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1. Introduction __ ____________

AC Nielsen undertakes in good faith to carry out the obligations set out in this Undertaking. The purpose of this Undertaking, which applies to conduct involving at least one country within the European Economic Area (the "EEA"), is to assist the Commission of the European Communities ("the Commission") in satisfying itself that Article 86 of the EC Treaty and Article 54 of the EEA Agreement are not infringed.

2. Definitions __ ___________

2.1 "Retail information" means data on product movement, including information such as sales, price and product description, along with related causal data, relating to the movement or sale at retail level of fast moving consumer goods collected though in-store scanning equipment, store audits, warehouse withdrawal data, in-store observation or any similar methodology.

2.2 "Retail tracking service" means a service used to monitor, analyze, predict or plan the progress, competitive position and marketing tactics of a product or group of products over time based in whole or in substantial part on any type of Retail information.

2.3 "Customer" means any person, collectively including its subsidiaries, affiliates and related entities, obtaining or seeking to obtain Retail tracking services.

2.4 "Multinational customer" means any person, collectively including its subsidiaries, affiliates and related entities, obtaining or seeking a single offer related to the provision of Retail tracking services in more than one country.

2.5 "Retailer" means any person who sells fast moving consumer goods to consumers, or any agent or affiliate thereof.

3. Applicability __ _____________

This Undertaking applies to AC Nielsen Company, 150 North Martingale Road, Schaumburg, Illinois, 60173, USA, to each of its subsidiaries, affiliates or successors and to the officers, directors, agents and employees of these companies.

4. Conduct agreed __ ______________

Contracts with Retailers ________________________

4.1 AC Nielsen shall not enter into a contract with a Retailer which:

a. provides that the Retailer should provide Retail information exclusively to AC Nielsen.

b. provides that the Retailer must make Retail information available to AC Nielsen on terms comparable to or better than terms offered to another company.

c. provides that the Retailer may not make data available to anyone on terms comparable or more favorable than those available to AC Nielsen.

d. restricts, by any other means, the ability of a Retailer to supply Retail information to a Retail tracking services provider.

4.2 AC Nielsen shall withdraw from its existing contracts with Retailers any clause such as the ones described in point 4.1. This withdrawal shall take place at the latest 1 month after the entry into force of this Undertaking. AC Nielsen will immediately inform the Commission of the withdrawal of such clauses.

Contracts with Customers ________________________

4.3 All contracts offered or concluded between AC Nielsen and Customers providing contract terms, including but not limited to prices or discounts, for more than one country, shall specify individually those terms for each country.

4.4 Whenever AC Nielsen offers a Customer a contract covering more than one country, the Customer may decline to accept the terms in one or more countries without the terms offered in other countries being affected. AC Nielsen will allow any Multinational customer to terminate its business with AC Nielsen in any country covered by the common offer (whether or not embodied in one single contract) by giving notice to AC Nielsen with 3 months in advance. A termination by a Customer of its business in one or more countries with AC Nielsen in such a way shall not have any effect on the terms granted by AC Nielsen to this same Customer, including but not limited to prices or discounts, in any other country.

4.5 AC Nielsen shall not offer or conclude any contract for the supply of Retail tracking services, covering one or more countries, containing a clause which:

a. provides that any term of the contract, including but not

limited to prices or discounts, is linked to or in any

way dependent upon the Customer Buying Retail tracking

services from AC Nielsen in any other country or countries.

b. provides that any term of the contract, including but not

limited to prices or discounts, is linked to or in any

way dependent upon the Customer buying a minimum amount of

Retail tracking services from AC Nielsen in more than

one country.

4.6 AC Nielsen shall not offer or conclude any contract for the supply of Retail tracking services, covering one or more countries, to a Multinational customer, containing a clause which:

a. provides that any term of the contract, including but not

limited to prices or discounts, is linked to or in any

way dependent upon the Multinational customer buying

Retail tracking services exclusively from AC Nielsen in

one or more countries.

b. provides that any term of the contract, including but not

limited to prices or discounts, is linked to or in any

way dependent upon the Customer buying a minimum amount

of Retail tracking services from AC Nielsen which is equal

to or higher than 80% of the total amount of Retail

tracking services bought by this Customer in the previous

year in a given country.

c. provides that any term of the contract, including but not

limited to prices or discounts, is linked to or in any

way dependent upon the fact that the Retail tracking

services bought by the Customer from AC Nielsen were

previously bought from an AC Nielsen competitor.

d. provides that the minimum duration of the contract is

more than 3 years.

e. provides that the Customer must use AC Nielsen services

rather than those of a competitor if they are comparable

in quality or price or that grants AC Nielsen the last

right to bid for supplying Retail tracking services

to the Customer.

4.7 AC Nielsen shall modify all its contracts with Customers according to points 4.3 to 4.6. This modification shall take place at the latest 3 months after the entry into force of this Undertaking. AC Nielsen will immediately inform the Commission of the modification of these contracts.

Information ___________

4.8 Within one month of entry into force of this Undertaking, AC Nielsen will provide a copy of this Undertaking to all Multinational customers or Retailers with whom is has contracts at that time, as well as to any provider of Retail tracking services, including IRI, operating in the EEA. It will also provide a copy of it to any Retailer or Multinational customer with whom it negotiates a new contract.

Historical data _______________

4.9 For a period of 1 year from the date of entry into force of this Undertaking, AC Nielsen shall supply to any provider or potential provider of Retail tracking services, including IRI, upon request, all Retail information obtained by AC Nielsen from Austrian Retailers, corresponding to two years prior to the date of request on receipt of consent to the release of this information from the Austrian Retailers in question.

AC Nielsen need not comply with the request if the provider or potential provider of Retail tracking services does not agree to pay:

a. 50% of any reasonable and documented costs, or the

corresponding percentage if more than one request

is made, already incurred by AC Nielsen in cleaning up

the Retail information, where the Retail information

is no longer in its original form.

b. 100% of AC Nielsen's reasonable expenses of providing

the Retail information to the provider or potential

provider of Retail tracking services, including

any reasonable and documented cost incurred by

AC Nielsen in manipulating or reformulating historical

Retail information in order to mask AC Nielsen's

sample design prior to providing Retail information to

providers or potential providers of Retail tracking

services.

5. Administrative Provisions __ _________________________

5.1 AC Nielsen acknowledges that the Commission must be in a position to determine the extent to which this Undertaking is implemented. For this purpose, at the date of entry into force of this Undertaking and subsequently at six months intervals, AC Nielsen will submit to the Commission a complete list of all its Multinational customers, as defined in clause 2.4, as well as of the contracts that they have concluded or sought to conclude with AC Nielsen. The Commission may also request any other information that it considers relevant for this purpose.

5.2 This Undertaking shall remain in force for three years or until the entry into effect of a Commission decision with respect to the subject matter of this Undertaking, whichever is the earlier.

5.3 This Undertaking shall take immediate effect.

Date: 28th November, 1996

A.C. Nielsen Company, by

____________________________________ ____________________________ Nicholas L. Trivisonno Earl H. Doppelt Chairman and Chief Executive Officer Executive Vice President and

General Counsel

CONTACT: Information Resources Inc.

Robert J. Bregenzer, 312/726-1221

or

Edelman Worldwide

Elizabeth Scanlon, 312/240-2690