Exhibit 10.2

NETRATINGS, INC.        1998 STOCK PLAN

1.Purposes of the Plan.The purposes of this Stock Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2.Definitions.As used herein, the following definitions shall apply:



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3.Stock Subject to the Plan.Subject to the provisions of Section 12 of the Plan, the maximum
aggregate number of Shares which may be subject to option and sold under the Plan is 5,465,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

If
an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4.Administration of The Plan.



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5.Eligibility.



6.Term of Plan.The Plan shall become effective upon its adoption by the Board. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 14 of the Plan.

7.Term of Option.The term of each Option shall be stated in the Option Agreement; provided, however,
that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant
or such shorter term as may be provided in the Option Agreement.

8.Option Exercise Price and Consideration.



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9.Exercise of Option.



An
Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of
the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan.

Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number
of Shares as to which the Option is exercised.



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10.Non-Transferability of Options and Stock Purchase Rights.The Options and Stock Purchase Rights may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

11.Stock Purchase Rights.



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12.Adjustments Upon Changes in Capitalization, Merger or Asset Sale.



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13.Time of Granting Options and Stock Purchase Rights.The date of grant of an Option or Stock
Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the
Administrator. Notice of the determination shall be given to each Service Provider to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

14.Amendment and Termination of The Plan.



15.Conditions Upon Issuance of Shares.



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16.Inability to Obtain Authority.The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

17.Reservation of Shares.The Company, during the term of this Plan, shall at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18.Stockholder Approval.The Plan shall be subject to approval by the stockholders of the Company
within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

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NETRATINGS, INC.
1998 STOCK PLAN
STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

[Optionee's
Name and Address]

The
undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

|                               | Date of Grant             |   |                           | 
|------------------------------ | ------------------------- | - | ------------------------- | 
|                               |                           |   |                          
|                               | Vesting Commencement Date |   |                           | 
|                               |                           |   |                          
|                               | Exercise Price per Share  |   |                           | 
|                               |                           | $ |                          
|Total Number of Shares Granted |                           |   |                          
|                               |                           |   |                          
|Total Exercise Price           |                           |   |                          
|                               |                           | $ |                          
|Type of Option:                |                           |   | Incentive Stock Option   
|                               |                           |   | Nonstatutory Stock Option
|Term/Expiration Date:          |                           |   |                          
|                               |                           |   |                          



This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

25%
of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter,
subject to Optionee's continuing to be a Service Provider on such dates.



This Option shall be exercisable for three months after Optionee ceases to be a Service Provider. Upon Optionee's death or Disability, this Option may be
exercised for one year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

1.Grant of Option.The Plan Administrator of the Company hereby grants to the Optionee named in the
Notice of Grant (the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the
"Exercise Price"), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the

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extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO").

2.Exercise of Option.



No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable laws. Assuming such compliance, for income tax purposes
the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

3.Optionee's Representations.In the event the Shares have not been registered under the Securities
Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the
Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

4.Lock-Up Period.Optionee hereby agrees that, if so requested by the Company or any representative of
the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the
Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

5.Method of Payment.Payment of the aggregate Exercise Price shall be by any of the following, or a
combination thereof, at the election of the Optionee:



6.Restrictions on Exercise.This Option may not be exercised until such time as the Plan has been
approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any
Applicable Law.

7.Non-Transferability of Option.This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of

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Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

8.Term of Option.This Option may be exercised only within the term set out in the Notice of Grant,
and may be exercised during such term only in accordance with the Plan and the terms of this Option.

9.Tax Consequences.Set forth below is a brief summary as of the date of this Option of some of the
federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.



10.Entire Agreement; Governing Law.The Plan is incorporated herein by reference. The Plan and this
Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws but not the choice of law rules of California.

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11.No Guarantee of Continued Service.OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of
the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

|OPTIONEE:         |  | NETRATINGS, INC.
|----------------- |  | ----------------
|                  |  |                 
|Signature         |  | By              
|                  |  |                 
|Print Name        |  | Title           
|                  |  |                 
|                  |  |                 
|Residence Address |  |                 

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EXHIBIT A
1998 STOCK PLAN
EXERCISE NOTICE

NetRatings, Inc.
Suite 183
830 Hillview Court
Milpitas, CA 95035

Attention:
Corporate Secretary

1.Exercise of Option.Effective as of today,              , 19    , the undersigned
("Optionee") hereby elects to exercise Optionee's option to purchase         shares of the Common Stock (the "Shares") of NetRatings, Inc. (the "Company") under and pursuant to the
1998 Stock Plan (the "Plan") and the Stock Option Agreement dated              , 19    (the "Option Agreement").

2.Delivery of Payment.Purchaser herewith delivers to the Company the full purchase price of the
Shares, as set forth in the Option Agreement.

3.Representations of Optionee.Optionee acknowledges that Optionee has received, read and understood
the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4.Rights as Shareholder.Until the issuance of the Shares (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as
practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of the
Plan.

5.Company's Right of First Refusal.Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal
to purchase the Shares on the terms and conditions set forth in this Section (the "Right of First Refusal").



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6.Tax Consultation.Optionee understands that Optionee may suffer adverse tax consequences as a result
of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice.

7.Restrictive Legends and Stop-Transfer Orders.



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8.Successors and Assigns.The Company may assign any of its rights under this Agreement to single or
multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be
binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

9.Interpretation.Any dispute regarding the interpretation of this Agreement shall be submitted by
Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding
on all parties.

10.Governing Law; Severability.This Agreement is governed by the internal substantive laws but not
the choice of law rules, of California.

11.Entire Agreement.The Plan and Option Agreement are incorporated herein by reference. This
Agreement, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a
writing signed by the Company and Optionee.

|Submitted by: |  | Accepted by:    
|------------- |  | ----------------
|OPTIONEE:     |  | NETRATINGS, INC.
|              |  |                 
|Signature     |  | By              
|              |  |                 
|Print Name    |  | Its             
|Address:      |  |                 
|              |  |                 
|              |  |                 

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EXHIBIT B
INVESTMENT REPRESENTATION STATEMENT

|OPTIONEE: |  |                  |  | 
|--------- |  | ---------------- |  | 
|          |  |                  |  | 
|COMPANY:  |  | NETRATINGS, INC. |  | 
|SECURITY: |  | COMMON STOCK     |  | 
|AMOUNT:   |  |                  |  | 
|          |  |                  |  | 
|DATE:     |  |                  |  | 
|          |  |                  |  | 

In
connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following:



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In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to
the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by
an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less
than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.



| |  | Signature of Optionee:
| |  | ----------------------
| |  |                       
| |  | Date: , 19            

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