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EXHIBIT 4.3  


 
  AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT    
    



        This Amendment No. 2 (this "Amendment") is entered into as of September 7, 2003, between INFORMATION RESOURCES, INC., a Delaware corporation (the
"Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"), to the Rights Agreement between the Company and Harris Trust and Savings Bank, amended and restated on October 27, 1997 and
further amended on June 29, 2003 (the "Rights Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement. 


        WHEREAS, the Company proposes to enter into (a) an Agreement and Plan of Merger, dated as of September 7, 2003 (as amended,
supplemented, modified or replaced from time to time, the "Merger Agreement"), among Gingko Corporation, a Delaware corporation ("Parent"), Gingko Acquisition Corp., a Delaware corporation and a
direct, wholly-owned subsidiary of Parent ("Merger Sub"), and the Company and (b) the Contingent Value Rights Agreement to be entered into on the terms and subject to the conditions of the
Merger Agreement by and among Parent, Merger Sub, the Company, Information Resources, Inc. Contingent Payment Rights Trust and the Rights Agents (as defined therein) (as amended, supplemented,
modified or replaced from time to time, the "CVR Agreement"); 


        WHEREAS, the Board of Directors of the Company has determined that the Merger Agreement and the CVR Agreement and the terms and conditions
set forth therein and the transactions contemplated thereby, including, without limitation, the Offer, any exercise of the Top-Up Option, the Merger and the issuance of the CVRs (as such terms are
defined in the Merger Agreement), are advisable and are fair to and in the best interests of the Company and its stockholders; 


        WHEREAS, on September 6, 2003, the Board of Directors of the Company has determined, in connection with its contemplation of the
Merger Agreement and the CVR Agreement, that it is necessary and desirable to amend the Rights Agreement to exempt the Merger Agreement and the CVR Agreement and the transactions contemplated thereby,
including, without limitation, the Offer, any exercise of the Top-Up Option, the Merger and the issuance of the CVRs, from the application of the Rights Agreement as set forth in this Amendment; 


        WHEREAS, Section 26 of the Rights Agreement provides that the Company and the Rights Agent may at any time supplement or amend the
Rights Agreement without the approval of any holders of Rights Certificates in order, among other things, to effect any change or modification which the Company may deem necessary or desirable; and 


        WHEREAS, pursuant to Section 26, the Company hereby directs that the Rights Agreement should be amended as set forth in this
Amendment. 


        NOW THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Rights Agent hereby agree as follows: 


        SECTION 1. Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended
and supplemented by adding the following sentence to the end thereof: 



	"Notwithstanding anything in this Agreement to the contrary, neither Parent nor Merger Sub nor any of the Affiliates of Parent or Merger Sub shall become or be deemed to be an Acquiring Person as a result of (i) the
approval, execution, delivery or performance of (A) the Agreement and Plan of Merger, dated as of September 7, 2003, among Parent, Merger Sub and the Company (as amended, supplemented, modified or replaced from time to time, the "New Merger
Agreement") or (B) the Contingent Value Rights Agreement to be entered into on the terms and subject to the conditions of the New Merger Agreement by and among Parent, Merger Sub, the Company, Information Resources, Inc. Contingent Payment
Rights Trust and the Rights Agents (as defined therein) (as amended, supplemented, modified or replaced from time to time, the "New CVR Agreement"), (ii) the consummation of the Offer, any exercise of the Top-Up Option, the consummation of the
Merger, or the issuance of the CVRs pursuant to the Offer or the Merger (as such terms are defined in the New Merger Agreement), (iii) the consummation of any other transaction contemplated in the New Merger Agreement and/or the New CVR Agreement,
including the purchase of common stock of the Company for the payment and issuance of the Offer Price (as defined in the New Merger Agreement) pursuant to the Offer, the issuance of common stock of the Company pursuant to any exercise of the Top-Up
Option, the exchange of common stock of the Company for the payment and issuance of the Merger Consideration (as defined in the New Merger Agreement) pursuant to the New Merger Agreement, or (iv) the public announcement of any of the
foregoing."









        SECTION 2. Amendment to Section 1(k). Section 1(k) of the Rights
Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: 



	"Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the New
Merger Agreement or the New CVR Agreement, (ii) the consummation of the Offer, any exercise of the Top-Up Option, the consummation of the Merger, or the issuance of the CVRs pursuant to the Offer or the Merger (as such terms are defined in the
New Merger Agreement), (iii) the consummation of any other transaction contemplated in the New Merger Agreement and/or the New CVR Agreement, including the purchase of common stock of the Company for the payment and issuance of the Offer Price
pursuant to the Offer, the issuance of common stock of the Company pursuant to any exercise of the Top-Up Option, the exchange of common stock of the Company for the payment and issuance of the Merger Consideration pursuant to the New Merger
Agreement, or (iv) the public announcement of any of the foregoing."






        SECTION 3. Amendment to Section 3. Section 3 of the Rights Agreement
is hereby amended and supplemented by adding the following proviso to the end of the first sentence thereof: 



	"; provided further that, notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or
performance of the New Merger Agreement or the New CVR Agreement, (ii) the consummation of the Offer, any exercise of the Top-Up Option, the consummation of the Merger, or the issuance of the CVRs pursuant to the Offer or the Merger (as such
terms are defined in the New Merger Agreement), (iii) the consummation of any other transaction contemplated in the New Merger Agreement and/or the New CVR Agreement, including the purchase of common stock of the Company for the payment and
issuance of the Offer Price pursuant to the Offer, the issuance of common stock of the Company pursuant to any exercise of the Top-Up Option, the exchange of common stock of the Company for the payment and issuance of the Merger Consideration
pursuant to the New Merger Agreement, or (iv) the public announcement of any of the foregoing."






        SECTION 4. Amendment to Section 7(a). Section 7(a) of the Rights
Agreement is hereby amended and restated in its entirety as follows: 



	"        (a) Subject to Section 11(a)(iii) and (iv) and Section 23 hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby
in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase shares on the reverse side thereof duly executed, to the Rights Agent at its principal office or such other
office designated by it for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the rights are exercised, at or prior to the earliest of (i) the time immediately prior to the
consummation of the Merger (as defined in the New Merger Agreement), (ii) the close of business on October 27, 2007 (the "Final Expiration Date"), and (iii) the date and time at which the Rights are redeemed as provided in
Section 23 hereof; such earlier date and time being referred to herein as the "Expiration Date."






        SECTION 5. Amendment to Section 28. Section 28 of the Rights
Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: 



	"Notwithstanding the foregoing, nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedy or claim under this Agreement in connection with any
transactions contemplated by the New Merger Agreement."






        SECTION 6. Effective Date. This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. 


        SECTION 7. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State
of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 



        SECTION 8. Severability. If any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the Amendment and the Rights Agreement shall remain in full force and effect and shall in no
way be affected, impaired or invalidated. 


        SECTION 9. Notice. The Rights Agent and the Company hereby waive any notice requirement with respect to
each other under the Rights Agreement, if any, pertaining to the matters covered by this Amendment. 



        SECTION 10. No Other Effect. Except as expressly set forth herein, the Rights Agreement shall not by
implication or otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect, as amended hereby. 








        SECTION 11. Counterparts. This Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 


[signature
page follows] 






        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written. 



	Attest:	 	 	 	INFORMATION RESOURCES, INC.	 	 
	

By:	
 	

/s/  MONICA M. WEED      
	
 	

 	
 	

By:	
 	

/s/  JOSEPH P. DURRETT      
	
 	

 
	

Name:	
 	

Monica M. Weed
	
 	

 	
 	

Name:	
 	

Joseph P. Durrett
	
 	

 
	

Title:	
 	

Secretary
	
 	

 	
 	

Title:	
 	

Chairman, Chief Executive Officer

and President
	
 	

 
	

Attest:	
 	

 	
 	
HARRIS TRUST AND SAVINGS BANK	
 	

 
	

By:	
 	

/s/  MARLENE BERGER      
	
 	

 	
 	

By:	
 	

/s/  JAMES R. FOX      
	
 	

 
	

Name:	
 	

Marlene Berger
	
 	

 	
 	

Name:	
 	

James R. Fox
	
 	

 
	

Title:	
 	

Administrative Assistant
	
 	

 	
 	

Title:	
 	

Vice President
	
 	

 











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AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT