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                                                                    EXHIBIT (uu)


                               SECOND AMENDMENT TO
                           INFORMATION RESOURCES INC.
               AMENDED AND RESTATED 401(k) RETIREMENT SAVINGS PLAN

     This Second Amendment to the Information Resources, Inc. Amended and

Restated 401(k) Retirement Savings Plan (the "Plan"), is made this 13th day of

November, 2002, by Information Resources, Inc., an Illinois corporation

(hereinafter referred to as the "Company").


                              W I T N E S S E T H:

     WHEREAS, pursuant to Section 11.1, Amendment of Plan, the Company has

reserved the right to amend the Plan;

     WHEREAS, the Company desires to amend the Plan to reflect certain

provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001]

("EGTRRA");

     WHEREAS, this Second Amendment is intended as good faith compliance with

the requirements of EGTRRA, and is to be construed in accordance with EGTRRA and

guidance issued thereunder, including IRS Notices 2001-42, 2001-56, and 2001-57;

     WHEREAS, this Second Amendment to the Plan shall supersede the provisions

of the Plan to the extent any of those provisions may be inconsistent with the

provisions of this amendment;

     WHEREAS, the Board of Directors of the Company has approved and authorized

this Second Amendment to the Plan;

     NOW, THEREFORE, effective January 1, 2002, except as otherwise specified

herein, the Plan is hereby amended in the following manner:

     1.   Section 1.9 - Compensation is hereby amended by the addition of the

following new paragraph to the end thereof:

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          "The annual Compensation of each Participant taken into account in
          determining allocations for any Plan Year beginning after December 31,
          2001, shall not exceed $200,000, as adjusted for cost-of-living
          increases in accordance with Section 401(a)(17)(B) of the Code. The
          cost-of-living adjustment in effect for a calendar year applies to
          annual Compensation for the Plan Year that begins with or within such
          calendar year."

     2.   Section 1.24 - Key Employee is hereby amended by the addition thereto

of the following text to the end thereof:

          "Effective for Plan Years beginning January 1, 2002, and thereafter,
          "Key Employee" shall mean any Employee or former Employee (including
          any deceased Employee) who, at any time during the Plan Year that
          includes the Determination Date, was:

          (1) An officer of the Company, if such Employee's annual Compensation
          was greater than $130,000 (as adjusted under Code Section 416(i)(1)
          for Plan Years beginning after December 31, 2002);

          (2) A 5-percent owner of the Company; or

          (3) A 1-percent owner of the Company who has annual Compensation of
          more than $150,000.

          For purposes of this Section, the constructive ownership provisions of
          Code Section 318 shall apply. The determination of who is a Key
          Employee will be made in accordance with Code Section 416(i)(1) and
          the applicable regulations and other guidance of general applicability
          issued thereunder.

          For purposes of this Section, annual Compensation means Compensation
          within the meaning of Code Section 415(c)(3)."

     3.   Section 4.2 - Salary Reduction Agreement is hereby amended by the

addition of the following text in parenthetical immediately following the phrase

"and does not exceed fifteen percent (15%)" found in the first full paragraph of

Section 4.2 thereof:

          "Twenty five percent (25%) for Plan Years beginning after December 31,
          2001."

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     4.   Section 4.2 - Salary Reduction Agreement is further amended by the

addition of the following text after the first full paragraph of Section 4.2

thereof:

          "Notwithstanding the above, neither the restrictions contained in this
          paragraph nor the restrictions set forth in Section 4.2(h) or Section
          5.1 shall preclude an otherwise eligible Participant from making
          Catch-Up Contributions.

          Effective for contributions after December 31, 2001, all Employees who
          are eligible to make 401(k) Contributions under this Plan and who have
          attained age 50 before the close of the Plan Year shall be eligible to
          make Catch-Up Contributions in accordance with and subject to the
          limitations of Code Section 414(v). Such Catch-Up Contributions shall
          not be taken into account for purposes of the provisions of the Plan
          implementing the required limitations of Code Section 402(g) and Code
          Section 415. The Plan shall not be treated as failing to satisfy the
          provisions of the Plan implementing the requirements of Code Section
          401(k)(3), Section 401(k)(11), Section 401(k)(12), Section 410(b), or
          Section 416, as applicable, by reason of the making of such Catch-Up
          Contributions."

     5.   Section 4.4 - Matching Contributions is hereby amended by the addition

of the following text in parenthetical immediately following the phrase "defers

for a Plan Year":

          "excluding Catch-Up Contributions made after December 31, 2001"

     6.   Section 4.5 - Contributions is hereby amended by adding the following

text to the end thereof:

          "The multiple use test described in Treasury Regulation Section
          1.401(m)-2 and in the Plan shall not apply for Plan Years beginning
          after December 31, 2001."

     7.   Section 4.7 - Withdrawals is hereby amended by the addition of the

following text in parenthetical immediately following the phrase "for a twelve

(12) month period" found in subparagraph (b) (iii) thereof:

          "(Six (6) months in the case of a Participant who receives a hardship
          withdrawal after December 31, 2001)"

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     8.   Section 5.1 - Maximum Limitations is hereby amended by adding the

following text to the end thereof:

          "Effective for Limitation Years beginning after December 31, 2001,
          except to the extent permitted under Section 6 of this Second
          Amendment permitting certain "Catch-Up" contributions and Code Section
          414(v), the amount of Annual Additions that may be contributed or
          allocated to a Participant's accounts under the Plan for any
          Limitation Year shall not exceed the lesser of:

               (a)  $40,000, as adjusted for increases in the cost-of-living
                    under Code Section 415(d) or a successor Code Section, and
                    the regulations thereunder; or

               (b)  100% of such Participant's Code Section 415(c)(3)
                    compensation received during the Limitation Year under
                    consideration (the maximum permissible amount).

          Any adjustment in the $40,000 limit specified above and in the Code by
          the Secretary of the Treasury to reflect increases in the cost of
          living shall be incorporated herein. If the Company contribution that
          would otherwise be contributed or allocated to the Participant's
          accounts would cause the amount for the Limitation Year to exceed the
          maximum permissible amount, the amount contributed or allocated will
          be reduced so that the Annual Additions for the Limitation Year will
          equal the maximum permissible amount."

     9.   Section 6.3 - Rollovers is hereby amended by adding the following text

to the end of - subparagraph (b) thereof:

          "The Employer, operationally and on a nondiscriminatory basis, may
          limit the source of Rollover Contributions that may be accepted by
          this Plan."

     10.  Section 7.2 - Vesting of Matching Contribution Account is hereby

amended by the addition of the following text to the end of subparagraph (c)

thereof:

          "Notwithstanding the above, with respect to a Participant whose
          Account derives from Matching Contributions who completes an Hour of
          Service under the Plan in a Plan Year beginning after December 31,
          2001, Matching Contributions for a Participant who terminates
          employment prior to becoming eligible for retirement as set forth in
          subsection (a) or for reasons other than death, shall vest for Plan
          Years beginning after December 31, 2001 in accordance with the
          following schedule without regard to whether the Plan is Top-Heavy:

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<TABLE>

<CAPTION>

            Years of Vesting Service           Non-forfeitable Percentage
            ------------------------           --------------------------
            <S>                                <C>
                      1                                    0%
                      2                                   20%
                      3                                   50%
                      4                                   75%
                      5                                   100"
</TABLE>

     11.  Section 8.9 - Cash-Out is hereby amended by the addition of the

following text to the end thereof:

          "The Company does not elect to exclude Rollover Contributions in
          determining the value of the Participant's nonforfeitable account
          balance for purposes of the Plan's involuntary cash-out rules."

     12.  Section 8.10 - Direct Rollovers is hereby amended by the addition of

the following text to the end thereof:

          "Effective for distributions made after December 31, 2001, an eligible
          retirement plan shall also mean an annuity contract described in Code
          Section 403(b) and an eligible plan under Code Section 457(b) which is
          maintained by a state, political subdivision of a state, or any agency
          or instrumentality of a state or political subdivision of a state and
          which agrees to separately account for amounts transferred into such
          plan from this Plan. The definition of eligible retirement plan shall
          also apply in the case of a distribution to a surviving spouse, or to
          a spouse or former spouse who is the alternate payee under a qualified
          domestic relation order, as defined in Code Section 414(p). Effective
          for distributions made after December 31, 2001, any amount that is
          distributed on account of hardship shall not be an eligible rollover
          distribution and the distributee may not elect to have any portion of
          such a distribution paid directly to an eligible retirement plan."

     13.  Section 8.13 - Severance from Employment. Article VIII, Distribution

of Benefits is hereby amended by the addition of new Section 8.13 as follows:

          "Notwithstanding anything herein to the contrary, with respect to
          distributions and transactions made after December 31, 2001, a
          Participant's 401(k) Contribution Account, Matching Contribution
          Account and Rollover Contribution Account, if any, and earnings
          attributable to these contributions, shall be distributed on account
          of the Participant's severance from employment. However, such a
          distribution

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          shall be subject to the other provisions of the Plan regarding
          distributions, other than provisions that require a separation from
          service before such amounts may be distributed."

     14.  Section 12.4 - Minimum Contributions is hereby amended by the addition

of the following text to the end thereof:

          "Matching Contributions shall be taken into account for purposes of
          satisfying the minimum contribution requirements of Code Section
          416(c)(2) and the Plan. The preceding sentence shall apply with
          respect to Matching Contributions under the Plan or, if the Plan
          provides that the minimum contribution requirement shall be met in
          another plan, such other plan. Matching Contributions that are used to
          satisfy the minimum contribution requirements shall be treated as
          Matching Contributions for purposes of the actual contribution
          percentage test and other requirements of section 401(m)."

     15.  Section 12.7 - Determination of present value. Article XII, Top-Heavy

Provisions is hereby amended by the addition of new Section 12.7 as follows:

          "This Section 12.7 shall apply for purposes of determining the present
          value of the Accrued Benefit of Participants as of the Determination
          Date.

          (a)  Distributions during year ending on the Determination Date. The
               present value of the Accrued Benefit of a Participant as of the
               Determination Date shall be increased by the distributions made
               with respect to the Participant under the Plan and any Plan
               aggregated with the Plan under Code Section 416(g)(2) during the
               1-year period ending on the Determination Date. The preceding
               sentence shall also apply to distributions under a terminated
               plan which, had it not been terminated, would have been
               aggregated with the Plan under Code Section 416(g)(2)(A)(i). In
               the case of a distribution made for a reason other than
               separation from service, death, or disability, this provision
               shall be applied by substituting "5-year period" for "1-year
               period.

          (b)  Participants not performing services during year ending on the
               Determination Date. The Accrued Benefit of any Participant who
               has not performed services for the Employer during the 1-year
               period ending on the Determination Date shall not be taken into
               account."

     16.  In all other respects, the Plan, as amended, shall continue in full

force and effect.

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     IN WITNESS WHEREOF, the Company has caused this Second Amendment to be

executed upon the signature of its duly qualified officer this 13th day of

November, 2002.


                                          INFORMATION RESOURCES, INC.
                                          An Illinois corporation



                                          By:_____________________________

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