##### 



EXHIBIT 10.2 (SAS LOGO)
    
    SAS Institute Inc.
SAS Circle o Box 8000
Cary, NC 27512-8000
Phone (919)-677-8000 o Fax (919) 677-8123
    
    Institute License
Agreement Number 21446Master License AgreementFor Institute Software
 This
Agreement is between SAS Institute Inc., SAS Circle, Box 8000, Cary,
North Carolina 27512-8000 (Institute) and Abacus Direct Corp.
    
    1050 Walnut Street
    
    Boulder, CO          80302(Customer).Customer name
    
    Street address
    
    City, State, Zip
  1.
    
    License: In exchange
for paying license fees and applicable taxes arising under this
Agreement (Agreement), the Institute grants to the Customer a
nonassignable and nonexclusive license to use the Institute Software
designated under this Agreement (Software)
for the initial period and for additional periods, if renewed. All Software is the
copyrighted property of the Institute and is licensed for use with the supported
operating system designated by the Customer.  2.
    
    What the Institute will do:  A.
    
    The Institute will send the Software to the Customer and after the Customer
pays the license fees, the Institute will authorize the Customer to use the Software
for the full license period.B.
    
    The Institute will set the license beginning date to give the Customer a
free thirty (30) day trial period for installation and testing. If a shipment
delay shortens the trial period, the Customer can call the Institute for an
extension. The Customer will not owe license fees for Software returned
promptly after the trial period. The initial license fee for Software the Customer
keeps will be prorated to the anniversary date of any associated base
SAS® Software.C.
    
    The Institute will help the Customer by telephone or in writing solve
specific problems installing and using the Software. The Institute does not
guarantee that it will solve every such problem or correct every bug or
error.D.
    
    As the Software is updated, the Institute will provide updated copies of
the Software to the Customer.E.
    
    The Institute warrants that it has the right to license the Software to
the Customer. The Institute warrants that the Software will substantially
conform to its current published specifications. If the Software does not
substantially conform to those specifications, the Institute will choose
either to make it conform or to refund the current license fee paid by the
Customer for that product. Distribution media will be replaced if defective upon
delivery to the Customer.THESE WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.F.
    
    It claims of copyright, patent, trade secret or other
proprietary rights
violations arise from the Customers use of the most current versions of the
Software provided to the Customer, the Customer agrees to immediately notify
the Institute in writing and permit the Institute to control any resulting
litigation or settlement. If such a violation occurs and the Customer has
complied with this Agreement, the Institute will reimburse the Customer for
any damages directly arising from that violation and finally awarded against
the Customer.  3.
    
    What the Customer will do:  A.
    
    The Customer will pay all fees arising under this
Agreement according to the Institutes invoices, including any
applicable taxes unless Customer provides acceptable proof of tax
exemption.B.
    

    The Customer will use all reasonable efforts to allow use
of the Software only:  1.
    
    on Customer-controlled hardware authorized under this
Agreement or Customer-controlled back-up hardware to which the
Software has been moved because the authorized hardware is
temporarily inoperative; and2.
    
    by the Customers employees and any contractors or
consultants performing work for the Customer on the Customers
premises; and3.
    
    by the Customers students, if the Customer is a
degree-granting institution.  C.
    
    The Customer will implement procedures to validate input
accuracy, output accuracy and correctness of results, and to
establish back-up plans adequate for the Customers needs.D.
    
    So the Customer can properly update and distribute
information needed to keep the Software functioning properly and
account for authorized hardware, the Customer will:  1.
    
    keep records of where workstation Software is
used; and2.
    
    designate installation and technical support
contact(s) and other information as specified on the
applicable forms provided by the Institute; and3.
    
    explain the terms of this Agreement to those
affected by it.  E.
    
    If the Customer believes the Software is being used in violation of this
Agreement, Customer will promptly notify Institute in writing and will
cooperate in the Institutes investigation and resolution of the situation.F.
    
    If this Agreement or any Software licensed under this Agreement is
cancelled or not renewed, the Customer will discontinue use and destroy
all useable copies of the Software, in whatever form, and notify the
Institute.  4.
    
    The Customer will use the best efforts not to permit anyone having
access to the Software to:  A.
    
    modify, reverse engineer, or decompile the Software;
orB.
    
    mask, modify, or suppress any copyright notices or
other proprietary rights notices, or fail to properly label any
authorized copy; orC.
    
    use the Software outside the United States or Canada;
or timeshare, rent, or otherwise use the Software except as
specifically permitted in this
Agreement.  5.
    
    General License Terms:  A.
    
    Limitations of Liability:  1.
    
    THE CUSTOMER AGREES THAT THE INSTITUTES LIABILITY TO THE CUSTOMER BASED
ON THE PARTIES AGREEMENT AND/OR USE OF ANY SOFTWARE PRODUCT, EXCLUDING
LIABILITY FOR COPYRIGHT, PATENT, TRADE SECRET OR OTHER PROPRIETARY
RIGHTS VIOLATIONS UNDER SECTION 2(F) OF THIS AGREEMENT, WILL NOT
EXCEED THE CUSTOMERS CURRENT-YEAR LICENSE FEE PAID FOR THE
SOFTWARE PRODUCT DIRECTLY RELATED TO THE LIABILITY.2.
    
    THE CUSTOMER AGREES THAT THE INSTITUTE WILL NOT BE LIABLE FOR ANY
LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF THE INSTITUTE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.3.
    
    THE CUSTOMER FURTHER AGREES THAT THE INSTITUTE WILL NOT BE LIABLE
FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANYONE ELSE EXCEPT FOR
A CLAIM OF COPYRIGHT, PATENT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS
VIOLATIONS UNDER SECTION 2(F) OF THIS AGREEMENT.  B.
    
    THE CUSTOMERS REMEDIES AS DESCRIBED IN SECTION 2(E)
OF THIS AGREEMENT ARE EXCLUSIVE.C.
    
    The Customer may make a non-supported copy of the
Software to meet its security, installation, and restart and
recovery needs. If the Customers recovery needs include access
by a disaster recovery contractor, that contractors employees
shall be considered the Customers employees under this
Agreement, and the Customer will remain responsible for any use
of the Software in violation of this Agreement. The Customer
will provide the name and address of the disaster recovery
contractor to the Institute before the Customer delivers a copy
of the Software to the disaster recovery contractor.D.
    
    This Agreement is governed by the laws of the United
States and of North Carolina. If any part of this Agreement is
held to be unconscionable or
otherwise invalid, that part will be omitted, but the balance will
remain in full force and effect.E.
    
    Any Software licensed under this agreement may be
renewed for additional periods if the Institute and the
Customer agree. License fees for any additional periods may
differ. Fees for any additional periods or for hardware changes
which result in additional license fees will be billed under the
hardwares then-current license fee schedule. The Customer can
cancel this Agreement or any Software licensed under it during
any license period for any reason. During any license period,
the Institute can cancel this Agreement or any Software licensed
under it and take other action if the Customer has not complied
with this Agreement. The Institute will provide written notice
giving the Customer thirty (30) days to correct the problem
before cancelling this Agreement or any Software licensed under
it.F.
    
    This Agreement, its supplements, and invoices arising
under it constitute the complete and exclusive statement of the
parties agreement about the Software, which supercedes all
prior communications relating to the subject matter of this
Agreement. Additional or conflicting terms on any current or
future Customer purchasing documents are rejected. This
Agreement can be modified only in writing signed by both
parties. Both the Institute and the Customer have read this
Agreement, understand it, and accept its terms. Accepted by: SAS Institute Inc.
    
    Customer:
    Abacus Direct Corp.By
    
    /s/ Dianne A. Johnson
    
    By
    
    /s/ Karl M. FriedmanAuthorized signature
    
    
    
    Authorized signatureDianne A. Johnson
    
    
    
    Karl
M. FriedmanName (type or print)
    
    
    
    Name (type or print)Manager, Contracts Administration
    
    
    
    Chief Operating OfficerTitle
    
    
    
    TitleOn
    
    April 25, 1990
    
    On
    
    April 19, 1990Date
    
    
    
    Date
 SAS is a registered trademark
of SAS Institute Inc., Cary, NC, USA. A footnote must accompany the
first use of each registered trademark or trademark and must state
that the referenced trademark is used to identify products or
services of SAS Institute, Inc.