Date
              entered into on or prior to the Termination Date; and (B) to pay
              to NMR any portion of Net Customer Billings in respect of such
              contracts to which NMR would have been entitled under, and on the
              payment terms set forth in, Article V above.

                     (v)    NRI shall be obligated (A) to perform under written
              customer contracts entered into that are executed between NMR and
              a Third Party during the one-year period immediately after the
              Termination Date, under written customer contracts containing
              terms substantially the same as the terms of the standard customer
              contracts as of the Termination Date, until the end of such
              one-year period; and (B) to pay to NMR 50% of the Net Customer
              Billings in respect of such contracts, on the payment terms set
              forth in Article V above.

              (c)    by either Party pursuant to Section 7.1(b)(ii) or (iii)
above:

                     (i)    NRI shall have the right, for a period of one year
              from the Termination Date, (A) to access and to use the NMR
              Sampling Methodology reasonably necessary to continue to provide
              the Approved Internet Service (including, without limitation,
              maintaining Panels); and (B) to continue to use the NMR Trademarks
              pursuant to the license granted in Article VI in accordance with
              the quality control provisions in effect on the Termination Date;
              provided, however, that NRI may not represent to potential Panel
              Members that it is NMR or an agent of NMR;

                     (ii)   The license granted to NMR pursuant to Article VI to
              use the NRI Trademarks shall terminate as of the Termination Date;


                                       20



                     (iii)  NMR shall be obligated, upon the written request of
              NRI, (A) for a period of up to one year from the Termination Date,
              to provide the Maintenance Services (as defined in the Panel
              Maintenance Agreement) in respect of any Panels in existence on
              the Termination Date at the cost (or, if the termination is made
              pursuant to Section 7.1(b)(iii), at 120% of the cost) of providing
              such services determined in accordance with Article III of the
              Panel Maintenance Agreement; ; and (B) assigning to NRI, to the
              extent assignable, any contracts between NMR and a Third Party
              relating to the provision of the Approved Internet Service. 

                     (iv)   NRI shall be obligated (A) to continue to perform
              under written customer contracts executed prior to the Termination
              Date for which primary marketing responsibility was allocated to
              NMR as of the Termination Date and (B) to pay to NMR any portion
              of Net Customer Billings in respect of such contracts to which NMR
              would have been entitled under, and in accordance with the payment
              terms of, Article V above.

       7.3     SURVIVAL.  All provisions of this Agreement that, by their sense
or context, are intended to survive termination shall so survive any termination
of this Agreement.

                                 ARTICLE VIII

                              DISPUTE RESOLUTION

       8.1    GENERAL DISPUTE PRINCIPLES.

              (a)    All disputes between or among NRI, NMR and/or any of their
Affiliates under this Agreement shall be settled, if possible, through good
faith negotiations between the relevant parties.  In the event such disputes
cannot be so resolved, such disputes shall be resolved as provided in
Section 8.2.

              (b)    If either Party or any of its Affiliates is subject to a
claim, demand, action or proceeding by a Third Party and is permitted by law or
arbitral rules to join another party to such proceeding, this Article VIII shall
not prevent such joinder.  This Article VIII shall also not prevent either Party
or any such Affiliate from pursuing any legal action against a Third Party.

       8.2    ARBITRATION OF OTHER DISPUTES.

              (a)    The Parties shall submit any controversy or claim arising
out of, relating to or in connection with this Agreement, or the breach hereof
or thereof ("Demand for Arbitration"), to arbitration administered by the
American Arbitration Association ("AAA") in accordance with its Commercial
Arbitration Rules then in effect (collectively, "AAA Rules") and judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.

              (b)    The place of arbitration shall be San Diego, California.

              (c)    The Parties shall attempt, by agreement, to nominate a sole
arbitrator for confirmation by the AAA.  If the Parties fail to so nominate a
sole arbitrator within 30 days from the date when the Demand for Arbitration has
been communicated by the initiating Party, the 


                                       21



arbitrator shall be appointed by the AAA in accordance with the AAA Rules.  For 
purposes of this Section, the "commencement of the arbitration proceeding" 
shall be deemed to be the date upon which the Demand for Arbitration has been 
delivered to the Parties in accordance with this Section 8.2.  A hearing on 
the matter in dispute shall commence within 30 days following selection of 
the arbitrator, and the decision of the arbitrator shall be rendered no later 
than 60 days after commencement of such hearing.

              (d)    An award rendered in connection with an arbitration
pursuant to this Section shall be final and binding upon the Parties, and the
Parties agree and consent that the arbitral award shall be conclusive proof of
the validity of the determinations of the arbitrator set forth in the award and
any judgment upon such an award may be entered and enforced in any court of
competent jurisdiction.

              (e)    The Parties agree that the award of the arbitral tribunal
will be the sole and exclusive remedy between them regarding any and all claims
and counterclaims between them with respect to the subject matter of the
arbitrated dispute.  The Parties hereby waive all IN PERSONAM jurisdictional
defenses in connection with any arbitration hereunder or the enforcement of an
order or award rendered pursuant thereto (assuming that the terms and conditions
of this arbitration clause have been complied with).

              (f)    The arbitrator shall issue a written explanation of the
reasons for the award and a full statement of the facts as found and the rules
of law applied in reaching his decision to both Parties.  The arbitrator shall
apportion to each Party all costs (including attorneys' and witness fees, if
any) incurred in conducting the arbitration in accordance with what the
arbitrator deems just and equitable under the circumstances.  Any provisional
remedy which would be available to a court of law shall be available from the
arbitrator pending arbitration of the dispute.  Either Party may make an
application to the arbitrator seeking injunctive or other interim relief, and
the arbitrator may take whatever interim measures he deems necessary in respect
of the subject matter of the dispute, including measures to maintain the status
quo until such time as the arbitration award is rendered or the controversy is
otherwise resolved.  The arbitrator shall only have the authority to award any
remedy or relief (except ex parte relief) that a Superior Court of the State of
California could order or grant, including, without limitation, specific
performance of any obligation created under this Agreement, the issuance of an
injunction, or the imposition of sanctions for abuse or frustration of the
arbitration process, but specifically excluding punitive damages.

              (g)    Either Party may file an application in any proper court
for a provisional remedy in connection with an arbitrable controversy, but only
upon the ground that the award to which the application may be entitled may be
rendered ineffectual without provisional relief.  Notwithstanding the foregoing,
NMR shall have the right, without the requirement of making the showing as to
provisional relief set forth in the preceding sentence, to initiate an
injunctive or similar action with respect to the enforcement of any breach by
NRI of Section 2.3.  The Parties may also commence legal action in lieu of any
arbitration under this Section 8.2 in connection with any Third Party litigation
proceedings.


                                       22



              (h)    For purposes of any suit, action or legal proceeding
permitted under this Article VIII, each Party (a) hereby irrevocably submits
itself to and consents to the non-exclusive jurisdiction of the United States
District Court for the Southern District of California for the purposes of any
suit, action or legal proceeding in connection with this Agreement including to
enforce an arbitral resolution, settlement, order or award made pursuant to this
Agreement (including pursuant to the U.S. Arbitration Act or otherwise), and
(b) to the extent permitted by applicable law, hereby waives, and agrees not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action
or legal proceeding pending in such event, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or legal
proceeding is brought in an inconvenient forum or that the venue of the suit,
action or legal proceeding is improper.  Each Party hereby agrees to the entry
of an order to enforce any resolution, settlement, order or award made pursuant
to this Section by the United States District Court for the Southern District of
California and in connection therewith hereby waives, and agrees not to assert
by way of motion, as a defense, or otherwise, any claim that such resolution,
settlement, order or award is inconsistent with or violative of the laws or
public policy of the laws of the State of California or any other jurisdiction.

                                  ARTICLE IX

                                CONFIDENTIALITY

       9.1    CONFIDENTIAL INFORMATION.  For the purposes of this Agreement,
"Confidential Information" shall mean any information delivered by one party
("Disclosing Party") to the other party ("Receiving Party") which the Receiving
Party knows or has reason to know is considered confidential by the Disclosing
Party.  NMR acknowledges that it has received access to the source code of NRI's
Proprietary Software pursuant to the Escrow Agreement (as defined below).  NMR
has not reviewed such source code and it remains the Confidential Information of
NRI.  The NMR Sampling Methodology shall be deemed to be "Confidential
Information", subject to the provisions of Section 9.2 below. The Receiving
Party agrees to take precautions to prevent any unauthorized disclosure or use
of Confidential Information 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, the Receiving Party 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 the Receiving Party's employees or contractors 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 agree to act in accordance with the obligations of confidentiality
imposed by this Agreement.  Should the Receiving Party be faced with legal
action to disclose Confidential Information received 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 Receiving Party shall maintain the secrecy
of the Confidential Information disclosed pursuant to this Agreement for a
period of five (5) years from the date of 


                                       23



disclosure thereof.  The obligations imposed by this Article IX shall survive 
any termination of this Agreement.

       9.2    NON-CONFIDENTIAL INFORMATION.  The obligations set forth in
Section 9.1 shall not apply to any particular portion of any Confidential
Information that:  (i) now or subsequently becomes generally known or available
through no act or omission of the Receiving Party; (ii) is known to the
Receiving Party at the time of receipt of the same from the Disclosing Party;
(iii) is provided by the Disclosing Party to a Third Party without restriction
on disclosure; (iv) is subsequently rightfully provided to the Receiving Party
by a Third Party without restriction on disclosure; or (v) is independently
developed by the Receiving Party, as can be demonstrated from the Receiving
Party's business records and documentation, provided the person or persons
developing the same had not had access to the Confidential Information of the
Disclosing Party prior to such independent development. The parties acknowledge
that questions may arise as to what parts of the  of the NMR Sampling
Methodology are not confidential, and NMR agrees to promptly answer requests for
clarification regarding the confidential status of particular parts of the NMR
Sampling Methodology.

                                   ARTICLE X

                                 MISCELLANEOUS

       10.1   GOVERNING LAW.  This Agreement shall be governed by the laws of
the State of California without regard to choice of law provisions thereof, and
by the General Corporation Law of the State of Delaware to the extent applicable
to any corporate action related to NRI.

       10.2   SUCCESSORS AND ASSIGNS.  Neither this Agreement nor any rights or
obligations hereunder may be assigned by either Party without the prior written
consent of the other Party, except that either Party may assign, without such
consent, to an Affiliate.  The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the permitted successors, assigns, heirs,
executors and administrators of the Parties to this Agreement. Notwithstanding
anything herein to the contrary, either Party shall have the right to assign its
rights or obligations hereunder, without the prior written consent of the other
Party, to an Affiliate, provided that no such assignment hereunder shall relieve
the assigning Party of its obligations hereunder.

       10.3   ENTIRE AGREEMENT; AMENDMENT.  This Agreement and  the Ancillary
Agreements constitute the full and entire agreement between the Parties with
respect to the subject matter hereof and thereof, and supersede all prior oral
and written agreements and understandings between the Parties.  For the
avoidance of doubt, the Escrow Agreement (and associated License Agreement)
among NRI, NMR and Brambles NSD, Inc., as escrow agent, dated October 26, 1998
(the "Escrow Agreement"), including all extensions thereof, and the License
Agreement defined and referred to therein, are hereby terminated and rendered
null and void.  NMR confirms that it received the source code to the NRI
Proprietary Software from the escrow agent under the Escrow Agreement, that it
has returned all copies of such source code to NRI simultaneously herewith and
that it has not downloaded, reviewed, decompiled, copied or otherwise accessed
such source code during the period of its possession by NMR.  NRI hereby 


                                       24



acknowledges receipt of such source code.  Except as expressly provided in this
Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the Party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

       10.4   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 10.4):

                    (a)   If to NMR:
                          Nielsen Media Research, Inc.
                          299 Park Avenue
                          New York, New York  10171
                          Telephone: (212) 708-7004
                          Facsimile: (212) 708-7012
                          Attention: Chief Legal Officer

                          With copies to:
                          Coudert Brothers
                          1114 Avenue of the Americas
                          New York, New York  10036
                          Telephone: (212) 626-4400
                          Facsimile: (212) 626-4120
                          Attention: James C. Colihan, Esq.

                    (b)   If to NRI:
                          NetRatings, Inc.
                          830 Hillview Court
                          Milpitas, California  95035
                          Telephone: (408) 957-0699
                          Facsimile: (408) 957-0487
                          Attention: President

                          With copies to:
                          Gray Cary Ware & Freidenrich
                          400 Hamilton Avenue
                          Palo Alto, California  94301-1825
                          Telephone: (650) 833-2266
                          Facsimile: (650) 327-3699
                          Attention: Mark Radcliffe, Esq.


                                       25



       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 72 hours after the same has been deposited in a regularly maintained 
receptacle for the deposit of United States mail, addressed and postage 
prepaid as aforesaid.

       10.5   DELAYS OR OMISSIONS.  Except as expressly provided in this 
Agreement, no delay or omission to exercise any right, power or remedy 
accruing to a Party, upon any breach or default of the other Party under this 
Agreement, shall impair any such right, power or remedy of such Party nor 
shall it be construed to be a waiver of any such breach or default, or an 
acquiescence therein, or of or in any similar breach or default thereafter 
occurring; nor shall any waiver of any single breach or default be deemed a 
waiver of any other breach or default theretofore or thereafter occurring.  
Any waiver, permit, consent or approval of any kind or character on the part 
of a Party of any breach or default under this Agreement, or any waiver on 
the part of such Party of any provisions or conditions of this Agreement, 
must be in writing and shall be effective only to the extent specifically set 
forth in such writing.  All remedies, either under this Agreement or by law 
or otherwise afforded to any holder, shall be cumulative and not alternative.

       10.6   PUBLICITY.  Neither Party (nor such Party's Affiliates) shall 
issue any press release disclosing the terms of, or relating to, this 
Agreement or any Ancillary Agreement, without the prior written consent of 
the other Party; provided, however, that neither Party or its Affiliates 
shall be prevented from complying with any duty of disclosure it may have 
pursuant to Applicable Laws.  Such disclosing Party shall use its best 
efforts to consult with the other Party regarding the issuance of any such 
press release, or with regard to any public statement disclosing the terms of 
this Agreement or any Ancillary Agreement and shall use its best efforts to 
obtain confidential treatment for any Confidential Information where such 
press release or other public statement is required to be made by Applicable 
Law.

       10.7   EXPENSES.  Each of the Parties shall bear all legal, accounting 
and other transaction expenses incurred by it in connection with the 
negotiation, execution, delivery and performance of this Agreement. 
Notwithstanding the foregoing, NMR shall reimburse NRI, upon presentation of 
a written invoice therefor, for the reasonable fees and expenses of one 
special outside counsel retained by NRI to advise it in connection with this 
Agreement and the transactions contemplated hereby and thereby, provided that 
such reimbursement obligation of NMR shall not exceed $10,000.

       10.8   COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts, each of which shall be enforceable against the parties actually 
executing such counterparts, and all of which together shall constitute one 
instrument.

       10.9   SEVERABILITY.  In the event that any provision of this 
Agreement becomes or is declared by a court of competent jurisdiction to be 
illegal, unenforceable or void, this Agreement shall continue in full force 
and effect without said provision; provided that no such severability shall 
be effective if it materially changes the economic benefit of this Agreement 
to any party.

                                      26


       10.10  TITLES AND SUBTITLES.  The titles and subtitles used in this 
Agreement are used for convenience only and are not considered in construing 
or interpreting this Agreement.




                                      27


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

                                       
                                       NETRATINGS, INC.
       
                                       By:    
                                          -----------------------------------

                                       NIELSEN MEDIA RESEARCH, INC.
       
                                       By:    
                                          -----------------------------------



                                      28

Copied to clipboard