<PAGE>

                                                                   EXHIBIT 10.59

                          STRATEGIC ALLIANCE AGREEMENT

      This Strategic Alliance Agreement ("Agreement") is entered into as of the
___ day of October, 2001 (the "Effective Date"), between Fidelity National
Information Solutions, Inc. ("Fidelity"), with offices at 4050 Calle Real, Santa
Barbara, California 93110, and LexisNexis, a division of Reed Elsevier, Inc.
("LexisNexis"), with offices at 9443 Springboro Pike, Miamisburg, Ohio 45342.

      WHEREAS, LexisNexis has developed and continues to develop a national real
estate data base;

      WHEREAS, Fidelity also has access to real estate records and is able to
procure such records on a cost effective basis for inclusion in the national
real estate data base developed by LexisNexis;

      WHEREAS, Fidelity and LexisNexis each wish to contribute certain tangible
and intangible assets, and otherwise work together in good faith, to enhance,
manage, update, market, sell and jointly own the national real estate data base
developed by LexisNexis;

      WHEREAS, LexisNexis has succeeded to the rights and obligations of Mead
Data Central, Inc. under the Data Conversion Agreement with IDM Manila for the
fabrication and processing of data;

      WHEREAS, LexisNexis entered into the Programming and Support Agreement
with IDM Manila;

      WHEREAS, LexisNexis entered into the Data License Agreement with IDM US,
whereby LexisNexis granted IDM US a non-exclusive license to distribute its
national real estate data base on a limited basis;

      WHEREAS, LexisNexis also entered into the Brokerage Agreement with IDM US
to retain IDM US to identify and solicit prospective bulk license customers for
the national real estate data base developed by LexisNexis; and

      WHEREAS, in order to accomplish the objectives of Fidelity and LexisNexis
with respect to the national real estate data base, the parties will amend the
existing agreements between LexisNexis and IDM Manila and IDM US in accordance
with this Agreement.

      Accordingly, in consideration of the mutual agreements hereinafter set
forth, Fidelity and LexisNexis agree as follows:


CONFIDENTIAL                         Page 1

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      1. DEFINITIONS.

      In this Agreement, capitalized terms shall have the meanings specified or
referred to in Exhibit A hereto and such meanings shall be equally applicable to
both the singular and plural forms.

      2. STRATEGIC ALLIANCE.

      Fidelity and LexisNexis agree to work together in good faith to enhance,
manage, update, market, sell and jointly own the national real estate data base
developed by LexisNexis (the parties' collaborative effort is sometimes referred
to herein as the "Strategic Alliance"). The data base which is the subject of
the Strategic Alliance is referred to herein as the "Master Data Base" and shall
be comprised of the Core Data Elements.

      3. FIDELITY EQUITY CONTRIBUTION.

      In consideration of the agreements made by LexisNexis herein, Fidelity or
its designee shall pay LexisNexis (in addition to the other amounts specified in
this Agreement) the sum of $4,500,000 (the "Equity Contribution"), payable in
the following five installments: (a) $300,000 upon the execution and delivery of
this Agreement, (b) $600,000 upon the first anniversary of the Effective Date,
(c) $900,000 upon the second anniversary of the Effective Date, (d) $1,200,000
upon the third anniversary of the Effective Date; and (e) $1,500,000 upon the
fourth anniversary of the Effective Date. Fidelity may, in its sole discretion,
accelerate the payment of the Equity Contribution.

      4. POST EXECUTION AMENDMENTS TO IDM AGREEMENTS.

      Promptly after the Effective Date, LexisNexis and Fidelity shall enter
into the following agreements: (a) an agreement with IDM US to amend the license
fee provisions of the Data License Agreement such that IDM US shall be obligated
to pay $354,000 on or before July 1, 2002 (which amount has been prepaid by IDM
US prior to the execution of this Agreement) and $354,000 on or before July 1,
2003, with no obligation by IDM US to pay license fees thereafter through
December 31, 2005, and (b) an agreement with IDM US to amend the Brokerage
Agreement to provide for (i) the allocation of revenues from Bulk Licenses in
accordance with Section 14.3 below, (ii) the elimination of any adjustments to
commissions paid IDM US based on certain Bulk License revenue targets, (iii) the
conclusion of the term of the Brokerage Agreement on the later of December 31,
2005 (the current conclusion of the term under the Brokerage Agreement) or the
termination of this Agreement, and (iv) commencing on the third anniversary of
this Agreement, LexisNexis and Fidelity shall each be responsible on an equal
basis for all liabilities arising under all Bulk Licenses, other than
liabilities arising from intentional misconduct. In addition, LexisNexis and
Fidelity shall, to the extent necessary, use their best efforts to enter into
agreements with IDM Manila to amend the Data Conversion



                                     Page 2

<PAGE>
Agreement and the Programming and Support Agreement to accommodate Fidelity's
rights under this Agreement. The amendments identified in the preceding sentence
are collectively referred to as the "IDM Amendments". Notwithstanding anything
to the contrary above, the IDM Amendments shall be binding between the parties
during the term of this Agreement, including the period between the Effective
Date and the execution and delivery of the IDM Amendments.

      5. COMPOSITION OF MASTER DATA BASE AND COPIES THEREOF.

            5.1 COMPOSITION OF MASTER DATA BASE. The Master Data Base initially
will be comprised of the Existing Core Record Data Elements. The parties may
also mutually agree from time to time to fabricate and incorporate Additional
Core Record Data Elements or Supplemental Core Record Data Elements into the
Master Data Base. LexisNexis represents and warrants that it has procured the
Existing Core Records which are identified in Exhibit B from public and other
third party sources (the "LexisNexis Sources") for the Existing Counties and
further represents and warrants, subject to Section 20.3 below, that it has
engaged IDM Manila to fabricate the Existing Core Record Data Elements into the
Master Data Base as of the Effective Date.

            5.2 COPIES OF MASTER DATA BASE. Within three (3) days after the
Effective Date, LexisNexis shall deliver to Fidelity a complete copy of the
Master Data Base as it exists on the Effective Date. Following the Effective
Date and continuing through the Vesting Date, LexisNexis shall (i) fabricate the
Core Data Elements related to each Existing, In-Process and Expansion County as
well as all Updates to the same, in a timely manner consistent with LexisNexis'
past practices, and (ii) deliver to Fidelity such Core Data Elements promptly
after fabrication is completed. Following the Vesting Date, the parties shall be
jointly responsible for the fabrication and delivery of the Core Data Elements.
At all times during the term of this Agreement, Fidelity and its Affiliates, and
LexisNexis and its Affiliates, shall each maintain copies of the Master Data
Base on their respective servers and may use the Master Data Base for any lawful
purpose subject to the terms, conditions and restrictions set forth in this
Agreement.

      6. OWNERSHIP OF MASTER DATA BASE AND LICENSE TO FIDELITY.

            6.1 PRIOR TO VESTING DATE. At all times prior to the Vesting Date,
the Master Data Base shall be owned solely by LexisNexis; provided, however,
that during the period commencing on the Effective Date and expiring on the
Vesting Date or on the earlier termination of this Agreement (and in the event
of such early termination, subject to Fidelity's right to extend the license
term in accordance with Section 16.2.3 below), LexisNexis hereby grants Fidelity
and its Affiliates a license to use the Master Data Base for any lawful purpose,
subject to Sections 9 and 14.2 below and the other terms and conditions of this
Agreement. In this regard, Fidelity and LexisNexis, and their respective
Affiliates, shall each be entitled to



                                     Page 3

<PAGE>
create and sell Derivative Products, and to sub-license the Master Data Base or
any portion thereof, in each case subject to the terms and conditions of this
Agreement. The license granted by LexisNexis to Fidelity and its Affiliates
pursuant to this Section 6.1 shall be effective immediately upon the Effective
Date without any further action by the parties.

            6.2 ON AND AFTER VESTING DATE. On and after the Vesting Date, the
Master Data Base shall become a joint work of LexisNexis and Fidelity and they
shall each own an undivided 50 percent ownership interest in the entire Master
Data Base and any portion thereof. The transfer of the undivided 50 percent
ownership interest to Fidelity contemplated by this Section 6.2 shall take
effect automatically on the Vesting Date without further action by the parties,
and their relationship thereafter with respect to the Master Data Base shall be
that of joint owners. As co-owners of the Master Data Base after the Vesting
Date, Fidelity and LexisNexis, and their respective Affiliates, shall each be
entitled to continue to maintain separate copies of the Master Data Base, to use
the Master Data Base for any lawful purpose, to create Derivative Products and
to license the Master Data Base or any portion thereof, in each case subject to
the terms and conditions of this Agreement.

      7. CREATION AND OWNERSHIP OF NON-CORE RECORDS AND NON-CORE DATA ELEMENTS.

            7.1 NON-CORE RECORDS AND NON-CORE DATA ELEMENTS. Fidelity and
LexisNexis may each, independently of each other and the Strategic Alliance, and
either alone or in conjunction with third persons or entities, (i) procure
Non-Core Records, and/or (ii) fabricate Non-Core Data Elements. All such
Non-Core Records and/or Non-Core Data Elements shall be maintained by the
procuring party separate and apart from the Master Data Base. Fidelity and
LexisNexis acknowledge that either party may use IDM Manila to fabricate the
Non-Core Records and/or Non-Core Data Elements; provided, however, that such use
of IDM Manila does not delay, disrupt or negatively impact the fabrication of
the Master Data Base in accordance with the Data Conversion Agreement and the
Programming and Support Agreement. The party that has procured, fabricated and
paid for the Non-Core Records and/or Non-Core Data Elements shall, as between
the parties, own such Non-Core Records and Non-Core Data Elements exclusively,
and such Non-Core Records and Non-Core Data Elements shall not be part of the
Strategic Alliance; provided, however, that products or services derived from
Non-Core Records and/or Non-Core Data Elements that in any way utilize all or
any portion of the Master Data Base shall be deemed a Derivative Product and
subject to the provisions of this Agreement. Further, the party that created and
owns the Non-Core Records and Non-Core Data Elements shall, as between the
parties, be solely responsible for maintaining and Updating such Non-Core
Records and Non-Core Data Elements.


                                     Page 4
<PAGE>

      8. CREATION AND OWNERSHIP OF DERIVATIVE PRODUCTS.

      Subject to Section 9 below and the other applicable terms and conditions
of this Agreement, Fidelity and LexisNexis may each create and sell Derivative
Products. The party that has created the Derivative Product, as between the
parties, owns such Derivative Product exclusively. Further, the party that
created and owns the Derivative Product shall, as between the parties, be solely
responsible for maintaining such Derivative Product.

      9. EXCLUSIVITY.

      Fidelity and LexisNexis acknowledge and agree that key objectives of the
Strategic Alliance are to create and enhance a national real estate data base
which each party may use for its own business purposes and to enable each party
to compete more effectively in its respective historical core markets through
efficiencies and costs savings to be achieved through their collaborative
efforts. The parties make the agreements set forth in this Section 9 in
furtherance of these objectives. For purposes of this Section 9, the parties
acknowledge that (a) LexisNexis has created and intends to create Derivative
Products utilizing the applications identified in Exhibit C hereto (the
"LexisNexis Core Applications") and markets and intends to market such
Derivative Products to the users and/or the markets identified on Exhibit C
hereto (the "LexisNexis Core Users/Markets"), and (b) that Fidelity has created
and intends to create Derivative Products for use in connection with and/or the
facilitation of a real estate transaction (the "Fidelity Core Applications") and
markets and intends to market such Derivative Products to any person or entity
involved in a real estate transaction (the "Fidelity Core Users/Markets").

            9.1 CREATION OF COMPETITIVE DATA BASE. Fidelity and LexisNexis each
agree that they will not, either directly or through an Affiliate, create a
national real estate data base which directly or indirectly competes with, or is
designed to compete with, the Master Data Base. Notwithstanding anything to the
contrary in the preceding sentence, (a) each party will have the right to
procure and fabricate Non-Core Records and/or Non-Core Data Elements subject to
the terms and conditions of this Agreement; and (b) any existing data base in
which either party has an interest; including without limitation, (i) the title
plant data and data bases in which Fidelity or its Affiliates have an interest,
and the expansion of such data bases, and (ii) the extensive data bases and/or
information sources that comprise the totality of the LexisNexis data warehouse,
shall be excluded from the provisions of this Section 9 and the other provisions
of this Agreement.

            9.2 MARKETING DERIVATIVE PRODUCTS. Fidelity agrees that it will not
directly or indirectly market, license or sell any Derivative Product that is
substantially similar to the LexisNexis Core Applications to the LexisNexis Core
Users/Markets; provided, however, that Fidelity may market, license and sell any


                                     Page 5
<PAGE>

Derivative Product that is a Fidelity Core Application to the LexisNexis Core
Users/Markets. LexisNexis agrees that it will not directly or indirectly market,
license or sell any Derivative Product that is substantially similar to the
Fidelity Core Applications to the Fidelity Core Users/Markets; provided,
however, that LexisNexis may market, license and sell any Derivative Product
that is a LexisNexis Core Application to the Fidelity Core Users/Markets. Except
as expressly qualified in this Section 9, neither party shall be restricted from
marketing and selling Derivative Products to any person or entity, user or
market that is not a LexisNexis Core User/Market or a Fidelity Core User/Market.
In addition, any product derived by a party solely from Non-Core Records and/or
Non-Core Data Elements, and therefore not a Derivative Product, shall not be
subject to the restrictions set forth in this Section 9. Neither party will,
either directly or through an Affiliate, market, license or sell the Master Data
Base or any Derivative Product to a third party for the purpose of circumventing
the provisions of Sections 9.1 or 9.2.

      10. EXPANSION AND UPDATING OF MASTER DATA BASE.

            10.1 IDM MANILA SERVICES. LexisNexis is utilizing and will continue
to utilize IDM Manila in accordance with the Data Conversion Agreement and the
Programming and Support Agreement to fabricate Core Data Elements for the
expansion and updating of the Master Data Base. If, prior to the Vesting Date,
the Data Conversion Agreement and/or the Programming and Support Agreement
expire (and are not renewed) or are terminated in accordance with their
respective terms, LexisNexis and Fidelity shall, in good faith, cooperate with
each other and use best efforts to identify and retain a qualified provider to
perform fabrication services for the Master Data Base; provided, however, that
LexisNexis shall make the final determination to enter into any contract with
any new fabrication service provider for the period prior to the Vesting Date.
Following the Vesting Date, any change in the fabrication service provider shall
be subject to the mutual agreement of Fidelity and LexisNexis.

            10.2 IN-PROCESS EXPANSION OF MASTER DATA BASE. LexisNexis represents
and warrants that it is in the process of procuring Core Records from LexisNexis
Sources and/or fabricating the Core Data Elements with IDM Manila for the
In-Process Counties and that LexisNexis intends to complete the fabrication of
such Core Data Elements using commercially reasonable efforts and consistent
with its past practice.

            10.3 FUTURE EXPANSION OF MASTER DATA BASE. Fidelity and LexisNexis
agree to work together to procure Core Records for the Initial Expansion
Counties during the first year of this Agreement and further agree that they
will utilize IDM Manila to fabricate the Core Data Elements for inclusion in the
Master Data Base within such time periods as are consistent with past practices,
or such other time periods mutually agreed upon by the parties. In addition,
Fidelity and


                                     Page 6
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LexisNexis agree that at the commencement of 2002, they will work together to
select Additional Expansion Counties from Exhibit D for inclusion in the Master
Data Base, taking into consideration both data availability and Procurement
Costs. The parties further agree that at the commencement of each contract year
during the term of this Agreement after 2002 (or at such other time mutually
agreed to by the parties), they will work together to select Additional
Expansion Counties for inclusion in the Master Data Base. For contract years
commencing in 2003 and thereafter, the parties may identify Additional Expansion
Counties from Exhibit D or from other sources for inclusion in the Master Data
Base, taking into consideration data availability and Procurement Costs.
Promptly after the parties agree to include such Additional Expansion Counties
in the Master Data Base, such counties shall be listed in Exhibit D-1 to this
Agreement."

            10.4 UPDATES. Fidelity and LexisNexis agree to work together to
update the Core Data Elements for the Core Records in each county maintained in
the Master Data Base (whether an Existing County, an In-Process County or an
Expansion County). Prior to the Vesting Date, (a) the Core Data Elements
relating to the Core Records shall be updated by LexisNexis using commercially
reasonable efforts and consistent with its past practice, unless otherwise
mutually agreed, and (b) LexisNexis shall deliver to Fidelity Updates to the
Master Data Base promptly after they become available. Following the Vesting
Date, the parties shall work together in good faith to Update the Master Data
Base consistent with past practices or in such other manner mutually agreed to
by the parties.

      11. ALLOCATION OF COSTS AND EXPENSES PRIOR TO THE VESTING DATE. Prior to
the Vesting Date, the parties' respective obligations with respect to the costs
and expenses associated with the Master Data Base shall be as follows:

            11.1 EXISTING COUNTIES -- PROCUREMENT COSTS. With respect to any
Updates for any Existing County, Fidelity shall, promptly after receipt of
LexisNexis' request, notify LexisNexis of Fidelity's Procurement Costs necessary
to make such Updates from public, third party or inter-company sources
("Fidelity Sources") for inclusion in the Master Data Base. LexisNexis shall use
reasonable commercial efforts to procure such Core Records from LexisNexis
Sources or Fidelity Sources, or a combination thereof, in its sole discretion.
LexisNexis shall be responsible for costs incurred to procure Updates for
Existing Counties. Exhibit E hereto identifies LexisNexis' current Procurement
Costs and Fabrication Costs.

            11.2 IN-PROCESS COUNTIES -- PROCUREMENT COSTS. With respect to (i)
the initial inclusion of each In-Process County in the Master Data Base, to the
extent LexisNexis has not already procured the Core Records for such county, or
(ii) any Update for each In-Process County, Fidelity shall, promptly after
receipt of LexisNexis' request, notify LexisNexis of Fidelity's cost to procure
the Core Records necessary to make such inclusion of the Core Records or Updates
from the Fidelity Sources. LexisNexis shall use reasonable commercial efforts to
procure such Core


                                     Page 7
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Records from LexisNexis Sources or Fidelity Sources, or a combination thereof,
as appropriate to reduce Procurement Costs. LexisNexis shall be responsible for
Procurement Costs incurred for Core Records and Updates for the In-Process
Counties.

            11.3 EXPANSION COUNTIES -- PROCUREMENT COSTS. With respect to the
initial inclusion of each Expansion County in the Master Data Base or any
subsequent Update of for the Expansion Counties, LexisNexis shall pay the
Procurement Costs incurred for the Core Records from Fidelity Sources,
LexisNexis Sources, or a combination thereof, as appropriate to reduce
Procurement Costs, and Fidelity shall reimburse LexisNexis 50 percent of such
Procurement Costs.

            11.4 EXISTING AND IN-PROCESS COUNTIES -- FABRICATION COSTS. With
respect to each Existing County and each In-Process County, LexisNexis shall be
responsible for the Fabrication Costs, including Fabrication Costs relating to
each Update for such county.

            11.5 EXPANSION COUNTIES -- FABRICATION COSTS. With respect to each
Expansion County, LexisNexis shall be responsible for the Fabrication Costs and
Fidelity shall reimburse LexisNexis 50 percent of such Fabrication Costs.

            11.6 ALLOCATION OF OPERATIONAL OVERHEAD EXPENSES PRIOR TO THE
VESTING DATE. Prior to the Vesting Date, LexisNexis shall be responsible for the
LexisNexis Overhead Expenses and Fidelity shall be responsible for the Fidelity
Overhead Expenses. Notwithstanding the preceding sentence, Fidelity and
LexisNexis shall cooperate in good faith to review and mutually pre-approve any
pre-Vesting Date increases to the Fidelity Overhead Expenses or the LexisNexis
Overhead Expenses that directly result from the addition of Expansion Counties
to the Master Data Base. The parties shall each pay 50 percent of any such
pre-approved increases to the Fidelity Overhead Expenses or the LexisNexis
Overhead Expenses.

      12. ALLOCATION OF COSTS AND EXPENSES FOLLOWING THE VESTING DATE.

      Following the Vesting Date and continuing through the termination of this
Agreement, Fidelity and LexisNexis shall each pay 50 percent of (i) all
Procurement Costs for the Core Records, (ii) all Fabrication Costs for the Core
Data Elements; and (iii) all Combined Overhead Expenses for the Master Data Base
whether incurred in connection with Existing Counties, In-Process Counties, or
Expansion Counties and whether related to the initial inclusion of a county in
the Master Data Base or with respect to an Update; provided, however, that any
increase in the Combined Overhead Expenses that is not an Anticipated Overhead
Adjustment must be mutually reviewed and approved by both parties prior to the
incurrence of such increased expense.


                                     Page 8
<PAGE>

      13. BUDGET/COST REIMBURSEMENT PROCEDURES/GOOD FAITH EFFORTS.

            13.1 BUDGET. LexisNexis and Fidelity shall confer in person or via
telephone at least two weeks prior to each December 31 and June 30 during the
term of this Agreement or, if the parties so agree, once a year at the beginning
of each calendar year, to agree upon and prepare a budget (the Budget") on an
accrual basis for the upcoming six-month period or one-year period if the
parties have agreed to meet once per year. The Budget shall address Procurement
Costs, Fabrication Costs, LexisNexis Overhead Expenses and Fidelity Overhead
Expenses which are to be paid or reimbursed in part by the other party. The
Budget as agreed upon by the parties shall be set forth in writing prior to the
upcoming six-month or one-year period, as the case may be, and may be modified
from time to time by mutual agreement of the parties. LexisNexis and Fidelity
will each use reasonable commercial efforts to operate within the Budget. In the
event that any Budget item exceeds or is expected to exceed the amount allotted
for such item in the Budget by an amount of $10,000 or more during the period
covered by the Budget, or if new expense items in the aggregate amount of
$10,000 or more arise during the period covered by the Budget, the party that is
responsible for such Budget item shall promptly notify the other party and the
parties shall discuss such item(s) and use good faith efforts to agree on the
necessity and amount of such expenditure.

            13.2 COST REIMBURSEMENT. Each party that has incurred Procurement
Costs, Fabrication Costs or a portion of the Combined Overhead Expenses in
accordance with this Agreement and the Budget prepared in accordance with
Section 13.1 (the "Paying Party") shall prepare a monthly statement which
identifies such costs in reasonable detail and shall submit such statement to
the other party, which shall then pay its 50 percent share of the costs
identified in the statement to the Paying Party within thirty (30) days after it
receives such statement. The parties shall work together in good faith to
resolve any objections to the written statement of costs. Notwithstanding
anything to the contrary contained herein, Fidelity and LexisNexis shall work
together in good faith to improve efficiencies and reduce costs with respect to
each party's operations that are mutually beneficial and necessary for (a)
maintaining, updating and expanding the Master Data Base, and (b) maximizing
Bulk License profitability.

      14. BULK LICENSING OF MASTER DATA BASE.

            14.1 IDM US SERVICES. During the term of this Agreement, any
solicitation and issuance of a Bulk License by either LexisNexis or Fidelity
shall be performed exclusively by IDM US in accordance with the Brokerage
Agreement as amended, subject to Section 14.3 below. In the event the Brokerage
Agreement expires or is terminated in accordance with its terms, the parties
shall appoint a new representative to replace IDM US who shall be acceptable to
both parties in their reasonable discretion.


                                     Page 9
<PAGE>

            14.2 APPROVAL OF BULK LICENSING TERMS AND LIMITED RESTRICTIONS ON
BULK LICENSING. Throughout the term of this Agreement, the parties agree to work
in good faith to ensure that the best business interests of each party and of
the Strategic Alliance are considered prior to entering into any new Bulk
Licensing agreements for the Master Data Base. Subject to the restrictions set
forth in this Section 14.2, prior to the Vesting Date, LexisNexis shall (a) in
its reasonable discretion, approve or disapprove the terms of any new Bulk
Licensing agreements for the Master Data Base, provided that such approval shall
not be unreasonably withheld or delayed, and (b) use best efforts to enforce the
terms and conditions of all Bulk License Agreements. Following the Vesting Date,
Fidelity and LexisNexis shall (a) jointly approve the terms of any new Bulk
Licensing agreement for the Master Data Base, provided that such approval shall
not be unreasonably withheld or delayed by either party, and (b) use their
respective best efforts to enforce the terms and conditions of all Bulk License
agreements. Notwithstanding anything contained herein to the contrary, neither
party shall, without the written consent of the other party, Bulk License the
Master Data Base to any of the entities specified in Exhibit H to this Agreement
or to any of such entities' Affiliates or successors in interest or their
respective successors in interest. Prior to the Vesting Date, LexisNexis may add
other entities to Exhibit H in its sole discretion, subject only to its good
faith obligation set forth in the first sentence of this Section 14.2. After the
Vesting Date, either LexisNexis or Fidelity may from time to time add additional
entities to Exhibit H, subject to the approval of the other party, which
approval shall not be unreasonably withheld or delayed.

            14.3 ALLOCATION OF BULK LICENSING REVENUES AND EXPENSES. During the
Initial Term:

                  14.3.1 EXISTING BULK LICENSE CUSTOMERS. All Revenues generated
      from Bulk License agreements with respect to the Master Data Base with
      Existing Customers that are in effect as of the Effective Date, including
      any revenues generated from any renewals of such Bulk License agreements,
      shall, at all times, continue to be allocated 70 percent to LexisNexis and
      30 percent to IDM US (or its successors).

                  14.3.2 NEW BULK LICENSE CUSTOMERS. All Revenues generated
      prior to the Vesting Date from New Customers shall be allocated (a) 70
      percent to LexisNexis and 30 percent to IDM US (or its successors) for the
      portion of the term of such Bulk License which is in effect during the
      first year of the Initial Term, (b) 60 percent to LexisNexis and 40
      percent to IDM US (or its successors) for the portion of the term of such
      Bulk License which is in effect during the second and third years of the
      Initial Term, and (c) 50 percent to LexisNexis and 50 percent to IDM US
      (or its successors) for the portion of the term of such Bulk License which
      is in effect during the fourth year of the Initial Term.


                                    Page 10
<PAGE>

                  14.3.3 ALLOCATION OF BULK LICENSE REVENUE AFTER THE VESTING
      DATE. All Revenues generated on or after the Vesting Date from Bulk
      License agreements with Existing Customers or renewals thereof shall
      continue to be allocated 70 percent to LexisNexis and 30 percent to IDM US
      (or its successors). All revenues generated on or after the Vesting Date
      from Bulk License agreements with New Customers or renewals thereof shall
      be allocated 50 percent to LexisNexis and 50 percent to IDM US (or its
      successors).

                  14.3.4 DERIVATIVE PRODUCTS EXCLUDED. For purposes of
      clarification, Fidelity and LexisNexis acknowledge and agree that a sale
      by either party of Derivative Products shall not be deemed a Bulk License
      and shall be excluded from the Bulk License revenue sharing provisions set
      forth in this Section 14.

                  14.3.5 REPORTS AND DISBURSEMENTS FOR BULK LICENSE REVENUE. The
      parties shall prepare and furnish reports of Bulk License Revenues and
      allocate such Revenues in accordance with past practices and the Brokerage
      Agreement.

            14.4 LICENSES OF NON-CORE RECORDS AND NON-CORE DATA ELEMENTS. Each
party may license the Non-Core Records and/or Non-Core Data Elements which it
owns separately from the Master Data Base. Licenses of Non-Core Records and/or
Non-Core Data Elements may be made to the same customers that obtain Bulk
Licenses for the Master Data Base or to other customers, provided that such
licenses shall be made pursuant to a separate agreement which shall specify
separate price terms and other terms as appropriate.

      15. APPOINTMENT OF COMPANY REPRESENTATIVES.

      LexisNexis and Fidelity shall each appoint one individual to act as its
representative in connection with the development, storage, security, use and
other matters related to the Master Data Base and the Bulk License process
("Company Representative"). Each party's Company Representative will be
authorized to act for and on behalf of the party which he or she represents in
day-to-day matters arising in connection with this Agreement and the Strategic
Alliance and, upon reasonable request by the other party, will arrange for such
other party to have access to qualified personnel for such matters. In addition,
such individuals will be charged with, among other things, overseeing compliance
with this Agreement and ensuring the overall success of the Strategic Alliance,
protecting and preserving the rights and interests of the respective parties to
this Agreement, adding Core Records and Core Data Elements to the Master Data
Base, prioritizing Expansion Counties, ensuring that Procurement Costs and
Fabrication Costs are minimized, improving efficiencies and reducing costs with
respect to each party's operations that are mutually beneficial and necessary in
maintaining, updating and expanding


                                    Page 11
<PAGE>

the Master Data Base, maintaining good relations with IDM US and IDM Manila and
acting in the utmost good faith, including in connection with any dispute that
may arise between the parties.

      16. TERM AND TERMINATION.

            16.1 INITIAL TERM. The initial term of this Agreement will be for a
period of ten (10) years ("Initial Term"). The Initial Term will automatically
renew for additional successive periods of three (3) years each, unless either
party provides the other party with written notice of its intent not to renew
this Agreement within twelve (12) months prior to the expiration of the Initial
Term or any renewal term, as the case may be. The Initial Term or any renewal
thereof will be subject to prior termination as provided in this Section 16.

            16.2 TERMINATION PRIOR TO VESTING DATE.

                  16.2.1 At any time during the first two years after the
      Effective Date, Fidelity may terminate this Agreement for any reason.
      Further, at any time prior to the Vesting Date, either party may terminate
      this Agreement in the event (a) of the other party's bankruptcy or
      insolvency, or (b) in the event the other party is in material breach of
      this Agreement and such breach is not cured within a reasonable period of
      time after the breaching party's receipt of notice of the breach from the
      non-breaching party. Any notice of breach given under this Section 16
      shall describe the breach in sufficient detail to permit the party
      receiving such notice a reasonable opportunity to cure the breach.

                  16.2.2 In the event of any termination by Fidelity pursuant to
      the first sentence of Section 16.2.1 or by LexisNexis pursuant to the
      second sentence of Section 16.2.1, (i) Fidelity shall forfeit all monies
      paid to LexisNexis, including all installments of the Equity Contribution
      paid to LexisNexis prior to the date of termination, (ii) the license
      granted to Fidelity hereunder shall immediately terminate, (iii) any
      changes in the allocation of Bulk License revenue, including the
      allocations provided for in Section 14.3 above, shall terminate and such
      revenue allocation shall revert to a 70/30 split between LexisNexis and
      IDM US, respectively, (iv) all the IDM Amendments described in Section 4
      above will terminate and the terms of all such amended agreements shall
      revert to the terms in existence immediately prior to the Effective Date,
      (v) LexisNexis will continue to own 100 percent of the Master Data Base,
      with the exception that Fidelity will, unless such termination is due to a
      breach by Fidelity, retain a 50 percent ownership interest in the Core
      Records and Core Data Elements from the Expansion Counties as of the date
      of termination, (vi) each party will continue to own any Non-Core Records
      and Non-Core Data Elements it has created under Section 7.1 above, (vii)
      LexisNexis will continue to own any Derivative


                                    Page 12
<PAGE>

      Products it has created under Section 8 above, (viii) Fidelity will
      discontinue future licensing of Derivative Products it has created under
      Section 8 above, provided, however, that LexisNexis shall negotiate with
      Fidelity in good faith for the issuance of a license to Fidelity at market
      rates as required to support Fidelity's then existing use and licensing of
      its Derivative Products, and provided further that the determination as to
      whether to grant such a license shall be within LexisNexis' discretion,
      and (ix) each party will adhere to such other terms and conditions as the
      parties shall mutually agree, including with respect to good faith
      cooperation in unwinding their joint operations conducted under this
      Agreement.

                  16.2.3 In the event of a termination by Fidelity pursuant to
      the second sentence of Section 16.2.1, (i) the license granted to Fidelity
      hereunder shall continue in perpetuity for no additional consideration,
      unless such termination is pursuant to clause (a) of the second sentence
      of Section 16.2.1, in which case Fidelity (or its successor in interest)
      shall, in order to obtain such perpetual license, be obligated to pay
      LexisNexis (or its successor in interest) the payments set forth in
      Section 3 above in accordance with the schedule set forth therein, (ii)
      LexisNexis will continue to own 100 percent of the Master Data Base, with
      the exception that Fidelity will retain a 50 percent ownership interest in
      the Core Records and Core Data Elements from the Expansion Counties as of
      the date of termination, (iii) each party will continue to own any
      Non-Core Records, Non-Core Data Elements and Derivative Products it has
      created under Sections 7.1 and 8 above, respectively, (iv) each party will
      be responsible for all future procurement, fabrication and overhead costs
      related to expanding, enhancing, maintaining and operating its copies of
      the Master Data Base, (v) all Bulk License revenue sharing arrangements
      between Fidelity and LexisNexis under agreements with licensees in
      existence as of the date of termination shall survive such termination,
      and (vi) each party will adhere to such other terms and conditions as the
      parties shall mutually agree, including with respect to good faith
      cooperation in unwinding their joint operations conducted under this
      Agreement.

            16.3 TERMINATION FOLLOWING VESTING DATE. Following the Vesting Date
either party may terminate this Agreement in the event of (a) the other party's
bankruptcy or insolvency, or (b) in the event the other party materially
breaches this Agreement and fails to cure such breach within a reasonable period
of time after receipt of notice of breach from the other party. In the event of
any termination under the preceding sentence, (i) each party will continue to
own an undivided 50 percent ownership interest in the Master Data Base as of the
date of termination with all rights of such ownership as set forth in Section
6.2 above, including the right to maintain its own copy of the Master Data Base,
(ii) each party will continue to own any Non-Core Records, Non-Core Data
Elements and Derivative Products it has created under Sections 7.1 and 8 above,
respectively, (iii)


                                    Page 13
<PAGE>

each party will be responsible for all future procurement, fabrication and
overhead costs related to expanding, enhancing, maintaining and operating its
copies of the Master Data Base, (iv) unless otherwise mutually agreed, both
parties shall remain jointly obligated under any Bulk License agreements in
effect as of the date of termination, (v) unless otherwise mutually agreed, all
Bulk License revenue sharing arrangements between Fidelity and LexisNexis under
agreements with licensees in existence as of the date of termination shall
survive such termination, and (vi) each party will adhere to such other terms
and conditions as the parties shall mutually agree, including with respect to
good faith cooperation in unwinding their joint operations conducted under this
Agreement. Notwithstanding anything contained in Section 16.3 or this Section
16.4, Section 17.5 below shall apply in the event a party elects to terminate
this Agreement under Section 17 and Sections 16.3 and 16.4 shall have no
application in such event.

            16.4 EXPIRATION AFTER NOTICE OF INTENT NOT TO RENEW. In the event
either party shall have given notice of its intent not to renew this Agreement
in accordance with Section 16.1, this Agreement shall expire on the last day of
the Initial Term or the then current renewal term, as the case may be. After
such expiration date, (a) each party will continue to own an undivided 50
percent ownership interest in the Master Data Base as of the date of expiration
with all rights of such ownership as set forth in Section 6.2 above, including
the right to maintain its own copy of the Master Data Base, (b) each party will
continue to own any Non-Core Records, Non-Core Data Elements and Derivative
Products it has created under Sections 7.1 and 8 above, respectively, (c) each
party will be responsible for all future procurement, fabrication and overhead
costs related to expanding, enhancing, maintaining and operating its copies of
the Master Data Base, (d) unless otherwise mutually agreed, both parties shall
remain jointly obligated under any Bulk License agreements in effect as of the
date of termination, (e) unless otherwise mutually agreed, all Bulk License
revenue sharing arrangements between Fidelity and LexisNexis under agreements
with licensees in existence as of the date of termination shall survive such
termination, and (f) each party will adhere to such other terms and conditions
as the parties shall mutually agree, including with respect to good faith
cooperation in unwinding their joint operations conducted under this Agreement.

            16.5 REMEDIES CUMULATIVE. Notwithstanding anything contained in this
Section 16 to the contrary, in the event of termination by either party based on
the other party's breach, the non-breaching party shall be entitled to the
rights and remedies set forth in this Section 16, as well as any other rights
and remedies available to it by law or equity. The non-breaching party shall be
entitled to recover the direct damages it has incurred as a result of the other
party's breach through the end of the Initial Term or renewal term when the
breach occurred, as the case may be. In no event shall either party be liable to
the other party for special, incidental or consequential damages or for any
indirect damages such as, but not limited to, lost profits or revenues or
exemplary or punitive damages arising out of


                                    Page 14
<PAGE>

any claim, without regard to whether such damages were foreseeable or whether
the breaching party had been advised of the possibility of such damages.

      17. TRANSFER OF INTEREST.

            17.1 CERTAIN PROHIBITED AND PERMITTED TRANSFERS.

                  17.1.1 PROHIBITED TRANSFER. Except in connection with a
      Permitted Transfer (as hereinafter defined), neither party shall transfer
      or assign any interest in the Master Data Base to any entity identified in
      Exhibit H hereto or to any Affiliate of or successor in interest to such
      entity or to their respective successors in interest without obtaining the
      prior written consent of the other party, which consent may be granted or
      withheld in such party's sole discretion.

                  17.1.2 PERMITTED TRANSFERS. Subject to the rights of the
      parties to terminate this Agreement as set forth in Section 17.3 below,
      (i) LexisNexis may transfer or assign its interest in the Master Data Base
      and this Agreement to a party that acquires all or substantially all of
      the assets of the LexisNexis division or Reed Elsevier, Inc. or to a party
      that acquires 51 percent or more of the voting control of LexisNexis or
      Reed Elsevier, Inc. as a result of a stock acquisition or merger and (ii)
      Fidelity may transfer or assign its interest in the Master Data Base and
      this Agreement to a party that acquires all or substantially all of its
      assets or a party that acquires 51 percent or more of the voting control
      of Fidelity as a result of a stock acquisition or merger (both (i) and
      (ii) referred to herein as a "Permitted Transfer"). The third party to
      which such Permitted Transfer is made shall assume in writing all of the
      transferring party's obligations hereunder.

                  17.1.3 ASSIGNMENTS TO AFFILIATES. Either party may assign its
      rights in the Master Data Base and rights and obligations under this
      Agreement without the consent of the other party to any of the assigning
      party's Affiliates provided such Affiliate shall assume in writing all of
      the assigning party's obligations hereunder.

            17.2 NOTICE OF INTENDED TRANSFER. In the event (i) LexisNexis wishes
to transfer or assign at any time after the Effective Date its ownership
interest in the Master Data Base, or (ii) Fidelity wishes to transfer or assign
its ownership interest in the Master Data Base at any time after the Vesting
Date, such party (the "Offering Party") shall first provide the other party (the
"Non-Offering Party") with written notice of its intent to make such transfer or
assignment. The preceding notice requirement shall apply to all intended
transfers and assignments, including Permitted Transfers. The notice must name
the proposed transferee, set forth the transferee's address, and, except in the
case of a


                                    Page 15
<PAGE>

Permitted Transfer, specify the price for the interest and the terms and
conditions of such sale.

            17.3 OPTION TO PURCHASE OR TERMINATE. Except in the case of a
Permitted Transfer, the Non-Offering Party shall have the option to either (i)
purchase the Offering Party's interest in the Master Data Base in accordance
with Section 17.4 below or (ii) terminate this Agreement in accordance with
Section 17.6 below. In the case of a Permitted Transfer, the Non-Offering Party
shall have the option to terminate this Agreement in accordance with Section
17.6 below, but shall not have any option to purchase the Offering Party's
interest in the Master Data Base. Notwithstanding anything contained herein to
the contrary, the options set forth in this Section 17.3 shall not apply to any
Non-Core Records and/or Non-Core Data Elements owned by a party and such party
may transfer or assign such Non-Core Records and Non-Core Data Elements without
restriction.

            17.4 PURCHASE AND SALE OF INTEREST. In the event the Non-Offering
Party wishes to exercise its option to purchase the Offering Party's interest in
the Master Data Base, the Non-Offering Party shall give written notice of that
fact to the Offering Party within 30 days after receipt of the Offering Party's
notice, and the Offering Party shall sell such interest on the terms and
conditions and in the manner stated in the Offering Party's notice. The purchase
price for such interest shall be the same price that the third party purchaser
agrees to pay for the interest as stated in the Offering Party's notice;
provided, however, that the purchase price may, at the Non-Offering Party's
election, be paid by a down payment in cash of not less than twenty-five percent
(25%) of the full purchase price at the time of the closing, with the balance of
the purchase price to be represented by a promissory note bearing interest at
the higher of nine percent (9%) per annum or the lowest rate per annum which,
under the applicable provisions of the Internal Revenue Code, is sufficient to
avoid the imposition, directly or indirectly, of imputed interest. The principal
shall be payable in eighteen (18) equal monthly installments thereafter, with
the first such monthly payment due thirty (30) days after the date of such down
payment. Interest shall be paid monthly, with the first such monthly payment due
thirty (30) days after the date of such down payment.

            17.5 INTEREST NOT PURCHASED AND AGREEMENT NOT TERMINATED. Except in
the case of a Permitted Transfer, in the event the Non-Offering Party does not
exercise its option to purchase the Offering Party's interest or its option to
terminate this Agreement as set forth in Section 17.3, any interest in the
Master Data Base not purchased by the Non-Offering Party, during the period of
ninety (90) days beginning on the expiration of the option, may be sold to the
person(s) and on the terms specified in the Offering Party's initial notice to
the Non-Offering Party. Such acquiring person will receive and hold such
interest subject to all of the provisions and restrictions contained in this
Agreement. If not so sold, such interest shall remain subject to the
restrictions set forth in this Agreement as if no notice of intention to sell
had been given by the Offering Party.


                                    Page 16
<PAGE>

            17.6 EXERCISE OF OPTION TO TERMINATE. In the event the Non-Offering
Party wishes to exercise its option to terminate this Agreement as set forth in
Section 17.3 (including an option exercisable upon receipt of a notice of a
Permitted Transfer), it shall give written notice of that fact to the Offering
Party within 30 days after receipt of the Offering Party's notice and this
Agreement shall terminate on the date which is ninety (90) days after the date
of such written notice. In the event such termination date falls prior to the
Vesting Date, (a) Fidelity shall forfeit all monies paid to LexisNexis,
including all installments of the Equity Contribution paid to LexisNexis prior
to the date of termination, (b) the license granted to Fidelity hereunder shall
continue in perpetuity so long as Fidelity (or its successor in interest) pays
LexisNexis (or its successor in interest) the payments set forth in Section 3
above in accordance with the schedule set forth in Section 3, (c) LexisNexis (or
its successor in interest) will continue to own 100 percent of the Master Data
Base, with the exception that Fidelity (or its successor in interest) will
retain a 50 percent ownership interest in the Core Records and Core Data
Elements from the Expansion Counties as of the date of termination, (d) each
party (or its respective successor in interest) will continue to own any
Non-Core Records, Non-Core Data Elements and Derivative Products it has created
under Sections 7.1 and 8 above, respectively, (e) each party will be responsible
for all future procurement, fabrication and overhead costs related to expanding,
enhancing, maintaining and operating its copies of the Master Data Base, and (f)
each party will adhere to such other terms and conditions as the parties shall
mutually agree, including with respect to good faith cooperation in unwinding
their joint operations conducted under this Agreement. In the event such
termination date falls after the Vesting Date, each party (or its respective
successor in interest) will (a) continue to own an undivided 50 percent
ownership interest in the Master Data Base as of the date of termination with
all rights of such ownership as set forth in Section 6.2 above, including the
right to maintain its own copy of the Master Data Base, (b) continue to own any
Non-Core Records, Non-Core Data Elements and Derivative Products it has created
under Sections 7.1 and 8 above, respectively, (c) be responsible for all future
procurement, fabrication and overhead costs related to expanding, enhancing,
maintaining and operating its copies of the Master Data Base, and (d) adhere to
such other terms and conditions as the parties shall mutually agree, including
with respect to good faith cooperation in unwinding their joint operations
conducted under this Agreement.

      18. RECORDING KEEPING, INSPECTION AND RESOLUTION OF PAYMENT DISPUTES.

            18.1 DUTY TO KEEP ACCOUNTS. Each party shall at all times keep and
maintain an accurate account of all operations within the scope of this
Agreement for a period of at least four (4) years after the date of such
operations, including, without limitation, appropriate books of account and
records sufficient to identify (i) all Procurement Costs, Fabrication Costs and
Overhead Expenses


                                    Page 17
<PAGE>

incurred by such party and (ii) all revenues received by such party from Bulk
Licensing of the Master Data Base.

            18.2 RIGHTS OF INSPECTION. At all times during this Agreement and
for a period of one hundred and twenty (120) days after termination or
expiration of this Agreement, each party shall make its books of account and
records of operations within the scope of this Agreement available for
inspection and copying by the other party or its agent or representative up to
one time during each calendar quarter during the term of this Agreement. Such
inspection and copying shall be conducted during normal business hours, upon not
less than seventy-two (72) hours notice, and shall be conducted at the expense
of the party making such inspection.

            18.3 RESOLUTION OF PAYMENT DISPUTES. In the event either party
objects to the allocation and/or payment of Procurement Costs, Fabrication
Costs, Overhead Expenses or licensing revenues, whether as a result of an
inspection conducted pursuant to this Section 18 or otherwise, such party shall
provide to the other party written notice of its objection in reasonable detail.
The Company Representatives designated under Section 15 of this Agreement shall
work together in good faith to resolve such objection. In the event the Company
Representatives are unable to resolve such objection within thirty (30) days
after the written notice of objection is received by the non-objecting party,
they shall submit such dispute to a mutually acceptable accounting firm selected
from the five largest accounting firms in the United States in terms of gross
revenues (the "Accountant") within five (5) days following the expiration of
such thirty (30) day period. The Accountant shall resolve all items in dispute
within thirty (30) days after the dispute has been given to the Accountant to
resolve. The decision of the Accountant shall be final and binding on the
parties. In the event the Accountant determines pursuant to its final decision
that a party owes a sum of money to the other party, the party that owes such
sum shall pay it to the other party within five (5) days after the Accountant
has rendered its final decision. In addition, the losing party in such
determination shall pay all of the Accountant's fees and expenses.

      19. CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS.

            19.1 CONFIDENTIAL NATURE OF INFORMATION. Fidelity and LexisNexis
acknowledge and agree that they will each receive and have access to certain
sensitive and confidential information of the other party including, without
limitation, operational and financial information concerning the procurement,
processing and fabrication of the Core Records and Core Data Elements; licensing
terms; data processing methods; marketing; sales and customer information;
finances; business plans and personnel information (collectively, "Confidential
Information"). Without limiting the generality of the preceding sentence,
Confidential Information includes the terms of, and any exhibits, schedules and
amendments to, this Agreement. Each party agrees that at all times during and


                                    Page 18
<PAGE>

after the Initial Term and any renewal term of this Agreement, it will treat in
confidence all Confidential Information which it shall obtain regarding the
other party. Further, each party agrees that it shall use all Confidential
Information solely as required in connection with the Strategic Alliance and the
performance of its obligations under this Agreement and in no other manner. The
parties' obligations with respect to confidential treatment of information shall
apply to Confidential Information obtained during the Initial Term and any
renewal term of this Agreement and during the course of the negotiations leading
to the consummation of the transactions contemplated hereby and the preparation
of this Agreement. The obligation of each party to hold Confidential Information
in confidence shall not apply to any information which (i) is or becomes
available to such party from a source other than the disclosing party, (ii) is
or becomes available to the public other than as a result of disclosure by such
party or its agents or (iii) is required to be disclosed under applicable law,
judicial process or rule of any national securities exchange, but only to the
extent it must be disclosed.

            19.2 NO PUBLIC ANNOUNCEMENT. Fidelity and LexisNexis shall not (and
each shall use reasonable efforts to ensure that its respective subsidiaries,
officers, employees, agents and representatives do not), without the approval of
the other, make any press release or other public announcement concerning the
transactions contemplated by this Agreement or the Strategic Alliance, except as
and to the extent that such party shall be so obligated by law or the applicable
rules of any stock exchange, in which case the other party shall be advised and
the parties shall use their best efforts to cause a mutually agreeable release
or announcement to be issued; provided, however, that the foregoing shall not
preclude communications or disclosures necessary by either party or its
Affiliates to comply with accounting disclosure obligations imposed by the
applicable rules of any stock exchange. Notwithstanding anything to the contrary
above, the parties shall use their best efforts to prepare and release a
mutually acceptable public announcement concerning the Strategic Alliance
promptly following the execution of this Agreement.

      20. REPRESENTATIONS AND WARRANTIES.

            20.1 LEXISNEXIS REPRESENTATIONS AND WARRANTIES. As an inducement to
Fidelity to enter into this Agreement and consummate the transactions
contemplated hereby, LexisNexis represents and warrants to Fidelity as follows:

                  20.1.1 it has the power and authority to enter into this
      Agreement;

                  20.1.2 the execution, delivery and performance by LexisNexis
      of this Agreement, and the consummation of the transactions contemplated
      hereby, do not and will not conflict with or result in a violation of or
      under


                                    Page 19
<PAGE>

      (with or without the giving of notice or the lapse of time or both) any
      contract, agreement or other instrument applicable to LexisNexis, or any
      of its properties or assets,

                  20.1.3 to the best of its knowledge, no action, suit,
      investigation or proceeding has been instituted or threatened by any
      government body or any other person to restrain or prohibit or otherwise
      challenge the legality or validity of the transactions contemplated
      hereby,

                  20.1.4 it owns the Master Data Base and has all necessary
      rights and licenses to grant the license granted to Fidelity hereunder and
      to sell to Fidelity a 50 percent undivided ownership interest in the
      Master Data Base in accordance with this Agreement; provided, however,
      that it makes no representation or warranty about its right to sell that
      portion of the Master Data Base comprised of Core Records procured from
      Fidelity Sources; and

                  20.1.5 to the best of its knowledge, the Master Data Base as
      of the Effective Date does not infringe any copyright, trade name,
      trademark, trade secret or other proprietary right.

            20.2 FIDELITY REPRESENTATIONS AND WARRANTIES. As an inducement to
LexisNexis to enter into this Agreement and consummate the transactions
contemplated hereby, Fidelity represents and warrants to LexisNexis as follows:

                  20.2.1 it has the power and authority to enter into this
      Agreement;

                  20.2.2 the execution, delivery and performance by Fidelity of
      this Agreement, and the consummation of the transactions contemplated
      hereby, do not and will not conflict with or result in a violation of or
      under (with or without the giving of notice or the lapse of time or both)
      any contract, agreement or other instrument applicable to Fidelity, or any
      of its properties or assets, and

                  20.2.3 to the best of its knowledge, no action, suit,
      investigation or proceeding has been instituted or threatened by any
      government body or any other person to restrain or prohibit or otherwise
      challenge the legality or validity of the transactions contemplated
      hereby.

            20.3 WARRANTIES CONCERNING ACCURACY OF DATA. Neither party will be
responsible for inaccuracies contained in the records of a county from which
Core Records are gathered. The parties acknowledge that the Core Data Elements
created by LexisNexis for the Master Data Base were prepared (and will continue
to be prepared unless otherwise agreed by the parties) to convert tax assessment
and deed transfer records into a standardized format and due to the fact that


                                    Page 20
<PAGE>

availability, completeness and format of data elements varies from county to
county, there can be no assurance that each of the Core Date Elements in the
Master Data Base format contains data or is 100 percent complete.

            20.4 LIMITATION OF WARRANTIES. Except as provided in this Section
20, neither party makes any warranties of any kind, express or implied, and all
other warranties are expressly excluded, including, without limitation, all
warranties of MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE. Except as
set forth in Section 5.1, neither party makes any warranties or representations
regarding the accuracy, adequacy or completeness of the Master Data Base or that
the content or structure thereof will meet the requirements or needs of the
other party. Except as expressly agreed between LexisNexis and Fidelity in
writing, each party assumes sole responsibility for use of the Master Data Base
by itself, its Affiliates and the agents, employees and customers of itself and
its Affiliates. No oral or written information or advice given by either party
or any of its employees or representatives shall create a warranty or in any way
increase the scope of the warranties provided in this Section 20.

      21. INDEMNIFICATION.

            21.1 BY LEXISNEXIS. Subject to the terms and conditions of this
Section 21, LexisNexis agrees to defend, indemnify and hold harmless Fidelity
and its officers, directors, employees, agents, advisers and representatives
(collectively, the "Fidelity Indemnitees"), from and against, and pay or
reimburse the Fidelity Indemnitees for, any and all claims, liabilities,
obligations, losses, fines, expenses, costs, proceedings, deficiencies,
judgments, penalties or damages (whether absolute, accrued, conditional or
otherwise) arising from third party claims, including reasonable out-of-pocket
expenses, consulting fees, court costs, expert witness fees and reasonable
attorneys' fees and expenses incurred in the investigation or defense of any
such third party claims (collectively, "Losses"), resulting from or arising out
of: (i) any misrepresentation or breach of any warranty of LexisNexis made or
contained in this Agreement or (ii) any failure of LexisNexis to perform any
covenant or agreement made or contained in this Agreement or fulfill any
obligation in respect thereof.

            21.2 BY FIDELITY. Subject to the terms and conditions of this
Section 21 Fidelity agrees to defend, indemnify and hold harmless LexisNexis and
its officers, directors, employees, agents, advisers and representatives
(collectively, the "LexisNexis Indemnitees"), from and against, and pay or
reimburse the LexisNexis Indemnitees for, any and all Losses resulting from or
arising out of (i) any misrepresentation or breach of warranty of Fidelity made
or contained in this Agreement or (ii) any failure of Fidelity to perform any
covenant or agreement made or contained in this Agreement or fulfill any other
obligation in respect thereof.


                                    Page 21
<PAGE>

            21.3 INDEMNIFICATION PROCEDURES. In the case of any claim asserted
by a third party against a party entitled to indemnification under this
Agreement (the "Indemnified Party"), notice shall be given by the Indemnified
Party to the party required to provide indemnification (the "Indemnifying
Party") as soon as practicable after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and the Indemnified Party
shall permit the Indemnifying Party (at the expense of such Indemnifying Party)
to assume the defense of any third party claim or any litigation with a third
party resulting therefrom; provided, however, that (a) the counsel for the
Indemnifying Party who shall conduct the defense of such claim or litigation
shall be subject to the approval of the Indemnified Party (which approval shall
not be unreasonably withheld or delayed), (b) the Indemnified Party may
participate in such defense at such Indemnified Party's expense (which shall not
be subject to reimbursement hereunder except as provided below), and (c) the
omission by any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its indemnification obligation under this
Agreement except and only to the extent that such Indemnifying Party is actually
and materially damaged as a result of such failure to give notice. Except with
the prior written consent of the Indemnified Party, no Indemnifying Party, in
the defense of any such claim or litigation, shall consent to entry of any
judgment or enter into any settlement that provides for injunctive or other
nonmonetary relief affecting the Indemnified Party or that does not include as
an unconditional term thereof the giving by each claimant or plaintiff to such
Indemnified Party of a general release from any and all liability with respect
to such claim or litigation. If the Indemnified Party shall in good faith
determine that the conduct of the defense of any claim subject to
indemnification hereunder or any proposed settlement of any such claim by the
Indemnifying Party could reasonably be expected to affect adversely the
Indemnified Party's tax liability or the ability of the Indemnified Party to
conduct its business, or that the Indemnified Party may have available to it one
or more defenses or counterclaims that are inconsistent with one or more of
those that could reasonably be available to the Indemnifying Party in respect of
such claim or any litigation relating thereto, the Indemnified Party shall have
the right at all times to take over and assume control over the defense,
settlement, negotiations or litigation relating to any such claim at the sole
cost of the Indemnifying Party; provided, however, that if the Indemnified Party
does so take over and assume control, the Indemnified Party shall not settle
such claim or litigation without the prior written consent of the Indemnifying
Party, such consent not to be unreasonably withheld or delayed. If the
Indemnifying Party does not accept the defense of any matter as above provided
within thirty (30) days after receipt of the notice from the Indemnified Party
described above, the Indemnified Party shall have the full right to defend
against any such claim or demand at the sole cost of the Indemnifying Party and
shall be entitled to settle or agree to pay in full such claim or demand. In any
event, the Indemnifying Party and the Indemnified Party shall reasonably
cooperate in the


                                    Page 22
<PAGE>

defense of any claim or litigation subject to this Section 21 and the records of
each shall be reasonably available to the other with respect to such defense.

      22. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      The representations and warranties of the parties contained in this
Agreement shall survive for the period of time equal to the applicable statute
of limitations in respect of claims relating thereto.

      23. ARBITRATION.

            23.1 PARTIES' CONSENT TO ARBITRATION. In the event any dispute shall
arise between the parties with respect to any provisions of this Agreement or
the interpretation or performance thereof, and such is declared by written
notice from one party to the other, the parties agree to negotiate in good faith
toward the resolution of the dispute. Such negotiations shall be conducted by
the company representatives designated under Section 15 above. If such dispute
cannot be resolved within a period of thirty (30) days after such notice is
given, the parties agree that except as provided in Section 18.3 of this
Agreement, arbitration shall be the exclusive method for resolution of such
dispute. Either party may submit such dispute to arbitration and the dispute
shall be settled by binding arbitration heard by three (3) arbitrators, in
accordance with the Commercial Arbitration Rules ("Rules") of the American
Arbitration Association. The arbitrators shall be appointed in accordance with
the Rules.

            23.2 POWERS. The arbitrators shall be bound by the terms and
conditions of this Agreement and shall have no power, in rendering their award,
to alter or depart from any express provision of this Agreement, and their
failure to observe this limitation shall constitute grounds for vacating their
award. Except as otherwise provided in this Agreement, the arbitrators shall
apply the law specified in Section 25.9 below. Any award of the arbitrators
shall be final and binding upon the parties and judgment may be entered in any
court of competent jurisdiction. The award and judgment thereon shall include
interest at the legal rate from the date the sum awarded to the prevailing party
was originally due and payable, and attorneys' fees and other arbitration costs,
including, without limitation, costs associated with expert witnesses. The
parties may seek and obtain provisional remedies prior to or contemporaneously
with arbitration.

      24. NO AGENCY CREATED.

      Fidelity and LexisNexis understand and agree that this Agreement does not
make either of them an agent, partner, joint venturer or legal representative of
the other for any purpose whatsoever and that the sole relationship between them
is defined by the terms and conditions of this Agreement. Neither party is
granted, by this Agreement or otherwise, any right or authority to assume or
create any


                                    Page 23
<PAGE>

obligations or responsibility, express or implied, on behalf of or in the name
of the other party, or to bind the other in any manner whatsoever.

      25. GENERAL PROVISIONS.

            25.1 FORCE MAJEURE. Neither party shall be liable to the other party
for any loss or damage attributable to, and neither party shall be deemed to be
in default hereunder as a result of any failure or delay in performance caused
by force majeure. For purposes of this Agreement, the term "force majeure" shall
include strike, lockout, earthquake, hurricane, flood, fire or other acts of
God, nature, war, rebellion, civil disorders, laws, regulations, acts of civil
or military authorities (including the denial or cancellation of any export or
other necessary license), unavailability of materials, carriers or
communications facilities, and any other causes beyond the reasonable control of
the party whose performance is affected. The party affected by an event
constituting "force majeure" shall use all reasonable efforts to minimize the
consequences of the same.

            25.2 NOTICES. All notices or other communications required or
permitted hereunder shall be in writing, shall be deemed given or delivered when
received and shall be addressed as follows:

                    If to Fidelity, to:

                                Fidelity National Financial, Inc.
                                4050 Calle Real
                                Santa Barbara, California 93110
                                Attention: Mr. Eric Swenson
                                Facsimile: (805) 696-7499

                    If to LexisNexis, to:

                                LexisNexis, a division of Reed Elsevier, Inc.
                                9443 Springboro Pike
                                Miamisburg, Ohio 45342.
                                Attention: General Counsel
                                Facsimile: (937) 865-1211

      or to such other address as such party may indicate by a written notice
      delivered to the other party hereto.

            25.3 SUCCESSORS AND ASSIGNS.

                  25.3.1 Except as expressly set forth herein, the rights and
      obligations of the parties under this Agreement shall not be assignable by
      either party without the written consent of the other party.


                                    Page 24
<PAGE>

                  25.3.2 This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their successors and permitted assigns.
      Nothing in this Agreement, expressed or implied, is intended or shall be
      construed to confer upon any person or entity other than the parties and
      successors and assigns permitted by this Agreement any right, remedy or
      claim under or by reason of this Agreement.

            25.4 ENTIRE AGREEMENT; AMENDMENTS; FURTHER ASSURANCES. This
Agreement and the Exhibits referred to herein and the documents delivered
pursuant hereto, including, without limitation, the IDM Amendments, contain the
entire understanding of the parties hereto with regard to the subject matter
contained herein or therein, and supersede all prior agreements, understandings
or letters of intent between or among any of the parties hereto. This Agreement
shall not be amended, modified or supplemented except by a written instrument
signed by each of the parties hereto. The parties each agree to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other actions as may be necessary or desirable in order to consummate
expeditiously or implement the transactions contemplated by this Agreement.

            25.5 INTERPRETATION. Headings to sections herein are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement. The Exhibits referred to herein
shall be construed with and as an integral part of this Agreement to the same
extent as if they were set forth verbatim herein.

            25.6 WAIVERS. Any term or provision of this Agreement may be waived,
or the time for its performance may be extended, by the party entitled to the
benefit thereof. Any such waiver shall be validly and sufficiently authorized
for the purposes of this Agreement if, as to any party, it is authorized in
writing by an authorized representative of such party. The failure of either
party hereto to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of either party
thereafter to enforce each and every such provision. No waiver of any breach of
this Agreement shall be held to constitute a waiver of any other or subsequent
breach.

            25.7 PARTIAL INVALIDITY. Wherever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective to the extent, but only to the
extent, of such invalidity, illegality or unenforceability without invalidating
the remainder of such invalid, illegal or unenforceable provision or provisions
or any other provisions hereof, unless such a construction would be
unreasonable.


                                    Page 25
<PAGE>

            25.8 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be considered an original
instrument, but all of which shall be considered one and the same agreement, and
shall become binding when one or more counterparts have been signed by each of
the parties hereto and delivered to each of the parties.

            25.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws (as opposed to the conflicts of
law provisions) of the State of Delaware.

            25.10 CUMULATIVE REMEDIES. Each and all of the several rights and
remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or remedy,
and the exercise of any one of such rights or remedies shall not be deemed a
waiver of, or an election to exercise, any other such right or remedy.

            25.11 ATTORNEYS' FEES. In the event of any litigation, arbitration
or other dispute arising as a result of or by reason of this Agreement, the
prevailing party in any such litigation, arbitration or other dispute shall be
entitled to, in addition to any other damages assessed, its reasonable
attorneys' fees, and all other costs and expenses incurred in connection with
settling or resolving such dispute. The attorneys' fees which the prevailing
party is entitled to recover shall include fees for prosecuting or defending any
appeal and shall be awarded for any supplemental proceedings until the final
judgment is satisfied in full. In addition to the foregoing award of attorneys'
fees to the prevailing party, the prevailing party in any lawsuit or arbitration
on this Agreement shall be entitled to its reasonable attorneys' fees incurred
in any post judgment proceedings to collect or enforce the judgment. This
attorneys' fees provision is separate and several and shall survive the merger
of this Agreement into any judgment.

            25.12 EXPENSES. Fidelity and LexisNexis will each pay all costs and
expenses incident to its negotiation, preparation, execution and delivery of
this Agreement, including the fees, expenses and disbursements of its counsel
and accountants;

            25.13 SURVIVAL. The provisions of Sections 9 (Exclusivity), 16
(Termination), 17.5 (Option to Terminate), 18 (Record Keeping, Inspection and
Resolution of Payment Disputes), 19 (Confidentiality) and 21 (Indemnification),
22 (Survival of Representations), 23 (Arbitration), 24 (No Agency), 25.2
(Notices), 25.4 (Entire Agreement), 25.5 (Interpretation), 25.6 (Waivers), 25.7
(Partial Invalidity), 25.9 (Governing Law), 25.11 (Attorneys' Fees) and 25.13
(Survival) of this Agreement shall survive the expiration or termination of this
Agreement for any reason whatsoever.


                                    Page 26
<PAGE>

            25.14 SCOPE OF AGREEMENT. This Agreement relates only to the Master
Data Base comprised of the Core Data Elements and such Additional Core Record
Data Elements and Supplemental Core Record Data Elements as the parties may
agree to add to the Master Data Base.

            25.15 OBLIGATION TO NEGOTIATE IN GOOD FAITH. Whenever this Agreement
provides for the mutual agreement of the parties with respect to any matter,
LexisNexis and Fidelity will negotiate diligently and in good faith to reach
such mutual agreement.















                                    Page 27
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first above written.

                                            FIDELITY NATIONAL INFORMATION
                                            SOLUTIONS, INC.


                                            By
                                              ----------------------------------
                                            Its
                                               ---------------------------------


                                            LEXISNEXIS, A DIVISION OF
                                            REED ELSEVIER, INC.


                                            By
                                              ----------------------------------
                                            Its
                                               ---------------------------------











                                    Page 28
<PAGE>

                                   EXHIBIT "A"

                                   DEFINITIONS

      "ACCOUNTANT" has the meaning specified in Section 18.3 of this Agreement.

      "ADDITIONAL CORE RECORD DATA ELEMENTS" means the data elements of the
Additional Core Records which the parties mutually agree to fabricate and
incorporate into the Master Data Base at the time such Additional Core Records
are procured, which additional data elements shall be added to Exhibit B hereto
promptly after the parties have reached such mutual agreement.

      "ADDITIONAL CORE RECORDS" means those real estate records as the parties
may mutually agree from time to time to procure for fabrication and
incorporation into the Master Data Base including, without limitation,
satisfaction of deeds of trust or mortgages, reconveyances, assignments,
declarations or abandonments of homestead, purchase and sale agreements,
constructive notices and notices of default, memoranda of lease, covenants,
conditions and restrictions, tax and supplemental tax information, judgments,
liens, bankruptcies and other related documents.

      "ADDITIONAL EXPANSION COUNTIES" means the additional counties mutually
identified by the parties from which the parties intend to collect Additional
Core Records for inclusion in the Master Data Base, and which are not Existing
Counties, In-Process Counties or Initial Expansion Counties.

      "AFFILIATE" means, with respect to either party, any other person or
entity which directly or indirectly controls, or is controlled by or is under
common control with such party.

      "AGREEMENT" has the meaning specified in the first paragraph of this
Agreement.

      "ANTICIPATED OVERHEAD ADJUSTMENTS" means increases or decreases in (a) the
Fidelity Overhead Expenses that are in direct proportion to any increase or
decrease, respectively, of the amount of Bulk License activity, and (b) the
LexisNexis Overhead Expenses that are in direct proportion to any increase or
decrease, respectively, of the size and scope of the Master Data Base.

      "BROKERAGE AGREEMENT" means the Brokerage and Fulfillment Agreement dated
as of January 1, 2000 between LexisNexis and IDM US.

      "BUDGET" has the meaning specified in Section 13.1 of this Agreement.



                               Exhibit A - Page 1
<PAGE>

      "BULK LICENSE" means (i) the license of, or sale of services for, all, or
any substantial subset of, the Core Data Elements in the form fabricated by IDM
Manila (or by a successor to IDM Manila as appointed under this Agreement) for
inclusion in the Master Data Base or in a form which is substantially similar to
the form fabricated by IDM Manila or its successor, either in one transaction or
a series of transactions intended to accomplish such license or sale, or (ii)
the license or sale of services of the type made by LexisNexis pursuant to the
Brokerage Agreement prior to the Effective Date. For purposes of clarity and by
way of example but not limitation, Bulk Licenses shall not include (i) use of
the Master Data Base for "batch processing services" wherein a party performs
searches at a customer's request and provides the search results, statistics or
elements to the customer, typically in electronic format and often in large
volume, (ii) search and retrieval services performed by a party, or (iii) the
license or sale of Core Data Elements which have been materially altered or
enhanced including, without limitation, the Smart Homebuy.com and SiteX Data
products.

      "COMBINED OVERHEAD EXPENSES" means the LexisNexis Overhead Expenses and
the Fidelity Overhead Expenses.

      "COMPANY REPRESENTATIVE" has the meaning specified in Section 15 of this
Agreement.

      "CONFIDENTIAL INFORMATION" has the meaning specified in Section 19.1 of
this Agreement.

      "CORE DATA ELEMENTS" means the Existing Core Record Data Elements, the
Additional Core Record Data Elements and the Supplemental Core Record Data
Elements.

      "CORE RECORDS" means the Existing Core Records and the Additional Core
Records.

      "DATA CONVERSION AGREEMENT" means the certain Master Agreement for Data
Conversion Services dated February 2, 1993 between Mead Data Central, Inc. and
IDM Manila and related Statement of Work with IDM Manila.

      "DATA LICENSE AGREEMENT" means the Data License Agreement dated December
22, 1998 between LexisNexis and IDM US.

      "DERIVATIVE PRODUCTS" means any and all products, other than Bulk
Licenses, developed by LexisNexis or Fidelity in whole or in part from the Core
Data Elements in their raw form, including all of the developing party's
existing products.


                               Exhibit A - Page 2
<PAGE>

      "EFFECTIVE DATE" has the meaning specified in the first paragraph of this
Agreement.

      "EQUITY CONTRIBUTION" has the meaning specified in Section 3 of this
Agreement.

      "EXISTING CORE RECORD DATA ELEMENTS" means the data elements of the
Existing Core Records identified in Exhibit B hereto that have been fabricated
and incorporated into the national real estate data base developed by LexisNexis
prior to the Effective Date.

      "EXISTING CORE RECORDS" means the recorded deeds, deeds of trust,
mortgages and tax assessor records identified in Exhibit B hereto.

      "EXISTING COUNTY" means those counties for which LexisNexis has procured
the Existing Core Records from public and other third party sources, as set
forth in Exhibit B hereto.

      "EXISTING CUSTOMERS" means the entities that have entered into Bulk
License agreements on or before the Effective Date, as identified in Exhibit I
hereto, or renewals thereof, whether made before or after the Effective Date.

      "EXPANSION COUNTY" means the Initial Expansion Counties and the Additional
Expansion Counties.

      "FABRICATION COSTS" means the costs incurred by a party to fabricate Core
Data Elements for inclusion in the Master Data Base. As of the Effective Date,
such fabrication is performed by IDM Manila under the Data Conversion Agreement
and the Programming and Support Agreement.

      "FIDELITY" has the meaning specified in the first paragraph of this
Agreement.

      "FIDELITY CORE APPLICATIONS" has the meaning specified in Section 9 of
this Agreement.

      "FIDELITY CORE USERS/MARKETS" has the meaning specified in Section 9 of
this Agreement.

      "FIDELITY INDEMNITEES" has the meaning specified in Section 21.1 of this
Agreement.

      "FIDELITY OVERHEAD EXPENSES" means the operational overhead expenses
incurred in connection with the Bulk License marketing and service functions
conducted by IDM US. The Fidelity Overhead Expenses as of the Effective Date,


                               Exhibit A - Page 3
<PAGE>

together with the estimated 2001 budgeted amounts for the Fidelity Overhead
Expenses, are set forth in Exhibit G hereto.

      "FIDELITY SOURCES" has the meaning specified in Section 11.1 of this
Agreement.

      "IDM AMENDMENTS" has the meaning specified in Section 4 of this Agreement.

      "IDM MANILA" means International Data Management, Inc., a Philippines
corporation.

      "IDM US" means International Data Management, Inc., a California
corporation and wholly-owned subsidiary of Fidelity.

      "INDEMNIFIED PARTY" has the meaning specified in Section 21.3 of this
Agreement.

      "INDEMNIFYING PARTY" has the meaning specified in Section 21.3 of this
Agreement.

      "INITIAL EXPANSION COUNTIES" means those additional counties which are
scheduled for inclusion in the Master Data Base which are neither Existing
Counties nor In-Process Counties, as identified in Exhibit D to this Agreement.

      "INITIAL TERM" has the meaning specified in Section 16.1 of this
Agreement.

      "IN-PROCESS COUNTIES" means the counties for which LexisNexis is, as of
the Effective Date, procuring Core Records from LexisNexis Sources and/or
fabricating the Core Data Elements with IDM Manila, as identified in Exhibit J
to this Agreement.

      "LEXISNEXIS" has the meaning specified in the first paragraph of this
Agreement.

      "LEXISNEXIS CORE APPLICATIONS" has the meaning specified in Section 9 of
this Agreement.

      "LEXISNEXIS CORE USERS/MARKETS" has the meaning specified in Section 9 of
this Agreement.

      "LEXISNEXIS INDEMNITEES" has the meaning specified in Section 21.1 of this
Agreement.

      "LEXISNEXIS OVERHEAD EXPENSES" means the operational overhead expenses
(net of Procurement Costs and Fabrication Costs) carried by LexisNexis to


                               Exhibit A - Page 4
<PAGE>

operate that portion of LexisNexis' business that is mutually beneficial and
necessary in storing, maintaining, updating and expanding the Master Data Base.
The LexisNexis Overhead Expenses as of the Effective Date, together with the
estimated 2001 budgeted amounts for the LexisNexis Overhead Expenses, are set
forth in Exhibit F hereto.

      "LEXISNEXIS SOURCES" has the meaning specified in Section 5.1.of this
Agreement.

      "LOSSES" has the meaning specified in Section 21.1 of this Agreement.

      "MASTER DATA BASE" has the meaning specified in Section 2 of this
Agreement.

      "NEW CUSTOMERS" means entities that execute Bulk License agreements or
renewals thereof after the Effective Date and does not include entities that
execute renewals of Bulk License agreements prior to the Effective Date.

      "NON-CORE DATA ELEMENTS" means elements from Non-Core Records or
additional data elements from Core Records other than Core Data Elements.

      "NON-CORE RECORDS" means real estate records other than Core Records.

      "NON-OFFERING PARTY" has the meaning specified in Section 17.2 of this
Agreement.

      "OFFERING PARTY" has the meaning specified in Section 17.2 of this
Agreement.

      "PAYING PARTY" has the meaning specified in Section 13.2 of this
Agreement.

      "PERMITTED TRANSFER" has the meaning specified in Section 17.1 of this
Agreement.

      "PROCUREMENT COSTS" means the costs incurred by a party to procure Core
Records from public, third party or inter-company sources to make Updates.

      "PROGRAMMING AND SUPPORT AGREEMENT" means the Programming and Support
Agreement dated as of July 1, 1995 between LexisNexis and IDM Manila.

      "REVENUES" means all amounts received by LexisNexis or Fidelity, as the
case may be, from customers under Bulk License agreements. Revenues do not
include credits or allowances or withholding, sales, use, service, ad valorem,
excise, personal property or other taxes or charges which may be levied,
assessed or imposed on the use of information under any applicable tax laws of
any jurisdiction.


                               Exhibit A - Page 5
<PAGE>

      "RULES" has the meaning specified in Section 22.1 of this Agreement.

      "STRATEGIC ALLIANCE" has the meaning specified in Section 2 of this
Agreement.

      "SUPPLEMENTAL CORE RECORD DATA ELEMENTS" means such other data elements
(other than Existing Core Record Data Elements and Additional Core Record Data
Elements) of both Existing Core Records and Additional Core Records as the
parties may mutually agree to fabricate and incorporate into the Master Data
Base from time to time, which supplemental data elements shall be added to
Exhibit B hereto promptly after the parties have reached such mutual agreement.

      "UPDATE" means the procurement of updated Core Records and the fabrication
of the Core Data Elements for inclusion in the Master Data Base.

      "VESTING DATE" means the date on which Fidelity pays the Equity
Contribution in full.















                               Exhibit A - Page 6

<PAGE>








































                               Exhibit J - Page 1