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                                                                    EXHIBIT 10.2


                                October 1, 1997




Dear Greg:

       We are extremely pleased that you have elected to accept our offer.  We
are confident that this position will prove to be a challenging and rewarding
opportunity.

       Consistent with our previous discussion, the terms of your employment
will be as follows:

       1.     Employment.  Effective October 1, 1997, you will be employed on a
              full-time basis by American Business Information, Inc. (ABI) as
              Executive Vice President of Corporate Planning and Business
              Development. Your duties will include development of long-term
              business strategy, including mergers, acquisitions, alliances,
              and selected major product/market initiatives; initial
              implementation of key initiatives, such as post-merger
              integration; and ongoing business development in combination with
              the appropriate business units.  You will report to the CEO and
              serve at the pleasure of the CEO and the Board of Directors.

       2.     Compensation.

              a.     Base Salary.   Your base salary will be $195,000 per year,
                     subject to discretionary increase by the Company.

              b.     Bonus.   Starting with the calendar year ending December
                     31, 1998, you will receive a bonus in the amount of
                     $150,000 a year for each year that the earnings per share
                     of ABI common stock exceeds the earnings per share for the
                     immediately preceding calendar year by an amount of 20
                     percent or more.  For the purpose of this Letter, earnings
                     per share shall be determined by reference to earnings
                     from continuing operations, and excluding one-time charges
                     (Earnings Per
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October 1, 1997
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                     Share) and shall be that figure determined by our
                     accounting firm each year as set forth in our audited
                     financial statements and reported to the SEC.  The bonus
                     will be paid on or before the end of the second pay period
                     following the determination.

              c.     Signing Bonus.   Upon acceptance of this Letter and
                     reporting for duty, ABI will pay you a bonus in the amount
                     of $100,000.  In the event you voluntarily terminate or
                     are terminated by ABI for cause during the first 24 months
                     of employment then you agree to repay the bonus as
                     follows:

<TABLE>
<CAPTION>
                     Months of Employment        Amount of Repayment
                     --------------------        -------------------
                     <S>                                  <C>
                     Less than 6                          100%
                     More than 6, less than 12             75
                     More than 12 less than 18             50
                     More than 18, less than 24            25
                     24 months or more                      0
</TABLE>

              All compensation shall be subject to applicable withholding and,
              unless otherwise specifically provided, paid in accordance with
              ABI's usual and customary payroll practices.

       3.     Stock Options.   Effective October 1, 1997, ABI will grant you
              Incentive Stock Options for 150,000 shares of ABI's stock.
              Thereafter, you will receive additional grants of Incentive Stock
              Options for 50,000 shares each, effective as of December 31,
              1998, December 31, 1999, and December 31, 2000, provided that the
              Earnings Per Share for the year then ended have increased by 20
              percent or more over the Earnings Per Share for the immediately
              preceding calendar year.  All Incentive Stock Options shall be:
              (i) granted under and pursuant to the American Business
              Information, Inc. 1992 Stock Option Plan or any successor plan;
              (ii) evidenced by a separate option agreement; and (iii) vest at
              a rate of 25 percent a year starting with the first anniversary
              of the grant.  In the event your employment is terminated, any
              unvested options shall be canceled.  However, if you are
              terminated by ABI after 24 continuous months of employment
              pursuant to subparagraph 6.a. or 6.b. and without cause, or if
              you resign for Good Reason (as defined in 6.d.), then all
              unvested options shall vest effective as of the last day of your
              employment.
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       4.     Benefits.   You will be eligible for such group insurance plans,
              stock option programs, qualified retirement plans, and/or other
              leave and/or fringe benefit policies, plans, or programs of
              general applicability to senior executives as ABI may from time
              to time establish.  Anything to the contrary notwithstanding,
              however, your qualification, eligibility, participation, and
              benefit entitlements, shall be governed by the express terms and
              conditions of each such policy program or plan and any policies
              of insurance or third party contracts which may be applicable
              thereto.  Further, ABI expressly reserves the right, in its sole
              discretion, to amend, curtail, or terminate any such benefit,
              program, plan, or policy at any time, provided that such action
              is of uniform applicability.  You will also be reimbursed for all
              reasonable and ordinary expenses you incur in performing your
              duties for ABI

       5.     Relocation Expense.  We will reimburse you for reasonable costs
              which you incur in connection with relocation to Omaha, up to a
              maximum aggregate amount of $30,000.

       6.     Termination.  Your employment may be terminated as follows:

              a.     At any time by either party upon 30 days' written notice.

              b.     Immediately in the event of your death or in the event you
                     are disabled and unable to perform the essential functions
                     of your position for a period of at least 6 consecutive
                     months as determined by a mutually agreeable physician.

              c.     ABI may terminate your employment at any time for "cause"
                     as hereinafter defined effective immediately upon delivery
                     of written notice to you at your last known place of
                     residence.  "Cause" shall mean any act or omission which
                     is materially harmful to ABI, including but not limited to
                     the following:

                     (i)    conviction of any fraud or crime of moral turpitude
                            or the intentional destruction or material
                            misappropriation of company property;
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October 1, 1997
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                     (ii)   being under the influence of alcohol, illegal
                            drugs, or controlled substances during business
                            hours while in our office engaged in routine daily
                            business activity;

                     (iii)  repeated and material failure or refusal to comply
                            with the reasonable directions of the Board of
                            Directors, the terms of this Letter, or ABI's
                            established policies or procedures; and/or

                     (iv)   gross negligence or repeated, material acts of
                            negligence in the performance of your duties.

              Upon termination you will receive that portion of your Base
              Salary and prorated portion of your Bonus which shall be deemed
              earned, up to and including the date of termination.  In the
              event your employment with ABI is terminated within 24 months for
              any reason other than for cause, or in the event your employment
              with ABI is terminated after 24 months pursuant to 6(b), or
              without cause pursuant to 6(a) or in the event you resign for
              Good Reason, then you shall be entitled to have your Base Salary
              continue for a period of 24 months from the date your employment
              is terminated.

              d.     Good Reason.  "Good Reason" shall mean the occurrence of
                     any of the following:

                     (i)    ABI's material breach of any of the provisions of
                            this Agreement; or

                     (ii)   Any material, adverse alteration in your titles,
                            positions, status, duties or responsibilities as
                            set forth in paragraph 1 or in your annual long-
                            term aggregate benefits and/or compensation with
                            ABI or its successors as set forth in paragraphs 2,
                            3 and 4.

       7.     Ownership and Disclosure of Information.  In consideration for
              your employment and ABI's willingness to grant you access to and
              the right to use such information, you agree that all
              Confidential Information as hereinafter defined, which you may
              obtain or have access to in the course of your employment, shall
              be and at all times remain the sole exclusive property of ABI.
              You further agree, both during the term of your employment with
              ABI and for 36 months thereafter, to keep and maintain all such
              Confidential Information in strict confidence, to not disclose
              the same in any
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              form to any person, firm, or entity, and to not use the same for
              any purpose, whatsoever, except as may be necessary to perform
              your job with ABI or as may otherwise be required by law.
              Confidential Information shall mean all trade secrets and all
              nonpublic information pertaining to or in any way connected with
              the business and/or financial affairs of ABI or any of its
              affiliates and any and all information provided by or generated
              for or on behalf of any customer, client, account, or prospect,
              specifically including, but not limited to, any and all
              information relating to current or prospective products or
              services or any component parts thereof, all information relating
              to past, present, or prospective customers, clients, or accounts,
              vendors, suppliers, and/or subcontractors and their respective
              needs, preferences, or requirements; all information relating to
              business product or market research, pricing, discounts,
              marketing, sales, purchasing, ABI's systems, designs, routines,
              standards, procedures, protocols, and all data, research,
              developments, discoveries, improvements, applications,
              enhancements, techniques, apparatus, methods, systems,
              information and/or data compilation or retrieval systems,
              computer programs, designs, formulas, processes, and other
              creations or inventions, whether or not the same are patented or
              copyrighted, undertaken, or made in connection therewith; and all
              files, documents, contracts, materials, listings, computer
              programs, printouts, source codes, drawings, specifications,
              processes, applications, techniques, routines, formulas, and
              information of any name, nature, or description, whether or not
              the same are reduced to writing or in machine-readable form which
              pertains thereto or is, in any way, connected therewith.

              During the course of your employment, you agree to follow all
              policies and procedures in regard to the handling, storage, and
              safekeeping of all Confidential Information.  Upon termination of
              your employment, you agree to promptly return to ABI, any and all
              Confidential Information and all abstracts, notes, memos,
              summaries, compilations, or other data, documents, or records in
              any way pertaining thereto.

              The provisions of this Section 7 shall not apply to information
              (a) that is known or available to the public (other than as a
              result of unauthorized disclosure by you); (b) that you received
              from a third party not in violation of a secrecy obligation with
              ABI; or (c) whose disclosure is required by law.
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       8.     Restrictive Covenants.   As a material inducement to ABI to
              employ you and in consideration for your access to Confidential
              Information and ABI's employees, vendors, customers, clients, and
              accounts, the adequacy of which is hereby acknowledged, you
              hereby covenant and agree that during the term of your employment
              by ABI and upon termination of that employment, for any reason
              whatsoever, for an additional period of  three (3) years
              thereafter, you will not either directly or indirectly, whether
              as an officer, shareholder, director, agent, employee,
              independent contractor, consultant, joint venturer, partner,
              trustee, beneficiary of any person, firm, corporation, trust, or
              other entity, or as an individual or otherwise, enter into or
              undertake the following without the express prior written consent
              of ABI:

              a.     Establish or enter into any business or enterprise which
                     offers products or services of the type or nature provided
                     by ABI in competition with ABI.

              b.     Canvass or solicit any customer, client, account, or
                     prospect of ABI with which you have had personal contact
                     or an established business relationship in the course of
                     your employment with ABI to the extent such canvassing or
                     solicitation is for the purpose or with the intent of
                     marketing, offering, or providing products or services of
                     the type or nature provided or sold by ABI.

              c.     Directly or indirectly accept or receive any payment or
                     other compensation for any product or service of the type
                     or nature provided by ABI at your date of termination from
                     any customer, client, account, or prospect of ABI with
                     which you had personal contact or an established business
                     relationship in the course of your employment with ABI.

              d.     Authorize, aid or assist any person, firm or corporation,
                     other than ABI, to market, offer or provide any products
                     or services of the type or nature of the products or
                     services provided by ABI to any customer, client, or
                     account of ABI with which you have had personal contact or
                     an established business relationship in the course of your
                     employment with ABI.

              e.     Directly or indirectly request, advise, or in any way
                     encourage or solicit any client, customer, or account with
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                     which ABI has an established business relationship and
                     with whom you have had personal contact or an established
                     business relationship in the course of your employment
                     with ABI to cancel, terminate, or otherwise modify or
                     curtail any such contract, agreement or relationship.

              f.     Directly or indirectly induce or attempt to influence any
                     employee or independent contractor of ABI with whom you
                     have had personal contact or an established business
                     relationship in the course of your employment with ABI, to
                     terminate their employment or contract relationship with
                     ABI.

       9.     Remedies in the Event of Breach/Specific Performance.

              The parties acknowledge that ABI's remedies at law for breach of
              the covenants contained in Sections 7 and 8 are inadequate, that
              irreparable harm is likely to result in the event of a breach of
              such covenants and that monetary damage alone will not compensate
              for such damage.  Therefore, you waive any and all defenses that
              an adequate remedy at law exist in the event of any action by ABI
              to enforce any one or more of said covenants and agrees that ABI
              shall be entitled to injunctive relief, as well as such other
              relief as may be available at law or in equity.

       10.    Change in Control.

              a.     A "Change in Control" shall be deemed to have occurred if
                     the conditions set forth in any one of the following
                     paragraphs shall have been satisfied:

                     (i)    a merger, consolidation or other combination of ABI
                            with or into any other corporation if ABI is not a
                            surviving entity; or

                     (ii)   the stockholders of ABI approve (a) a plan of
                            complete liquidation by ABI or (b) an agreement for
                            the sale or disposition by ABI of all or
                            substantially all ABI's assets; or

                     (iii)  the acquisition, subsequent to the date of this
                            Agreement, directly or indirectly, by any person,
                            entity or group of persons of ownership of the
                            power to vote
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                            in excess of fifty percent (50%) of the voting
                            securities of ABI; or

                     (iv)   any other event, including, but not limited to, the
                            matters set forth in (i) through (iii) above which
                            shall have the effect of vesting effective control
                            of the business and affairs of ABI in a person,
                            entity or group of persons other or different than
                            the present stockholders of ABI, or which shall
                            have the effect of causing a change in management
                            of ABI or in a majority of its Board of Directors.

              b.     If a "Change of Control" is deemed to have occurred, then
                     and in that event, if you are not employed by ABI or any
                     successor company or acquirer for any reason after a
                     period of twelve (12) months after any of the events
                     described in (i), (ii), (iii), or (iv) of this Paragraph,
                     then you shall be entitled to receive the following:

                     (i)    direct severance pay equal to a minimum of an
                            amount equal to two (2) times the sum of (x) your
                            annual Base Salary plus (y) your highest annual
                            Bonus in the three (3) year period immediately
                            preceding the Change in Control; and

                     (ii)   all outstanding equity incentive awards including
                            stock options shall immediately vest and shall
                            remain exercisable for a period of ninety (90) days
                            from the date of the separation from ABI or its
                            successor or acquirer or, if earlier, until the end
                            of the option term; and

                     (iii)  all other compensation to which you are owed at the
                            time of the termination of your employment.

       11.    Entire Agreement.  This Letter supersedes and replaces all prior
              agreements or understandings and constitutes the entire agreement
              between the parties with respect to your employment by ABI.
              There are no other agreements, understandings, or representations
              whether written or oral between the parties, except to the extent
              the same are set forth herein.
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       12.    Severability.  Invalidity of any provision of this Letter
              including, but not limited to any provision of Sections 7 or 8 or
              any of the separately enumerated subparts of Section 8 shall not
              render invalid any of the other provisions of this Letter,
              including any of the other provisions of said sections and/or
              their specifically enumerated subparts.

       13.    Survival.  The provisions of this Letter, which by their terms
              contemplate action, performance, or obligations which are to
              occur after or extend beyond termination of your employment shall
              survive termination of your employment and be enforceable in
              accordance with their terms.

       14.    Nebraska Law.  The parties agree that the employment relationship
              created by this Letter of Understanding shall be governed by and
              construed according to the laws of the State of Nebraska.

       15.    Amendment.  This Agreement may be amended only by written
              agreement between the parties.



                                           Very truly yours,

                                           Vinod Gupta



                                                  
                                           -----------------------------------
                                           Chairman of the Board of Directors


Accepted this 1st day of
October, 1997.


By:                                
   --------------------------------
       Gregory F. Back