<PAGE>   1

                                                                   EXHIBIT 10.24


                                DATED                1999






                      ABACUS DIRECT INTERNATIONAL, INC. (1)

                                     - AND -

                    VNU BUSINESS INFORMATION EUROPE B.V. (2)






                       ----------------------------------

                             JOINT VENTURE AGREEMENT

                       ----------------------------------




<PAGE>   2




<TABLE>
<S>                  <C>                                                        <C>  
                                                                                CONTENTS
1.                   Definitions and Interpretation
2.                   Scope of Agreement
3.                   Formation of the Company and the Subsidiaries
4.                   Key Issues, Fundamental Issues and Deadlock Provisions
5.                   Representations and Warranties of Claritas
6.                   Representations and Warranties of Abacus
7.                   Indemnity
8.                   Competition
9.                   Financial Management of the Group
10.                  Dividends and Distribution of Profits
11.                  Rights to Transfer Interests in the Company
12.                  Termination
13.                  Notices
14.                  Miscellaneous
15.                  Arbitration

                                                                                SCHEDULES

Schedule 1 Part 1:   Claritas Proprietary Data

Schedule 1 Part 2:   The Transactional Database


Schedule 2:          The Trade Marks

                                                                                APPENDICES

Appendix 1:          Articles of Association of the Company
Appendix 2:          Abacus Licence
Appendix 3:          Claritas Service Agreement
Appendix 4:          Abacus Service Agreement
Appendix 5:          Claritas Loan Agreement
Appendix 6:          Abacus Loan Agreement
Appendix 7:          Alliance Agreement
Appendix 8:          Alliance Terms and Conditions
Appendix 9:          Business Plan
</TABLE>




<PAGE>   3



THIS AGREEMENT is dated the               day of                     1999

BETWEEN:

1.       ABACUS DIRECT INTERNATIONAL, INC. a company incorporated under the laws
         of Delaware in the United States of America and whose principal place
         of business is at 8774 Yates Drive, Westminster, Colorado 80030 USA
         (hereinafter referred to as "Abacus"); and

2.       VNU BUSINESS INFORMATION EUROPE B.V. a company incorporated with
         limited liability under the laws of the Netherlands and whose principal
         place of business is at Ceylonpoort 5-25, Postbus 4028, 2003 EA,
         Haarlem, Amsterdam, the Netherlands (hereinafter referred to as
         "Claritas");

         (Abacus and Claritas being collectively referred to as the 
         "Shareholders").

WHEREAS:

Claritas and Abacus wish amongst other things to form the Company together in
time with the Subsidiaries in order to carry out the Business within the
Territory, subject to the terms and conditions of this Agreement and the
Schedules and Appendices attached hereto.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.     DEFINITIONS AND INTERPRETATION

       Definitions

1.1    In this Agreement, which term shall be construed as including the
       Recital, the Schedules and Appendices attached hereto, the following
       expressions shall, except where the context otherwise requires, have the
       meanings respectively ascribed thereto:

       "ABACUS ALLIANCE"                      means the co-operative arrangement
                                              developed and operated by Abacus
                                              US through which direct marketers
                                              contribute customer purchasing
                                              histories in exchange for access
                                              to the products and services of
                                              Abacus US;

       "ABACUS DATABASE"                      means the proprietary database of
                                              Abacus US comprised of data
                                              contributed by the Abacus Alliance
                                              members;

       "ABACUS DIRECT TRADE MARK"             means that trade mark further
                                              particulars of which are set out
                                              in Part 1 of Schedule 2;

       "ABACUS LICENCE"                       means that licence agreement for
                                              the Trade Marks and in particular
                                              for the Abacus Direct Trade Mark
                                              in the form or substantially in
                                              the form of Appendix 2, the Abacus
                                              Licence to be completed on or
                                              shortly after the Effective Date
                                              along with the other Associated
                                              Agreements;

       "ABACUS PROPRIETARY PRODUCTS"          means the proprietary data and
                                              services of Abacus or its
                                              Affiliates (the 'Abacus
                                              Proprietary Data') including any
                                              updates, improvements and other
                                              such modifications as are made
                                              available by Abacus from time to
                                              time licensed to the Company and
                                              the Subsidiaries in accordance
                                              with the Abacus Service Agreement
                                              and the Abacus Licence and used in
                                              each Transactional Database;

       "ABACUS US"                            means Abacus Direct Corporation, a
                                              Delaware Corp.;


<PAGE>   4

       "AFFILIATE"                            means a company directly
                                              affiliated with either Claritas or
                                              Abacus where either party is
                                              beneficial owner of shares (or
                                              their equivalent) controlling
                                              greater than fifty per centum
                                              (50.00%) of votes exercisable at a
                                              general meeting (or its
                                              equivalent) of such company. The
                                              Company shall never for the
                                              purposes of this definition
                                              constitute an Affiliate under the
                                              terms and conditions of this
                                              Agreement;

       "ALLIANCE AGREEMENT"                   means that agreement to be entered
                                              into between an End-User and a
                                              Subsidiary for the purpose of the
                                              End-User placing its data in a
                                              Transactional Database, such
                                              agreement to be in the form or
                                              substantially in the form of
                                              Appendix 7;

       "ALLIANCE TERMS AND CONDITIONS"        means those terms and conditions
                                              to be entered into between an
                                              End-User and a Subsidiary for the
                                              licence by the End-User of certain
                                              data extracted from a
                                              Transactional Database, such
                                              licence to be in the form or
                                              substantially in the form of
                                              Appendix 8;

       "APPENDIX"                             has the meaning given to it in
                                              Clause 1.4 below;

       "ARTICLES OF ASSOCIATION"              means the articles of association
                                              of the Company in the form or
                                              substantially in the form set out
                                              at Appendix 1;

       "ASSOCIATED AGREEMENTS"                means the Loan Agreements, the
                                              Service Agreements, and the Abacus
                                              Licence;

       "BUSINESS"                             means the business of the Company
                                              and the Subsidiaries as further
                                              set out in Clause 2.2 below;

       "BUSINESS DAYS"                        means a day other than a Saturday
                                              or a Sunday on which banks in the
                                              City of London are open for all
                                              normal business;

       "BUSINESS PLAN"                        means the business plan of the
                                              Company and the Subsidiaries in
                                              the form or substantially in the
                                              form of Appendix 9;

       "CLARITAS PROPRIETARY PRODUCTS"        means, inter alia, that
                                              proprietary data of Claritas or
                                              its Affiliates (the 'Claritas
                                              Proprietary Data') as further
                                              described in Schedule 1 Part 1
                                              (and including any updates,
                                              improvements and other such
                                              modifications as are made
                                              available by Claritas from time to
                                              time) together with other
                                              proprietary products of Claritas
                                              licensed to the Company and the
                                              Subsidiaries in accordance with
                                              the Claritas Service Agreement and
                                              used in each Transactional
                                              Database;

       "COMPANY"                              means that company to be
                                              incorporated by the Shareholders
                                              pursuant to the terms of this
                                              Agreement and in particular Clause
                                              3 below and which will be the
                                              parent company of the Subsidiaries
                                              throughout the Territory;


<PAGE>   5

       "COMPANY BOARD"                        means the board of directors of
                                              the Company validly constituted in
                                              accordance with Clause 3.7 below;

       "COMPANY MANAGING DIRECTOR"            means the managing director of the
                                              Company validly appointed in
                                              accordance with Clause 3.8 below;

       "EFFECTIVE DATE"                       means 9th October 1998;

       "END-USER"                             means a client of a Subsidiary
                                              that provides its proprietary data
                                              to a Subsidiary for the purpose of
                                              inclusion in a Transactional
                                              Database in accordance with an
                                              Alliance Agreement and which
                                              subsequently licences data from a
                                              Transactional Database in
                                              accordance with the Alliance Terms
                                              and Conditions;

       "EURO"                                 means the proposed currency of the
                                              European Union member states
                                              (excluding the United Kingdom,
                                              Sweden, Denmark and Greece) which
                                              shall be adopted as legal currency
                                              by those member states on 1
                                              January 1999;

       "GUILDERS"                             means the legal currency of the
                                              Netherlands;

       "LAWS"                                 means the laws of the Netherlands;

       "LOAN AGREEMENTS"                      means the loan agreements to be
                                              completed on or shortly after the
                                              Effective Date by each of Claritas
                                              and Abacus in the form or
                                              substantially in the form of
                                              Appendix 5 and 6 respectively;

       "POUNDS"                               means the legal currency of the
                                              United Kingdom;

       "SCHEDULE"                             has the meaning given to it in
                                              Clause 1.3 below;

       "SERVICE AGREEMENTS"                   means those service agreements to
                                              be signed on or shortly after the
                                              Effective Date by each of Claritas
                                              and Abacus in the form or
                                              substantially in the form of
                                              Appendix 3 and 4 respectively;

       "SUBSIDIARIES"                         means those wholly owned
                                              subsidiaries of the Company which
                                              shall be established throughout
                                              the Territory from time to time in
                                              accordance with the terms and
                                              conditions of this Agreement and
                                              "Subsidiary" shall be construed
                                              accordingly;

       "SUBSIDIARY BOARD"                     means the board of the Subsidiary
                                              validly constituted in accordance
                                              with Clause 3.10 below;

       "SUBSIDIARY MANAGING DIRECTOR"         means the managing director of the
                                              Subsidiary validly appointed in
                                              accordance with Clause 3.11 below;

       "TERRITORY"                            means Switzerland, Poland, the
                                              Czech Republic, Hungary and the
                                              European Economic Area and such
                                              other country or territory as the
                                              Shareholders may from time to time
                                              agree in writing;


<PAGE>   6

       "TRADE MARKS"                          means as at the date of this
                                              Agreement, those trade marks
                                              detailed at Schedule 2, together
                                              with such other trade marks as are
                                              considered appropriate and
                                              available for application and
                                              registration by Abacus from time
                                              to time throughout the Territory
                                              for the term of this Agreement and
                                              in accordance with the Abacus
                                              Licence; and

       "TRANSACTIONAL DATABASE(s)"            means a transactional database
                                              compiled from data of End Users
                                              together with the Claritas
                                              Proprietary Products and the
                                              Abacus Proprietary Products drawn
                                              from a country or region within
                                              the Territory which shall be
                                              created, maintained and owned by
                                              each relevant Subsidiary, further
                                              details of the scope of such
                                              Transactional Database being set
                                              forth in Schedule 1 Part 2.

1.2      Interpretation

         1.2.1    Unless the context otherwise requires, reference herein to any
                  clauses and sub-clauses shall be to the Clauses and
                  Sub-Clauses of this Agreement.

         1.2.2    In the event of any inconsistency between the main body of
                  this Agreement and any Schedule or Appendix, the provisions of
                  the Agreement shall prevail. In the event of any inconsistency
                  between the main body of the Schedules and the Appendices, the
                  provisions of the Appendices shall prevail.

         1.2.3    The titles of Clauses and Sub-Clauses in this Agreement are
                  inserted for convenience of reference only and shall not be
                  construed to effect the meaning thereof.

         1.2.4    References to singular shall include plural and vice-versa and
                  reference to any gender shall include reference to all
                  genders.

1.3      Schedules

         The following Schedules, which are attached hereto, are incorporated
         herein by reference:

         Schedule 1 Part 1: Claritas Proprietary Data
         Schedule 1 Part 2: Description of the Transactional Database

         Schedule 2: Part 1: Abacus Direct Trade Mark
         Schedule 2: Part 2: The Trade Marks

         Wherever in this Agreement reference is made to a Schedule, it is to
         the Schedule as attached hereto as the same may from time to time be
         amended, revised and/or substituted by the written agreement of the
         Shareholders.



1.4      Appendices

         The following Appendices, which are attached hereto, are incorporated
         herein by reference:

         Appendix 1: Articles of Association of the Company
         Appendix 2: ABACUS LICENCE
         Appendix 3: Service Agreement (Claritas)



<PAGE>   7
         Appendix 4: Service Agreement (Abacus)
         Appendix 5: Loan Agreement (Claritas)
         Appendix 6: Loan Agreement (Abacus)
         Appendix 7: Alliance Agreement
         Appendix 8: Alliance Terms and Conditions
         Appendix 9: The Business Plan

Wherever in this Agreement reference is made to an Appendix, it is to the
Appendix as attached hereto as the same may from time to time be amended,
revised and/or substituted by the written agreement of the Shareholders.

2.       SCOPE OF AGREEMENT

2.1      The Shareholders have entered into this Agreement to provide for the
         incorporation of the Company and, in time, the Subsidiaries, for the
         purposes of carrying out the Business described in the Business Plan
         and as further set forth in Clause 2.2 below within the Territory and
         in respect of such matters the rights, liabilities and obligations of
         the Parties shall be governed by this Agreement. For the avoidance of
         doubt, the Company and in time the Subsidiaries shall not be engaged in
         activities involving the supply and delivery of Claritas Proprietary
         Data or the Abacus Proprietary Data on a stand-alone basis or in any
         manner other than as an enhancement to data which is proprietary to the
         Company and the Subsidiaries.

2.2      Without prejudice to the generality of Clause 2.1, the scope of this
         Agreement shall extend to:

         (a)      the formation of the Company as a holding company for the
                  Subsidiaries to be established throughout the Territory;

         (b)      the formation of a Transactional Database(s) for each
                  Subsidiary within the Territory;

         (c)      a Transactional Database(s) relevant to a Subsidiary will be
                  owned by each appropriate Subsidiary in accordance with Clause
                  3.5 below;

         (d)      Claritas and its Affiliates shall provide services and license
                  during the term of this Agreement to the Company and the
                  Subsidiaries in accordance with the terms of the Claritas
                  Service Agreement attached at Appendix 3 the Claritas
                  Proprietary Products for inclusion in each Transactional
                  Database. The amount of any royalties or fees for such licence
                  and services shall be subject to agreement between the boards
                  of the respective Shareholders unanimously;

         (e)      Abacus and its Affiliates shall provide for use by the
                  Business in the Territory those services to the Company and
                  its Subsidiaries as further set forth in the Abacus Service
                  Agreement attached at Appendix 4, and a licence to the Abacus
                  Direct Trademark in accordance with the Abacus Licence. The
                  Shareholders acknowledge that processing services for the
                  Transactional Database(s) shall be provided in the United
                  Kingdom;

         (f)      the Abacus Trade Mark and the Trade Marks shall be owned by
                  and licensed by Abacus US in accordance with Clause 3.5 below;
                  and

         (g)      the Shareholders shall induce the Company to complete as soon
                  as reasonably practicable the formation of an English company
                  as a Subsidiary (hereinafter referred to as the `UK
                  Subsidiary') as the first such Subsidiary to operate the
                  Business within the country of the United Kingdom within the
                  Territory.

       The above together with the proposed business as set out in the Business
       Plan shall constitute the "Business" of the Company and the Subsidiaries
       for the purposes of this Agreement.




<PAGE>   8
2.3      The Shareholders agree and acknowledge that the Territory may be
         extended by the written agreement of the Shareholders to include but
         not be limited to certain markets in Asia PROVIDED THAT neither
         Shareholder shall be prevented or delayed from entering such markets in
         Asia of its own accord and outside the terms and conditions of this
         Agreement. Upon agreement, such country shall become part of the
         Territory, unless otherwise agreed upon. Each of the Shareholders also
         agrees to exercise their interest in the Company to ensure that the
         Company complies with its obligations under the Abacus Licence, the
         Abacus Service Agreement and the Claritas Service Agreement.

2.4      This Agreement (together with the Recital, the Schedules and
         Appendices) represents the entire understanding of the Shareholders in
         relation to the matters dealt with herein as at the Effective Date. Any
         extension of the Business of the Company and the Subsidiaries and/or
         the scope of this Agreement will require the prior written agreement of
         the Shareholders.

3.       FORMATION OF THE COMPANY AND THE SUBSIDIARIES

3.1      FORMATION

         The Shareholders hereby agree to incorporate the Company in the
         Netherlands pursuant to the Laws, said Company to be called "Abacus
         Direct Europe B.V." to be established at Haarlem PROVIDED THAT a
         ministerial certificate of non-

         objection ("the Certificate") is issued for it by the Ministry of
         Justice in accordance with the Laws.

         If the Certificate is refused by the Ministry of Justice or the
         Certificate is not issued by the Ministry of Justice as a result of an
         objection to the contents of the Articles of Association the
         Shareholders will consult with each other immediately and in good faith
         agree to replace the rejected or contested provisions of the Articles
         of Association so that the replacement provisions deviate as little as
         possible, having regard to the nature and content of the provisions of
         this Agreement, from the original Articles of Association so that the
         Certificate can be issued.

3.2      Articles of Association

         The Articles of Association of the Company shall be in the form or
         substantially in the form of Appendix 1.

3.3      Ownership of the Company by the Shareholders

         3.3.1    The authorised share capital of the Company shall be two
                  hundred thousand two hundred Guilders (NLG 200,200) divided
                  into one thousand (1,000) class A shares of one hundred
                  Guilders (NGL 100) each, and one thousand (1,000) class B
                  shares of one hundred Guilders (NGL100) each and two (2) class
                  C five per centum (5%) preference shares of one hundred
                  Guilders (NGL 100) each.

         3.3.2    The issued share capital of the Company shall be forty
                  thousand Guilders (NLG 40,000) consisting of two hundred (200)
                  A shares and two hundred (200) B shares.

         3.3.3    The shares of the Company shall be held as follows:

                  o        the class A shares shall be held by Claritas
                           absolutely;

                  o        the class B shares shall be held by Abacus
                           absolutely; and

                  o        the two class C shares shall be subject to two (2)
                           options to purchase; one option to purchase one (1)
                           class C share shall be exercisable at par by Claritas
                           immediately 



<PAGE>   9

                           preceding the sale by Claritas of its interest in the
                           Company in accordance with the terms hereof and at
                           the sole discretion of Claritas and one option to
                           purchase one class C share shall be exercisable at
                           par by Abacus at any time and at the sole discretion
                           of Abacus.

         3.3.4    All profits, losses, capital and income contributions shall be
                  made in accordance with the above percentages or as otherwise
                  as required under this Agreement. The class C 5% preference
                  shares shall, if issued, only be entitled to a yearly dividend
                  equal and not exceeding the amount of five per centum (5.00%)
                  of the nominal value of the respective shares(s), to the
                  extent that the Company has a positive cashflow in that given
                  year.

3.4      Application for Incorporation and Registration of the Company

         3.4.1    As soon as reasonably practicable after the Effective Date
                  Claritas shall on behalf of the Shareholders incorporate and
                  register the Company at the Chamber of Commerce in the
                  Netherlands in accordance with the Laws. The civil law notary
                  for the Company shall effect the incorporation of the Company
                  on behalf of the Shareholders by notarial deed. Costs and
                  expenses of incorporation of the Company shall be met by the
                  Company. Prior to incorporation of the Company, the Company
                  shall operate as a "company in formation" in accordance with
                  the Laws.

         3.4.2    Upon formation of the Company the Shareholders shall each
                  ensure and shall further ensure that the Company Managing
                  Director shall ensure as soon as possible after incorporation
                  that confirmation is given that all legal and other actions
                  entered into by the Company as a "company in formation" are
                  valid.

3.5      Ownership of the Transactional Databases, the Trade Marks, the Claritas
         Proprietary Products and the Abacus Proprietary Products

         3.5.1    Each Transactional Database(s) developed by and for the
                  Subsidiaries throughout any country or region within the
                  Territory shall be owned by such Subsidiary.

         3.5.2    The Trade Marks shall be licensed in accordance with the
                  Abacus Licence.

         3.5.3    All other Trade Marks required for the purposes of the
                  Business shall be applied for and shall be owned by Abacus US
                  and shall be licensed in accordance with the Abacus Licence on
                  an exclusive basis for use in the Territory by Abacus to the
                  Company together with the right to sub-license to the
                  Subsidiaries. Any costs incurred in this respect shall be
                  borne equally by Abacus US and the Company. The Shareholders
                  agree that on or before the Effective Date Abacus shall
                  pursuant to the Abacus Licence apply for a European Community
                  trade mark for "Abacus Direct" substantially similar to the
                  Abacus Direct Trade Mark.

         3.5.4    Abacus acknowledges that the Claritas Proprietary Products are
                  proprietary to Claritas and/or its Affiliates and shall be
                  licensed by Claritas to the Company and the Subsidiaries in
                  accordance with the terms of the Claritas Service Agreement.
                  Abacus, the Company and the Subsidiaries undertake and warrant
                  to return the Claritas Proprietary Products upon termination
                  of this Agreement in accordance with Clause 11. On but subject
                  to the provisions of termination contained in this Agreement,
                  the Company Board, any Subsidiary Board which holds all or
                  part of the Claritas Proprietary Products and the board of
                  Abacus shall confirm in writing that they have returned the
                  Claritas Proprietary Products and that each no longer holds
                  any copies of the same, has ceased to use the same and has
                  deleted the same within five (5) Business Days of such
                  termination. At no time during the term of this Agreement will
                  the Claritas Proprietary Products be licensed or otherwise
                  sold directly to those clients or suppliers of Abacus detailed
                  at Clause 8.6.


<PAGE>   10

         3.5.5    Claritas acknowledges that the Abacus Proprietary Products and
                  the Trade Marks are proprietary to Abacus and/or its
                  Affiliates and shall be licensed by Abacus to the Company and
                  the Subsidiaries in accordance with the terms of the Abacus
                  Service Agreement and the Abacus Licence. Claritas, the
                  Company and the Subsidiaries undertake and warrant to return
                  the Abacus Proprietary Products upon termination of this
                  Agreement in accordance with Clause 11. On but subject to the
                  provisions of termination contained in this Agreement, the
                  Company Board, any Subsidiary Board which holds all or part of
                  the Abacus Proprietary Products and the board of Claritas
                  shall confirm in writing that they have returned the Abacus
                  Proprietary Products and that each no longer holds any copies
                  of the same, has ceased to use the same and has deleted the
                  same within five (5) Business Days of such termination. At no
                  time during the term of this Agreement will the Abacus
                  Proprietary Products be licensed or otherwise sold directly to
                  those clients or suppliers of Claritas detailed at Clause 8.6.

3.6      Loans and Contributions to the Company and to the Subsidiaries by the
         Shareholders

         3.6.1    Each Shareholder or an Affiliate shall individually contribute
                  eight hundred thousand Guilders (NGL 800,000) which sum shall
                  each be paid by a Shareholder to the Company within ten (10)
                  Business Days from the written notification by the civil law
                  notary for the Company that the Company is able to conduct
                  business. The said sums shall be referred to as the "Primary
                  Capital" and shall be paid to the bank account of the Company
                  as the Company in formation shall direct at that time by
                  telegraphic transfer.

         3.6.2    Each Shareholder or an Affiliate of the Shareholder shall
                  individually make available for loan to the UK Subsidiary the
                  sum of six hundred and fifty thousand Pounds ((pound)650,000).
                  The said sum shall be referred to as the "Primary Loan" and
                  shall be paid to the bank account of the UK Subsidiary within
                  ten (10) Business Days of receipt of a written request from
                  the Subsidiary Managing Director PROVIDED THAT one
                  representative of Abacus and/or Claritas present on the
                  Company Board shall have approved in writing such request
                  within five (5) Business Days from receipt of such request
                  from the Subsidiary Managing Director the approval of such
                  request not to be withheld if made in accordance with the
                  Business Plan. Once approved, the Primary Loan shall be
                  transferred to the bank account of the UK Subsidiary as the
                  Subsidiary Board shall direct at that time by telegraphic
                  transfer. The Primary Loan by Claritas to the UK Subsidiary
                  shall be in the form or substantially in the form of the Loan
                  Agreement attached at Appendix 6. The Primary Loan by Abacus
                  to the UK Subsidiary shall be in the form or substantially in
                  the form of the Loan Agreement attached at Appendix 7. Both
                  Loan Agreements shall then be signed and/or executed on or
                  shortly after the Effective Date. The Primary Loan shall be
                  applied and used in accordance with the Business Plan.

         3.6.3    Subject to Clause 3.6.4 the Shareholders have sole discretion
                  as to whether they wish to make further Primary Loans to other
                  Subsidiaries on the same terms and conditions as set forth in
                  the Loan Agreements as and when the same are incorporated
                  throughout the Territory.

         3.6.4    Should the UK Subsidiary have been loaned the Primary Loan by
                  each of the Shareholders (or an Affiliate as the case may be)
                  and should a Subsidiary Managing Director request a further
                  loan (said loan being referred to as the "Further Loan") and
                  one of the Shareholders declines to loan that Subsidiary its
                  portion of such Further Loan (being fifty per centum (50.00%)
                  of the Further Loan stated in the request) the other
                  Shareholder will be entitled to loan the entire Further Loan
                  amount to the UK Subsidiary. The Further Loan shall be up to a
                  maximum of four hundred thousand Pounds (L. 400,000) and
                  such Further Loan shall be loaned to the UK Subsidiary subject
                  to loan agreements to be entered into between the consenting
                  Shareholder (or its Affiliate as the case may be) and the UK
                  Subsidiary, such loan agreement to contain wording to the
                  effect that such Further Loan shall be secured against the
                  Subsidiary and its assets as a fixed and floating 


<PAGE>   11

                  charge over the assets of such UK Subsidiary and registered
                  with the appropriate authorities. No Shareholder will be under
                  any obligation to grant any Further Loan to the UK Subsidiary.

         3.6.5    For the avoidance of doubt, any Further Loan made to a
                  Subsidiary by a Shareholder shall not alter the share
                  ownership of the Company as set forth in Clause 3.3 above.

3.7      The Company Board

         3.7.1    The Company Board will consist of six (6) representatives
                  appointed as a director, three (3) representatives being
                  nominated by each Shareholder after written notification to
                  the other Shareholder.

         3.7.2    The Board shall be initially constituted as follows:

                  -        by Abacus:

                           1. M. Anthony White (the "Abacus Lead")
                           2. Daniel  C. Snyder
                           3. Carlos E. Sala

                           (together the `Abacus Representatives'); and

                  -        by Claritas:

                           1. J Schilder (the "Claritas Lead")
                           2. Mark Patron
                           3. Richard Halpenny

                           (together the `Claritas Representatives');

                           and individually referred to as a `Representative').

         3.7.3    A Shareholder may replace any of its Representatives by
                  another individual at any time either on a permanent or on a
                  temporary basis after due notification to the other
                  Shareholder and each Shareholder agrees to vote in a manner to
                  give effect to such replacement.

         3.7.4    Either the Claritas Lead or the Abacus Lead shall be appointed
                  the Chairman of the Company from time to time. For the period
                  commencing from the Effective Date until the year ending 31
                  December 1999 the Chairman shall be the Abacus Lead. For the
                  next calendar year (being 1 January 2000 until 31 December
                  2000) the Chairman shall be the Claritas Lead. For each
                  subsequent calendar year the Chairman shall be rotated between
                  the Claritas Lead and the Abacus Lead. The Chairman shall not
                  have a casting vote and any Deadlock (as detailed in Clause
                  4.below) of the Company Board shall be resolved in accordance
                  with Clause 4. below.

         3.7.5    The Chairman's duties shall be advised to the Chairman by the
                  Company Board in writing from time to time. The Company Board
                  shall be responsible for setting the remuneration of the
                  Company Managing Director.

         3.7.6    Any further or replacement appointment to the Company Board
                  shall be carried out as soon as possible by the Shareholders
                  upon the written request to the Shareholders. If the Chairman
                  or a Representative of the Company Board is replaced or
                  removed, the Shareholder which had jurisdiction to appoint the
                  Chairman or such Representative during that particular
                  calendar year shall appoint the Chairman's or such
                  Representative's replacement.


<PAGE>   12
         3.7.7    The Company shall be validly represented by one Representative
                  from Abacus and one Representative from Claritas or by the
                  Company Managing Director who has been given a proxy by one of
                  each of the said Abacus and Claritas Representatives.

         3.7.8    Either Shareholder shall cause all directors nominated by them
                  to resign from office forthwith upon the sale of all the
                  shares in the Company owned by such Shareholder for whatever
                  reason.

3.8      The Company Managing Director

         The first Company Managing Director shall be Chris Morris Thereafter
         appointment and removal of the Company Managing Director shall be in
         accordance with Clause 4.3.1 below. For the avoidance of doubt, the
         Company Managing Director shall at no time be a Representative of the
         Company Board.

3.9      Meetings of the Company Board

         The appropriate Shareholder shall bear the expenses for attendance of
         its Representatives at a Company Board meeting. Company Board meetings
         shall be held at least quarterly at the offices of the Company in
         Haarlem and at the offices of Abacus in New York on an alternate basis
         (or at such other place or at such other periodic times as the Company
         Board shall agree) to review the results of operations and performance
         against budgets provided for in Clause 8 and to discuss the Business of
         the Company and the Subsidiaries.

         At regular meetings scheduled by the Company Board the time and place
         of the next regular meeting shall be set. Any such schedule may be
         revised from time to time by the Company Board. Special Company Board
         meetings may be called at any time by a director. Notice needs to be
         given for regular meetings, but notice of the time, place and purpose
         of any special Company Board meeting shall be given in writing or
         orally (to be confirmed as soon as possible in writing) at least ten
         (10) Business Days prior to the date of any special meeting. Failure to
         give such timely notice may be waived before or after a meeting and
         shall be deemed waived by participation in a meeting. A director will
         be deemed to be present at a Company Board meeting if he is available
         on the telephone.

         In order to be voted upon, any matter requiring a vote of a director
         (unless otherwise waived by all of the directors of the Company Board)
         must appear on an agenda of any regular or special meeting thereof,
         which agenda shall have been submitted to each director of the Company
         Board in writing or by facsimile or other electronic transmission at
         least ten (10) Business Days prior to the date of any such meeting.

         At any regular or special meetings of the Company Board, the quorum of
         an equal number of Representatives nominated by each Shareholder
         consisting of at least two (2) Representatives nominated by each
         Shareholder (in person or by proxy) shall be required for the carrying
         out the day-to-day Business and the taking of any actions by or on
         behalf of the Company.

         All Company Board resolutions taken at a Board meeting shall require
         the affirmative vote of at least one representative nominated by each
         Shareholder and at least sixty seven per centum (67.00%) of the persons
         present at the Board meeting (in person or by telephone).

         Minutes shall be prepared in the English language and shall be regarded
         as true and correct if signed by the Company Managing Director and the
         company secretary of the Company. Minutes of the meeting shall be
         circulated to the Company Board within ten (10) Business Days of the
         meeting.

         The Company Board shall form as soon as reasonably practicable an audit
         committee (for accounting purposes) and a compensation committee (for
         human resource purposes). Such 



<PAGE>   13

         committees shall consist of an equal number of persons nominated by
         each of the Shareholders. Such committees shall advise the Company
         Board of any matters regarding its designated tasks.

3.10     The Subsidiary Board

         A Subsidiary Board will be represented (unless laws within the
         Territory pertinent to the Subsidiary dictate otherwise) as set forth
         in Clause 3.7 above, such that the provisions of Clause 3.7 shall apply
         mutatis mutandis to the Subsidiary Board as they do to the Company
         Board.

         The Subsidiary Board will at all times comply with the requirements of
         laws applicable to the local jurisdiction in which it was formed within
         the Territory.

3.11     The Subsidiary Managing Director

         The first Subsidiary Managing Director of the UK Subsidiary shall be
         Chris Morris. Appointment of all other Subsidiary Managing Directors
         shall be subject to clause 4.3 below. Subject to Clause 4.3 below, the
         day-to-day operations of each of the Subsidiaries shall be managed by a
         Subsidiary Managing Director. The Subsidiary Managing Director shall
         report to the Company Managing Director and shall have such specific
         powers, duties and responsibilities as are designated to him by the
         Company Managing Director. The Subsidiary Managing Director shall act
         in accordance with any business or operating plan or budgets approved
         by the Company Board and shall have no authority to take any action
         with respect to any of those matters set forth in Clause 4. below. The
         Subsidiary Managing Director or his designee shall attend Subsidiary
         Board meetings. In performance of his duties, the Subsidiary Managing
         Director's authority and responsibilities shall include, but not be
         limited to, the following:

         (a)      the preparation and submission to the Subsidiary Board and the
                  Company Board of the annual operating and cash and capital
                  expenditure budgets and a three (3) year rolling budget and
                  profit plan for the Subsidiary to be submitted not later than
                  15 November each year;

         (b)      the preparation of operating plans for the Subsidiary; and

         (c)      keeping the Company and the Shareholders fully informed of the
                  activities and operations of the Subsidiary through the
                  preparation and submission of periodic reports, including the
                  monthly operating statements described in Clause 9 below.

3.12     Meetings of the Subsidiary Board

         The appropriate Shareholder shall bear the expenses for attendance of
         its Representatives at a Subsidiary Board meeting. Subsidiary Board
         meetings shall be held at least quarterly at the principal offices of
         the Subsidiary (or at such other place or at such other periodic times
         as the Subsidiary Board shall agree) to review the results of
         operations and performance against budgets provided for in Clause 9 and
         to discuss general business matters of the Subsidiary.

         At regular meetings scheduled by the Subsidiary Board the time and
         place of the next regular meeting shall be set. Any such schedule may
         be revised from time to time by the Subsidiary Board. Special
         Subsidiary Board meetings may be called at any time by any director.
         Notice needs to be given for regular meetings, but notice of the time,
         place and purpose of any special meeting shall be given in writing or
         orally (to be confirmed as soon as possible in writing) at least ten
         (10) Business Days prior to the date of any special meeting. Failure to
         give such timely notice may be waived before or after a meeting and
         shall be deemed waived by participation in a meeting. A director will
         be deemed to be present at a Subsidiary Board meeting if he is
         available on the telephone.


<PAGE>   14
         In order to be voted upon, any matter requiring a vote of a director
         (unless otherwise waived by all of the directors of the Subsidiary
         Board) must appear on an agenda of any regular or special meeting
         thereof, which agenda shall have been submitted to each director of the
         Subsidiary Board in writing or by facsimile or other electronic
         transmission at least ten (10) Business Days prior to the date of any
         such meeting.

         At any regular or special meetings of the Subsidiary Board, the quorum
         of an equal number of directors nominated by each Shareholder
         consisting of at least two (2) directors nominated by each Shareholder
         (in person or by proxy) shall be required for the carrying out of the
         day-to-day Business and taking of any actions by or on behalf of a
         Subsidiary .

         All Subsidiary Board resolutions, taken at a Subsidiary Board meeting
         shall require the affirmative vote of at least one representative
         nominated by each Shareholder and at least sixty seven per centum
         (67.00%) of the persons present at the Subsidiary Board meeting (in
         person or by telephone).

         Minutes shall be prepared in the English language and shall be regarded
         as true and correct if signed by the Subsidiary Managing Director and
         the company secretary of the Subsidiary. Minutes of the meeting shall
         be circulated to the Subsidiary Board within ten (10) Business Days of
         the meeting.

         The Subsidiary Board shall form as soon as reasonably practicable an
         audit committee (for accounting purposes) and a compensation committee
         (for human resource purposes). Such committees shall consist of an
         equal number of persons nominated by each of the Shareholders. Such
         committees shall advise the Subsidiary Board of any matters regarding
         its designated tasks.

4.       FUNDAMENTAL ISSUES AND DEADLOCK PROVISIONS

4.1      Fundamental Issues concerning the Company and the Subsidiaries which
         require unanimous approval by the Shareholders shall be an issue as set
         forth below:

         (a)      a proposed material change in the strategy and general
                  policies of the Company or a Subsidiary;

         (b)      a proposal to adopt the budget of the Company or a Subsidiary
                  (as defined in Clause 4.3.2 subject to the provisions of
                  Clause 9);

         (c)      a proposal to adopt the bi-annual profit and cash flow
                  forecast of a Subsidiary or the Company if more than fifteen
                  per centum (15.00%) below the annual budget;

         (d)      a proposal for greater than ten per centum (10.00%) variance
                  in the aggregate of costs and expenses over budgeted amounts
                  on an annual basis with respect to a Subsidiary or the Company
                  except for increased data production costs, sales commissions
                  and/or cost of sales as a result of larger than budgeted
                  volumes of data traded;

         (e)      The proposed entry into any joint venture or partnership by a
                  Subsidiary or the Company;

         (f)      the proposed settlement of any action, suit or proceedings to
                  which the Company or a Subsidiary is a party if such
                  settlement involves the payment or receipt of more than the
                  equivalent in local currencies of seventy five thousand Euros
                  (Euro 75,000) or which relates to the Abacus Licence or the
                  Claritas Proprietary Products, or the Abacus Proprietary
                  Products or the start of any action, suit or proceedings to be
                  initiated by the Company or a Subsidiary involving an amount
                  in dispute of more than the equivalent in local currencies of
                  seventy five thousand Euros (Euro 75,000);


<PAGE>   15
         (g)      the acquisition, sale or disposal of part or all of the stock
                  or other securities of any corporation or other entity, or the
                  acquisition, sale or disposal of assets with a fair market
                  value in excess of one hundred thousand pounds
                  (L. 100,000) or the equivalent thereof in Euros or all or
                  a portion of the assets of any corporation or other entity
                  owned by the Company or a Subsidiary constituting ten per
                  centum (10.00%) or more of the of the undertaking to be
                  disposed;

         (h)      the Company or a Subsidiary entering into loan agreements or
                  credit arrangements incurring any indebtedness for borrowed
                  money or pursuant to purchase money obligations, when such
                  agreements, arrangements or indebtedness (save as to those
                  Loan Agreements contemplated in this Agreement) which:

                  (i)      are not in the ordinary course of the Business; or

                  (ii)     exceed in any one year an aggregate amount of the
                           equivalent in local currencies of seventy five
                           thousand Euros (Euro 75,000);

         (i)      the Company or a Subsidiary granting any loans to officers
                  other than reasonable expense advances;

         (j)      the Company or a Subsidiary extending guarantees or
                  endorsements with respect to third party obligations other
                  than in the ordinary course of the Business;

         (k)      the Company or a Subsidiary entering into:

                  (i)      any contract with a Shareholder or an Affiliate; or

                  (ii)     any amendment modification or termination of any such
                           contract to the extent any such contract is not
                           required to be approved by the Shareholders or the
                           Company pursuant to this Agreement, any law or the
                           Laws;

         (l)      the Company or a Subsidiary purchasing, selling or granting
                  mortgages or any rights in real property or constructing
                  buildings or other facilities which are not included in the
                  Budget Plan or other budget contemplated under Clause 9 and
                  which are not in the ordinary course of the Business;

         (m)      granting any security, interest in, lien on, or pledge of, any
                  personal property of the Company or a Subsidiary except in the
                  case of the granting of the Further Loan by a Shareholder to a
                  Subsidiary in accordance with Clause 3.6.4 above;

         (n)      unless approved in the Budget Plan or any current budget or
                  budget of a previous year a change in accounting policy
                  (unless required by the relevant laws in the Territory),
                  adoption or amendment of pension, group compensation, profit
                  sharing or other incentive or employee benefit plans by the
                  Company or a Subsidiary;

         (o)      unless approved in the budget or any budget of a previous
                  year, during any one (1) year period, entering into any
                  contract or lease which commits the Company or a Subsidiary
                  for more than two (2) years or to an aggregate expenditure of
                  more than the equivalent in local currencies of one hundred
                  and seventy thousand Euros (Euro 170,000);

         (p)      unless approved in the budget by the Company or a Subsidiary
                  entering into any employment contract which provides for an
                  annual salary in excess of the equivalent in local currencies
                  of one hundred and seventy thousand Euros (Euro 170,000);

         (q)      any proposed business arrangement by the Company or a
                  Subsidiary with any Affiliate which has cost implications in
                  one transaction in excess of the equivalent in local



<PAGE>   16

                  currencies of fifteen thousand Euros (Euro 15,000) other than
                  arrangements made pursuant to the Service Agreements or other
                  prior approved arrangements;

         (r)      a proposed material change in the Company's or Subsidiary's
                  stated purposes or the Business and any other changes in the
                  Articles of Association or the appropriate articles of
                  association of a Subsidiary;

         (s)      the approval of the annual accounts of the Company or a
                  Subsidiary;

         (t)      the distribution of dividends of the Company or a Subsidiary;

         (u)      the issuance of any security or debt instrument of the Company
                  or a Subsidiary save as contemplated by the Loan Agreements;

         (v)      any change in the capital structure of the Company or a
                  Subsidiary;

         (w)      the increase or reduction of the Primary Capital of the
                  Company;

         (x)      the Company or a Subsidiary seeking relief under any
                  bankruptcy, insolvency or similar statutes within the
                  Territory; or

         (y)      the Company deciding to incorporate a Subsidiary within the
                  Territory to engage in the Business.

         Fundamental Issues shall be resolved by the Shareholders in accordance
         with Clause 4.4 below (the `Deadlock Provisions').

4.2      Key Issues

         The following issues (referred to as the "Key Issues or individually as
         a "Key Issue") shall be an issue as set forth below:

                  (a)      selection or discharge of the Company Managing
                           Director or a Subsidiary Managing Director; or

                  (b)      approval of the budget of the Company or a Subsidiary
                           ; or

                  (c)      profit distributions of the Company or a Subsidiary
                           as provided in this Agreement.

         Key Issues shall be decided upon as set forth in Clause 4.3 below,
         failing which reference shall be made to the Deadlock Provisions set
         forth at Clause 4.4.

4.3      Resolution of Key Issues Prior to the Deadlock Provisions;

4.3.1    Selection or discharge of the Company Managing Director or Subsidiary
         Managing Director

         The first Subsidiary Managing Director shall be proposed by Claritas
         after consultation with Abacus. After Claritas submits it's selection
         to Abacus, Abacus shall have ten (10) days to approve or disapprove the
         selection. Should Abacus disapprove of the selection it shall
         communicate its reasons orally or in writing to Claritas and thereafter
         the Shareholders shall make a good faith effort to resolve the dispute.
         If after forty-five (45) days from the date of Abacus' submission to
         Claritas, there is still no agreement between the Shareholders, the
         matter shall be submitted to the chief executive officers of the
         Shareholders. The chief executive officers shall have ten (10) days
         from the date of submission to attempt a resolution. If after such ten
         (10) days the issue has not been resolved then Claritas' selection
         shall prevail. The same procedure shall be 



<PAGE>   17

         followed for the selection of the subsequent Subsidiary Managing
         Director upon the resignation or dismissal of the first Subsidiary
         Managing Director, it being understood that Abacus may then select an
         individual and Abacus' selection will prevail (subject to notifying
         Claritas).

         For any subsequent selection of a Subsidiary Managing Director or a
         Company Managing Director the same procedure shall be followed, it
         being understood that each Shareholder on a rotating basis has the
         right to select the Subsidiary Managing Director.

4.3.2    Approval of the Budget of a Subsidiary

         If, after thirty (30) days from the submission to the Company Board by
         the Subsidiary Managing Director of a proposed budget for the ensuing
         year, the Company Board has not agreed to a final budget, then the
         budget for such ensuing year shall be the prior year's budget for that
         Subsidiary plus the average rate of inflation in the country in which
         it operates within the Territory for the prior year plus five per
         centum (5.00%) for the prior year's budget (hereinafter referred to as
         the "Budget Formula"). If the budget for three (3) successive years has
         resulted each year in resort to the Budget Formula and the Shareholders
         again cannot agree on the budget for the ensuing year, a Shareholder
         may revert to the Deadlock Provisions.

4.3.3    Profit Distributions

         If for any year the Company or a Subsidiary has earned a profit and the
         Shareholder or the Company cannot agree on an amount to be retained for
         working capital and/or for capital investment from the distributions
         provided for in Clause 10 below then any Shareholder shall have the
         right to require in any year (but not the same Shareholder in a
         successive year) the retention of a reasonable amount to be withheld
         from distributable profit for working capital and any capital
         investment approved by the Shareholders in the budget for the ensuing
         year. Any Shareholder making such a demand shall not have the right to
         do so in the next successive year. Notwithstanding anything to the
         contrary contained herein or elsewhere in this Agreement, the Company
         shall make a mandatory distribution to each of Abacus and Claritas in
         an amount equal to any tax that is payable by Abacus or Abacus US or
         Claritas by virtue of the Company's or the Subsidiaries operations
         PROVIDED THAT such mandatory dividend shall not be payable if payment
         of the same would contravene any local law or the Laws or if there is a
         Further Loan outstanding in respect of which repayment to a
         Shareholder, other than the Shareholder to whom the mandatory dividend
         would be payable, is in arrears.

4.4      Deadlock Provisions

4.4.1    In the event the Company Board cannot agree with respect to a Key Issue
         or a Fundamental Issue the matter shall be resolved as follows:

         a.       The Company Board shall set the Key Issue or the Fundamental
                  Issue aside for a period of forty-five (45) days. During that
                  period, the Representatives of the Company Board shall
                  consider in good faith ways of alleviating or avoiding the
                  Deadlock.

         b.       At the end of the said period, the Company Board shall again
                  meet to discuss the suggestions for alleviating and/or
                  avoiding the Deadlock. If no such resolution is achieved, the
                  Key Issue or the Fundamental Issue shall be referred to the
                  chief executive officers of the Shareholders for resolution by
                  such chief executive officers. If the matter has not been
                  resolved by such chief executive officers in writing at the
                  close of business on the forty-fifth (45th) day of such
                  referral (unless the chief executive officers agree to extend
                  such period), a Deadlock shall be deemed to have occurred in
                  relation to the Key Issue or Fundamental Issue which Deadlock
                  shall be notified in writing to each Shareholder within five
                  (5) Business Days from declaration of the Deadlock.


<PAGE>   18
4.4.2    In the event a Deadlock occurs, and neither Shareholder is willing to
         sell or otherwise dispose of its interest in the Company to the other
         Shareholder within forty-five (45) days after the notice of the
         occurrence of the Deadlock, nor is willing to accept the interest of
         the other Shareholder within such time frame, then the Shareholders
         shall jointly select a qualified international financial institution
         (the "Agent") for the purposes of disposal of the Company. If the
         Shareholders cannot agree within thirty (30) days after the declaration
         of the Deadlock on such appointment of an Agent then each Shareholder
         shall select an agent who shall jointly select a third agent to act as
         the Agent for the purposes of disposal of the Company. If disposal of
         the Company cannot be completed to the point of signature of a sale and
         purchase agreement relating to the Company within one (1) year from the
         date of the notification of the Deadlock or a Shareholder has failed to
         consent to the proposed purchaser (such consent not to be unreasonably
         withheld or delayed), the Company shall be liquidated in accordance
         with the provisions of its applicable law and the proceeds of such
         liquidation distributed equally to each Shareholder after repayment of
         all debts due and by the Company and in particular the Further Loan
         referred to in Clause 3.6.4 above, and further subject to proprietary
         rights belonging to either Shareholder and in particular the Claritas
         Proprietary Products and the Abacus Proprietary Products.

         Pending resolution of the disposal of the Company the Company Managing
         Director shall operate the Company and a Subsidiary Managing Director
         shall operate a Subsidiary in accordance with past and best practices
         and shall not implement any material proposal or change.

4.4.3    Meeting of the Shareholders

         Resolutions of the Shareholders shall require the affirmative vote of
         sixty per centum (60.00%) of the issued share capital of the Company or
         a Subsidiary. A vote may be given in person or by proxy and shall be
         confirmed to the other Shareholder in writing within five (5) Business
         Days of the vote.

4.5      Service Agreements

         Upon receipt of a written request of a Subsidiary Managing Director to
         a Shareholder the Shareholder shall use all reasonable endeavours to
         enter into or shall use all reasonable endeavours to ensure that an
         Affiliate shall enter into a Service Agreement in the form or
         substantially in the form of Appendix 3 (in the case of Claritas) and
         Appendix 4 (in the case of Abacus).

5.       REPRESENTATIONS AND WARRANTIES OF CLARITAS

         Claritas represents and warrants to Abacus that:

5.1      Existence and Power

         It is a company, duly incorporated and existing under the Laws and has
         the power to carry on its business as now being conducted and has full
         power and authority to execute, deliver and perform this Agreement and
         each ancillary document to which it is a party and perform and observe
         the terms and provisions hereof and thereof.

5.2      Necessary Action

         It has taken all actions necessary for the authorisation, execution,
         delivery and performance of this Agreement and each ancillary document
         to which it is a party and its officers executing this Agreement and
         each ancillary document to which it is a party are duly and properly in
         office and fully authorised to execute the same.


<PAGE>   19

5.3      Consents

         No consent, permission, authorisation, recording, filing or
         registration with, or notice of any governmental agency or authority
         are necessary in connection with the execution and delivery of this
         Agreement and each ancillary document to which it is a party.

5.4      No conflicts

         The execution and delivery of this Agreement and the consummation of
         the transactions contemplated (in particular the Business) will not
         violate any existing provisions of any order, writ, judgement,
         injunction or decree of any court or any other governmental department,
         commission, board, bureau, agency or instrumentality applicable to it
         or conflict with or result in breach of any of the terms, conditions,
         or provisions of the certificate of incorporation, articles of
         association or other of its organisational documents or any material
         agreement to which it is a party, or by which any of its properties are
         bound, or constitute an event which might permit an early termination
         of any such agreement.

5.5      Data Protection Legislation and European Community Laws

         The Company and the Subsidiaries shall observe all appropriate national
         and European Community data protection legislation at all times and
         Claritas shall ensure that any services provided by Claritas, its
         employees and agents as set out in the Service Agreements shall comply
         with applicable data protection legislation as at the time of the
         provision of the services.

6.       REPRESENTATIONS AND WARRANTIES OF ABACUS

         Abacus represents and warrants to Claritas that:

6.1      Existence and Power Existence and Power

         It is a company, duly incorporated and existing under the laws of the
         state of Delaware in the United States of America and has the power to
         carry on its business as now being conducted and has full power and
         authority to execute, deliver and perform this Agreement and each
         ancillary document to which it is a party and perform and observe the
         terms and provisions hereof and thereof.

6.2      Necessary Action

         It has taken all actions necessary for the authorisation, execution,
         delivery and performance of this Agreement and each ancillary document
         to which it is a party and its officers executing this Agreement are
         duly and properly in office and fully authorised to execute the same.

6.3      Consents

         No consent, permission, authorisation, recording, filing or
         registration with, or notice of any governmental agency or authority
         are necessary in connection with the execution and delivery of this
         Agreement and each ancillary document to which it is a party.

6.4      No conflicts

         The execution and delivery of this Agreement and each ancillary
         document to which it is a party and the consummation of the
         transactions contemplated in particular the Business will not violate
         any existing provisions of any order, writ, judgement, injunction or
         decree of any court or any other governmental department, commission,
         board, bureau, agency or instrumentality applicable to it or conflict
         with or result in breach of any of the terms, conditions or provisions
         of the 



<PAGE>   20

         certificate of incorporation, articles of association or other of its
         organisational documents or any material agreement to which it is a
         party, or by which any of its properties are bound, or constitute an
         event which might permit an early termination of any such agreement.

6.5      Data Protection Legislation and European Community Laws

         The Company and the Subsidiaries shall observe all appropriate national
         and European Community data protection legislation at all times and
         shall use all reasonable endeavours to inform Abacus of its and its
         affiliates obligations thereunder with respect to services provided by
         it hereunder and subject to the foregoing Abacus shall use all
         reasonable efforts to ensure that any services provided by Abacus, its
         employees and agents as set out in the Service Agreements shall as at
         the time of the provision of the services comply with applicable data
         protection legislation and as specifically explained and described to
         it in writing by the Company and the Subsidiaries in accordance with
         such legislation. Notwithstanding the foregoing, Abacus shall not be
         required to incur any additional costs or expenses in order to comply
         with such data protection legislation without the prior mutual
         agreement of the Shareholders as to who shall bear responsibility for
         any such costs and expenses.

7.       INDEMNITY

7.1      The Company shall indemnify and hold harmless each Representative, the
         Subsidiary Board directors, the Company Managing Director, the Company
         Chairman and the Subsidiary Managing Director (individually, in each
         case an "Indemnitee") to the fullest extent permitted by law from and
         against any and all losses, claims, demands, costs, damages,
         liabilities joint or several), expenses of any nature (including
         reasonable legal fees and disbursements), judgements, fines,
         settlements and other amounts arising from any and all claims, demands,
         actions, suits or proceedings, whether civil, criminal, administrative
         or otherwise in which the Indemnitee may be involved or threatened to
         be involved, as a party otherwise, arising out of or incidental to the
         Business of the Company, regardless of whether the Indemnitee continues
         to hold such office PROVIDED THAT this provision shall not eliminate or
         limit the liability of any Indemnitee:

         (a)      for any breach of the Indemnitee's duty of loyalty to the
                  Company or its Subsidiaries;

         (b)      for acts or omissions which involve gross or wilful
                  misconduct, fraud or fraudulent misrepresentation; or

         (c)      for any transaction from which the Indemnitee received any
                  improper personal benefit.

7.2      The indemnity provided above shall be in addition to any other rights
         to which an Indemnitee may be entitled under any agreement, vote of the
         Company Board or a Subsidiary Board, as a matter of law or equity, or
         otherwise, both as to an action in the Indemnitee's capacity as an
         officer thereof, and as to an action in another capacity, and shall
         continue as to an Indemnitee who has ceased to serve in such capacity
         and shall inure to the benefit of the heirs, successors, assigns and
         administrators of the Indemnitee;

7.3      The Company may purchase and maintain professional indemnity insurance
         on behalf of the Business of the Company and its Subsidiaries against
         any liability that may be asserted against or expense that may be
         incurred by such persons in connection with the offering of interests
         in the company or the Business of the Company.

7.4      An Indemnitee shall not be denied indemnity in whole or part under this
         Clause 7 or otherwise by reason of the fact that the Indemnitee had an
         interest in the transaction with respect to which the indemnity applies
         if the transaction was otherwise permitted or not expressly prohibited
         by the terms of this Agreement.

<PAGE>   21
8.       COMPETITION

8.1      The Shareholders on behalf of themselves and each of their Affiliates
         covenant and undertake that (subject to the provisions mentioned
         hereinafter) during the term of this Agreement and for a period of two
         (2) years from the date of termination thereof neither of them or their
         Affiliates shall:

         (a)      carry out the Business in the Territory other than through the
                  Company or a Subsidiary; or

         (b)      assist a third party (whether at arms-length or otherwise) to
                  carry out the Business in the Territory other than through the
                  Company or a Subsidiary (including, without limitation, the
                  provision of the Claritas proprietary Data or the Abacus
                  Proprietary Data to such third party); or

         (c)      have an interest in any business directly or indirectly in
                  competition with the Business other than through the Company
                  or a Subsidiary.

         Nothing herein shall be construed to prevent Claritas and its
         Affiliates from carrying out their existing activities which include
         (but are not limited to) activities with respect to individual
         transactional databases, co-operative transactional databases based on
         data from retailers who do not publish mail order catalogues, bureau
         activities, list rental, profiling and development and sale of micro
         marketing products in the Territory and/or as otherwise carried on by
         Claritas and its Affiliates as at the Effective Date (as the same may
         change, modify and develop from time to time) nor from having an
         interest in any venture which carries out any of these aforesaid
         activities (hereinafter referred to as "Excluded Activities").

8.2.1    Without prejudice to the foregoing Clause 8.1, if a Shareholder or
         Affiliate thereof (hereinafter referred to as the "Offeror") intends to
         acquire any interest in any business which consists of more than thirty
         per centum (30.00%) (of the total revenues of the business intended to
         be acquired), of a competitive activity (as defined hereinafter and for
         the purposes of this Sub-Clause to be referred to as the "Competitive
         Activity") the Offeror shall inform the other Shareholder in writing as
         soon as possible and in any event prior to its intended acquisition and
         shall offer the Company (or its Subsidiary), as the Shareholder may
         elect) (hereinafter referred to as the "Offeree") an option to purchase
         the Competitive Activity. The Offeror shall not be entitled to vote in
         such a decision regarding the option to purchase the Competitive
         Activity. In such event the acquisition price for the Competitive
         Activity shall be that percentage of the purchase price for the
         business fairly attributable to the Competitive Activity in the opinion
         of the auditors of the Offeree. The offer made by the Offeror shall be
         submitted by registered letter to the Offeree, which letter shall
         include full and sufficient financial statements relating to the
         business to be acquired including a business plan prepared by the
         Offeror for the business to be acquired, and full and sufficient
         disclosures of all relevant documents with respect to the intended
         acquisition.

8.2.2    The Offeree must respond to the Offeror's notification given under
         Clause 8.3.1 above within thirty (30) days of the Offeree's receipt of
         the registered letter containing the offer. If the Offeree's response
         is to exercise the option to purchase from the Offeror the Offeror and
         Offeree use all reasonable endeavours to complete the purchase
         reflected in the option within sixty (60) days. If the Offeree:

         (a)      does not respond to the offer within the said thirty (30) day
                  period; or

         (b)      responds to the Offeror in writing within thirty (30) days of
                  receipt of the notice from the Offeror that it does not want
                  to participate in the purchase,

         the Offeror shall be entitled to proceed with the acquisition even
         though it may be a Competitive Activity.


<PAGE>   22
         The Offeror shall abstain from taking any decision of the Company as
         Shareholder in the Company contrary to any decision taken by the other
         party with respect to the offer made by the Offeror. The Offeror as
         Shareholder of the Company shall fully co-operate with the other
         Shareholders and the Offeree to implement and effectuate the decision
         taken by the other party with respect to the offer made by the Offeror.

8.2.3    A Competitive Activity for the purposes of this Clause 8.3 is defined
         to mean any activity which might compete with the Business but shall
         exclude the "Excluded Activities".

8.3      The Shareholders hereby acknowledge and agree:

                  (a)      that each of the covenants contained in this Clause
                           8. constitute an entirely separate and independent
                           covenant; and

                  (b)      that the extent and application of each of the
                           restrictions are no greater than as necessary for the
                           protection of the interests of the Business.

8.4      Whilst the restrictions contained in this Clause 8. are considered by
         the Shareholders to be reasonable in all the circumstances as at the
         date of this Agreement it is acknowledged that restrictions of this
         nature may be invalid because of changing circumstances or other
         unforeseen reasons and accordingly it is hereby agreed and declared
         that if any one or more of those restrictions is judged to be void as
         going beyond what is reasonable in all the circumstances for the
         protection of the interests of each of the Shareholders but would be
         valid if part of the wording of the restriction was deleted or the
         range of activities covered by it was reduced in scope then each
         restriction(s) shall apply with such modification(s) as may be
         necessary to make it valid and effective and any such modification
         shall not thereby affect the validity of any other such restriction
         contained in this Clause 8.

8.5      During the term of this Agreement, a Shareholder shall not (without the
         prior written approval of the other Shareholder) permit the Company or
         any of the Subsidiaries to contract within the Territory all or any
         part of the Transactional Database to the following direct competitors
         of the Shareholders:

         a.       Experian and its Affiliates;

         b.       Compudata and its Affiliates; or

         c.       Axciom and its Affiliates or any other individual or entity in
                  a business competitive with Abacus in the United States of
                  America.

8.6      During the term of this Agreement, Claritas undertakes not to purchase
         any of the shares of Common Stock (or equivalent thereto) of Abacus
         (US) issued on the NASDAQ National Market System or otherwise. If,
         however, a third party which undertakes an activity which is
         competitive with that of the Business or of Abacus US purchases more
         than five per centum (5.00%) of the shares of Common Stock (or their
         equivalent) in Abacus US, (which shall be notified through the delivery
         of a "Form 13D" or any public announcement from Abacus (US), whichever
         comes first) then Claritas shall be released from this undertaking and
         shall be free to purchase any share (or equivalent thereto) in Abacus.

8.7      Abacus warrants that it shall not sell, dispose or otherwise licence
         the Abacus Proprietary Products to a third party throughout the
         Territory except as otherwise contemplated in this Agreement.






<PAGE>   23
9.       FINANCIAL AND ACCOUNTING MATTERS

9.1      Accounting periods and books of accounts

         9.1.1    The Company and each Subsidiary shall keep true and accurate
                  books of account, (separate from those for any third party)
                  and financial and related records in accordance with generally
                  accepted accounting principles applied on a consistent basis
                  and in conformity with any mandatory requirements of the
                  respective laws governing the principal place of business or
                  the place of incorporation of a Subsidiary or the Company. If
                  requested by Abacus such books of account shall also be
                  maintained (for the convenience and at the cost of Abacus) in
                  accordance with generally accepted accounting principles in
                  the United States of America (hereinafter referred to as "US
                  GAAP"). If requested by Claritas such books of account shall
                  also be maintained (for the convenience and at the cost of
                  Claritas) in accordance with the generally accepted accounting
                  principles under the Laws (hereinafter referred to as "NL
                  GAAP").

         9.1.2    The fiscal year of the Company and each Subsidiary shall run
                  from 1 January to 31 December. The first fiscal period for the
                  Company and each Subsidiary shall end 31 December 1998. The
                  books of account of the Company and each Subsidiary shall be
                  closed on an annual basis at the end of each fiscal year and
                  financial statements shall be drawn annually as of 31 December
                  and audited by a recognised firm of international standing.

         9.1.3    Within thirty (30) days after the end of each calendar month
                  of operations, the Company and any Subsidiary shall prepare
                  and submit to each Shareholder (or its designee) financial
                  information indicating revenues and expenses and cash in bank
                  for each month and such other financial information as the
                  Shareholders shall reasonably request.

         9.1.4    Within thirty (30) days after the end of each quarter of
                  operations, the Company and any Subsidiary shall prepare and
                  submit to each Shareholder (or its designee) an unaudited
                  statement of profits and losses resulting from the Business of
                  the Company and each Subsidiary for each such quarter. The
                  said unaudited statements of profits and losses shall be
                  prepared in accordance with US GAAP if so requested by Abacus
                  and with NL GAAP if so requested by Claritas.

         9.1.5    Each Shareholder or its duly authorised representative shall
                  at its own cost and expense have access during regular
                  business hours upon three (3) Business Day's notice to the
                  Company Managing Director or the Subsidiary Managing Director
                  (as the case may be) to all books and records (including but
                  not limited to work papers) of the Company or a Subsidiary
                  containing information (statistical, financial or otherwise)
                  relating to the Business of the Company or a Subsidiary and
                  shall have the right, at its own expense, to make copies
                  thereof provided THAT any such information disclosed to or
                  obtained by any Shareholder or its duly authorised
                  representative will be treated as confidential and used solely
                  for the purposes stated in this Agreement.

9.2      Audit

         Within one (1) month after the close of each fiscal year, the Company
         shall cause the auditors of the Company and each Subsidiary
         respectively to prepare and submit to each Shareholder an audited
         statement of profit and loss from operations, an audited balance sheet
         and a source and application of funds or equivalent thereto under the
         relevant jurisdiction prepared in accordance with acceptable accounting
         principles, and for the convenience of Abacus with US GAAP if so
         requested by Abacus and for the convenience of Claritas with NL GAAP if
         so requested by Claritas.

9.3      Deposits and Investments

         The funds of the Company or a Subsidiary shall be deposited in accounts
         opened in the name of the Company or a Subsidiary in banks or banking
         institutions designated by the Shareholders in such manner as shall be
         authorised jointly by them.


<PAGE>   24

10.      DIVIDENDS AND DISTRIBUTION OF PROFITS

10.1     Principles of Distribution

         Unless otherwise agreed by the Shareholders, and subject to Clause
         4.3.3 hereof, the annual profit of the Company shall be distributed in
         equal amounts to each Shareholder less that amount as they shall agree
         must be retained for working capital purposes or if they cannot agree
         then less the amount provided for in Clause 4.3.3.

         The annual profit of any Subsidiary shall be distributed to the Company
         less that amount as the Shareholders shall agree must be retained for
         working capital purposes or, if they cannot agree, then less the amount
         provided for in Clause 4.3.3. No distribution of profits shall take
         place so long as any Further Loan granted by one Shareholder (or its
         Affiliate) to any Subsidiary is outstanding.

10.2     Payments of Dividends

         All payments to be made by the Company to each Shareholder (or his
         designee) shall initially be made in Guilders and transferred by
         telegraphic transfer to such account as each Shareholder shall
         designate in writing without any deduction therefrom which may be
         required to be withheld under the Laws provided that the Company
         obtains and sends to each Shareholder (or their designee) as soon as
         practicable all original governmental tax receipts indicating who is
         the payer of such taxes. Any blocked monies shall be deposited in trust
         for a Shareholder who was to receive such payments in a commercial bank
         in the Netherlands designated by each Shareholder subject to such
         governmental rule, regulation or order.

11.      RIGHTS OF TRANSFER OF AN INTEREST IN THE COMPANY

11.1     General Rule on Transfers

         Except as provided in this Agreement no Shareholder shall sell, assign,
         pledge or in any manner transfer or encumber any interest in the
         Company without first complying with Sub-Clause 11.2 below.

11.2     Transfers

         Transfer during the Restricted Period

         11.2.1   During the five (5) year period commencing on the Effective
                  Date and ending five years thereafter (hereinafter referred to
                  as the `Restricted Period') any Shareholder may only offer all
                  or part of its interest in the Company for sale only to the
                  other Shareholder.

         11.2.2   Any Shareholder so offering its interest in the Company for
                  sale shall notify the other Shareholder in writing and, for a
                  period of thirty (30) days after having given such notice, the
                  Shareholder (the "Selling Shareholder") shall negotiate in
                  good faith with respect to the sale of that Shareholder's
                  interest in the Company to the remaining Shareholder (the
                  "Remaining Shareholder").

         Transfer after the Restricted Period

         11.2.3   After the Restricted Period the Selling Shareholder shall have
                  the right to offer all or part of its interest to a third
                  party bona fide purchaser provided THAT upon the Selling
                  Shareholder receiving a bona fide third party offer the
                  Selling Shareholder shall notify the Remaining Shareholder of
                  the terms of such offer and the Remaining Shareholder shall
                  have a thirty (30) day period to decide whether or not it or
                  an Affiliate shall acquire 



<PAGE>   25

                  the Selling Shareholder's interest on terms which are, in all
                  material respects, identical to the terms of the bona fide
                  third party offer. In the event the other Shareholder
                  determines not to buy the Selling Shareholder's interest, the
                  latter may sell such interest to the bona fide third party
                  within thirty (30) days making such offer on the same terms as
                  set forth in the notice of such offer to the Remaining
                  Shareholder.

         11.2.4   The Selling Shareholder may not sell its interest in the
                  Company to such bona fide third party unless said bona fide
                  third party shall have agreed to be bound by the terms and
                  conditions of the Articles of Association of the Company and
                  of this Agreement, assumes all the obligations of the selling
                  Shareholder and shall be in good financial standing and
                  reputation to effect the Business hereby contemplated.

         11.2.5   In the case of such a transfer or sale of the shares of the
                  Company to a bona fide third party, both Shareholders shall
                  use all reasonable endeavours to co-operate with the transfer
                  of the shares of the Company to said third party (including
                  the continuance by the Shareholders where required by the new
                  shareholder(s) of any obligations under the terms of the
                  Service Agreements for a further minimum period of 12 months)
                  and shall do all such acts and execute all such agreements
                  necessary to complete the transaction. Any existing agreements
                  by way of Alliance Agreements and Alliance Terms and
                  Conditions shall remain in full force and effect until
                  termination in accordance with the provisions thereof.

11.3     Permitted Transfers to an Affiliate

         All or part of the interest of a Shareholder in the Company may be
         assigned or transferred, directly or indirectly, without compliance
         with Sub Clause 11.2 above or 11.4 below to an Affiliate of a
         Shareholder PROVIDED THAT:

         (a)      any such Affiliate assignee shall assume the liabilities and
                  obligations of the assignor in connection with this Agreement
                  and the Company and shall take such further and reasonable
                  steps in connection therewith as may be requested by any
                  Shareholder; and

         (b)      the ultimate corporate parent of such Affiliate assignee shall
                  give a guarantee as to the performance of its obligations
                  under this Agreement.

11.4     Meaning of the sale, transfer or assignment of an interest

         As used in this Clause 11, all references to the sale, transfer or
         assignment of an interest in the Company means:

         (a)      the sale of the Selling Shareholder's interest in the Company;
                  together with

         (b)      the transfer of all of the Selling Shareholder's rights and
                  obligations under any of the Selling Shareholder's loans made
                  to the Company.

11.5     The Selling Shareholder will only ask for the approval of the Remaining
         Shareholder for a transfer of all or part of its interest as referred
         to in the articles of association of the Company if it complies with
         this Clause 11. The Remaining Shareholder will grant such approval and
         shall do all such acts and execute all such agreements necessary in
         that respect if the Selling Shareholder complies with this Clause. If
         the Selling Shareholder does not comply with this Clause, the Remaining
         Shareholder is allowed to designate itself as prospective purchaser as
         referred to in the articles of association of the Company.


<PAGE>   26
12.    TERMINATION RIGHTS

12.1     Subject to Clause 12.2.3, this Agreement shall terminate upon the
         mutual written agreement of the Shareholders or upon the occurrence of
         any of the following events:

         (a)      if either Shareholder (either through itself or through an
                  Affiliate) acquires the entire interest of the other
                  Shareholder in the Company; or

         (b)      either Shareholder decides to terminate this Agreement, by
                  notice in writing to the other, upon the occurrence of any of
                  the following events:

                  (i)      the other Shareholder materially breaches any of its
                           obligations of either this Agreement or any Appendix
                           attached hereto and after a period of thirty (30)
                           days the material breach has not been remedied or
                           rectified or the material breach is incapable of
                           remedy; or

                  (ii)     any order is made by a competent court for the
                           winding up or dissolution or for the appointment of a
                           liquidator, receiver, trustee or similar officer of
                           the other Shareholder; or

                  (iii)    a Shareholder ceases to carry on its principal
                           business carried on by it as at the Effective Date;
                           or

                  (iv)     a Shareholder undergoes a Change of Control. For the
                           purposes of this Sub-Clause a 'Change of Control'
                           shall mean the purchase or other acquisition by a
                           person or entity, together with its affiliates, of at
                           least twenty four per centum (24.00%) of the shares
                           of common stock or other equity interest having
                           voting powers of such Shareholder. In such instance,
                           the Company shall be available for disposal to the
                           other Shareholder in accordance with Clause 11.

12.2     Effects of Termination

         12.2.1   If a Shareholder gives notice to terminate this Agreement in
                  accordance with Sub-Clause 12.1 (b) (i), (ii), (iii) or (iv)
                  as a result of conduct by the other Shareholder, that
                  notifying Shareholder (without prejudice to any other right to
                  claim for damages that said Shareholder may have) may elect to
                  purchase the interest of the defaulting Shareholder in the
                  Company within thirty (30) days of such notice to terminate
                  this Agreement. If the notifying Shareholder elects to
                  purchase such interest the purchase price shall be equal to
                  the fair market value of the Company as such value is
                  determined by the auditors retained by both Shareholders in
                  accordance with the principles of valuation (hereinafter
                  referred to as the "Principles of Valuation") set out in
                  Clause 12.2.2 below. If both Shareholders cannot agree on such
                  auditors then they shall each select an auditor not being an
                  auditor of the Company, or a Subsidiary or either Shareholder,
                  to determine at each Shareholder's cost and expense the fair
                  market value of the Company taking into account the
                  determination made by both original auditors.

         12.2.2   For the purposes of this Clause 12.2 the Principles of
                  Valuation shall be as follows:

                  (a)      valuing the net assets of the Company (including
                           goodwill) and all other intangible assets on an arm's
                           length basis as between a willing vendor and a
                           willing purchaser;

                  (b)      the Company shall continue the Business as a going
                           concern with its assets and profits being valued
                           accordingly;


<PAGE>   27

                  (c)      provisions and adjustments for bad and doubtful debts
                           and otherwise as the auditors may consider
                           appropriate but excluding any allowance or provision
                           for deferred taxation;

                  (d)      the application on a consistent basis in all other
                           respects of generally accepted accounting principles;

                  (e)      references to the Company as used in Sub-Clauses (a)
                           through (d) above shall mean the underlying value of
                           any unpaid principal amount of loans made by the
                           Shareholders to the Company and any remaining
                           interest thereon;

                  (f)      any Service Agreements and/or Alliance Agreements or
                           Alliance Terms and Conditions continuing for the
                           period specified in such agreement after the
                           termination of this Agreement and any license
                           arrangements detailed in this Agreement between the
                           Subsidiary, a Shareholder (or Affiliate) and the
                           Company including, for the avoidance of doubt, the
                           Abacus Licence.

                  (g)      the class C 5% preference shares shall have no value
                           in determining the purchase price.

         12.2.3   The provisions of Clauses 7, 8, 12.4, 14 and 15 will survive
                  the termination of this Agreement.

12.3     Dissolution of the Company

         In the event that this Agreement is terminated in accordance with
         Clause 12.1 above and a Shareholder has not exercised its acquisition
         rights pursuant to Clause 12.2, either Shareholder shall have the right
         to require the dissolution of the Company, in which event, the
         Shareholders shall procure and cause the dissolution of the Company
         and:

         (a)      any outstanding liabilities to third parties shall be
                  satisfied from the assets of the Company after payment of the
                  Final Loans;

         (b)      any surplus remaining such as, but not limited to, cash or
                  assets convertible to cash) shall be divided pro rata amongst
                  the Shareholders in accordance with their percentage interests
                  in the Company, provided that if a buyer acceptable to the
                  Shareholders agrees to purchase the Company at a price
                  agreeable to them, and such payment is due no later than one
                  hundred and eighty (180) days after the Shareholders have
                  agreed to discontinue the Business and dissolve the Company,
                  then the proceeds from such purchase shall be divided pro-rata
                  to their shareholding in the Company.

12.4     The Shareholders agree that in case of a liquidation or dissolution of
         the Company pursuant to this Clause 12 and/or Clause 4.4.2 the
         Shareholders shall not within the Territory start or engage in the
         Business or a Competitive Activity for a period of twenty four (24)
         months from the date of cessation or liquidation of the Company's and
         Subsidiaries activities and Business or use the proprietary products of
         the other Shareholder at any time. In the event of a breach by one
         Party of the provisions of this Clause 12.4, the non-breaching Party
         shall in addition to any other remedy available to it at law or in
         equity have the right to seek specific performance, injunctive relief
         and other equitable remedies in order to prevent a breach hereof. The
         breaching Party agrees that such relief is necessary to protect the
         rights of the non-breaching Party and agrees that the non-breaching
         Party need not post a bond in order to obtain any such relief.

13.      NOTICES

13.1     Any notice under this Agreement shall be in writing and signed by or on
         behalf of the Shareholders and may be served by leaving it or sending
         it by facsimile, prepaid recorded delivery or registered 



<PAGE>   28

         post to the address and for the attention of the relevant party set out
         below (or as otherwise notified from time to time hereunder). Any
         notice so served by facsimile or post shall be deemed to have been
         received:

         13.1.1   in the case of facsimile, the next Business Day;

         13.1.2   in the case of recorded delivery or registered post,
                  forty-eight (48) hours from the date of posting.

13.2     the addresses of the Shareholders for the purpose of this Agreement are
         as follows:

         (a)      For Claritas:
                  Peter Tordoir
                  Address for Claritas aforementioned
                  E-mail/telephone/facsimile

         (b)      For Abacus
                  Carlos E Sala
                  Address for Abacus aforementioned
                  E-mail/telephone/facsimile

14.      MISCELLANEOUS

14.1     Entire Agreement

         This Agreement (together with the Recital, the Appendices, the
         Schedules and the Associated Agreements) represents the entire
         agreement of the Shareholders.

14.2     Fees and expenses

         Each Shareholder shall bear all the expenses, costs and fees incurred
         by it in connection with the preparation and execution of this
         Agreement.

14.3     Governing Law

         This Agreement and the rights and obligations of the Shareholders shall
         be exclusively governed by and interpreted in accordance with the Laws
         and the Shareholders submit to the exclusive jurisdiction of the Dutch
         Courts unless otherwise specially provided for herein.

14.4     Amendment

         This Agreement may be amended at any time, in whole or in part, by the
         written agreement of the Shareholders.

14.5     Severability

         If any provision of this Agreement is found (by a court of competent
         jurisdiction) to be void or unenforceable, such provision shall be
         deemed to be deleted from this Agreement and the remaining provisions
         of this Agreement shall continue in full force and effect PROVIDED THAT
         the Shareholders shall, in such event, meet to negotiate in good faith
         and seek to agree a mutually 



<PAGE>   29

         satisfactory valid and enforceable provision to be substituted for the
         provision so found to be void or unenforceable.

14.6     Further Assurances

         The Shareholders shall do all further things and execute all further
         documents necessary to give full and complete effect to the provisions
         of this Agreement including, but not limited to, Shareholder
         Resolutions.

14.7     Announcements

         Neither Shareholder nor the Company, a Subsidiary or any Affiliate
         shall, without the prior written consent of the other Shareholder (such
         consent not to be unreasonably withheld or delayed) issue or make any
         public announcement or statement regarding this Agreement or any matter
         the subject of this Agreement, unless it is necessary for the
         Shareholder or such Affiliate to make such public announcement or
         statement in order to comply in the Territory or elsewhere with a
         statutory obligation, or with a competent government agency or other
         regulatory body, or a recognised stock exchange on which a Shareholder
         or such Affiliate has it shares listed or are on the unlisted
         securities market in which its shares are dealt in which event a copy
         of the same shall be furnished to the other shareholder as soon as
         practicable prior to publication.

15.      ARBITRATION

         Should any disagreement arise between the Shareholders under this
         Agreement which falls outside the scope of Clause 4. the Shareholders
         agree that the disputed matter shall be settled in accordance with the
         rules of the Netherlands Arbitration Institute ("NAI"), pursuant to the
         rules and regulations of the NAI. Each Shareholder to bear its own
         costs and expenses of such arbitration proceedings and the losing party
         to bear the costs of the arbitration panel. The Arbitral Tribunal shall
         be composed of three arbitrators. The place of arbitration shall be
         Amsterdam. The Arbitration procedure shall be conducted in the English
         language. If the Shareholders jointly submit an issue to be determined
         by the NAI, they shall share the costs of the arbitration panel.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of 
the             day of                1999.



SIGNED for and on behalf of         )
ABACUS DIRECT                       )
CORPORATION                         )
by:                                 )


SIGNED for and on behalf of         )
VNU BUSINESS                        )
INFORMATION EUROPE B.V.             )
by:                                 )


<PAGE>   30

                                   SCHEDULE 1

                                     PART 1

                            CLARITAS PROPRIETARY DATA



That proprietary data owned by the Affiliate of Claritas known as Claritas Group
Limited, such proprietary data being

The Lifestyle Universe as more specifically described in the Claritas Services
Agreement to include all updates and enhancements thereto .





                                     PART 2

                          The Transactional Database(s)

The formation of a transactional database from data supplied by End-Users
(together with the use of the Claritas Proprietary Products and Abacus
Proprietary Products) for a particular country or region within the Territory
specific to the mail order industry and retail industry which specifically
publishes mail order catalogues and applicable to a particular region or country
within the Territory enhanced by various demographic, lifestyle and promotional
responsive or purchase history data supplied and updated pursuant to the
Alliance Agreements and the Service Agreements.

The Transactional Database(s) defined above will be used to:

(i)      sell selected modelled names and addresses from a Transactional
         Database to End Users only for use in prospecting new clients for such
         End-Users, enhancing End-User in-house databases and purchased lists
         and for the provision of market tracking and analysis reports;

(ii)     optimise and / or enhance lists or datasets that the End User may have
         obtained from non Abacus sources for the purpose of gaining mailing
         efficiencies;

(iii)    derive segmentation datasets similar to the Claritas Proprietary Data
         or other proprietary products of Claritas such as "Prizm" (R)(TM) or
         "PSYCL(pound) (R)(TM) or Abacus US from a Transactional Database in
         order to compare and contrast groups of consumers by End Users or
         non-participating companies from market sectors other than the specific
         mail order and merchandise retail industries relevant to a region;

(iv)     simultaneously compile the Transactional Database(s) for the business
         to business sector for the purposes envisaged in paragraphs (i) and
         (ii) above.

The Transactional Database shall never constitute the Claritas Proprietary Data
or the Abacus Proprietary Data on its own. However, subject to the terms and
conditions of this Agreement and at the sole discretion of the Shareholders
Claritas (or its Affiliates) and Abacus (or its affiliates) may license Abacus
or Claritas as appropriate to license all or part of the Claritas Proprietary
Data or the Abacus Proprietary Data to potential licensed purchasers, on a basis
and at costs to be agreed between the Shareholders.


<PAGE>   31

                                   SCHEDULE 2

                                     PART 1

                              THE ABACUS TRADE MARK


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                       MARK        NUMBER            CLASS                         GOODS
----------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>        <C>
       ABACUS DIRECT               1536998             35       Business marketing Services relating to the
                                                                compilation, analysis and licensing of
                                                                consumer information, all included in Class
                                                                35.
----------------------------------------------------------------------------------------------------------------
</TABLE>


                                     PART 2

                                THE TRADE MARK(s)

               Application for a Community Mark for Abacus Direct