SC TO-T

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

INFORMATION RESOURCES, INC.
(Name of Subject Company)

GINGKO ACQUISITION CORP.
a wholly owned subsidiary of
GINGKO CORPORATION
a company formed by
SYMPHONY TECHNOLOGY II-A, L.P.
and
TENNENBAUM & CO., LLC
(Names of Filing Persons—Offerors)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(and Associated Preferred Share Purchase Rights)
(Title of Class of Securities)

456905108
(Cusip Number of Class of Securities)

Gingko Corporation
c/o Symphony Technology Group
4015 Miranda Avenue, 2nd Floor
Palo Alto, California 94304
Telephone: (650) 935-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copies to:

Jeffrey D. Berman
John D. Amorosi
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000 Dhiya El-Saden
Gregory L. Surman
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
Telephone: (213) 229-7000

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$115,878,358	$9,374.56

*

Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 30,020,300 (number of shares of common stock of subject company outstanding on a fully diluted basis) by $3.86 (the market value of the shares of the subject company calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, by reference to the average of the high and low Nasdaq National Market prices reported for shares of the subject company on July 10, 2003.

**

The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.008090% of the transaction valuation.

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:                                                                              Filing Party:                                                                          

Form or Registration No.:                                                                           Date Filed:                                                                           

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý    third-party tender offer subject to Rule 14d-1.

o    issuer tender offer subject to Rule 13e-4.

o    going-private transaction subject to Rule 13e-3.

o    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

Items 1 through 9, and Item 11.

        This Tender Offer Statement on Schedule TO is filed by Gingko Acquisition Corp., a Delaware corporation ("Purchaser"), and Gingko Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Symphony Technology II-A, L.P., a Delaware limited partnership, and Tennenbaum & Co., LLC, a Delaware limited liability company. This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Information Resources, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, and as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the "Rights Agreement"), for $3.30 per Share, net to the seller in cash, plus one contingent value right ("CVR") per Share representing the right to receive an amount equal to a portion of potential lawsuit proceeds, if any, of an antitrust lawsuit, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10.    Financial Statements.

        Not applicable.

Item 12.    Exhibits.

(a)(1)(A)	Offer to Purchase, dated July 14, 2003.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)*	Text of press release issued by Information Resources, Inc. Symphony Technology II-A, L.P. and Tennenbaum Capital Partners, LLC on June 29, 2003.
(a)(1)(H)	Summary advertisement published July 14, 2003.
(b)(1)	Commitment letter dated as of June 29, 2003 among Tennenbaum Capital Partners, LLC, as agent for one or more entities managed by Tennenbaum Capital Partners, LLC, Gingko Corporation and Symphony Technology II-A, L.P.
(b)(2)	Commitment letter dated as of June 29, 2003 among Symphony Technology II-A, L.P., Gingko Corporation and Information Resources, Inc.
(d)(1)	Agreement and Plan of Merger dated as of June 29, 2003 by and among Gingko Corporation, Gingko Acquisition Corp. and Information Resources, Inc.
(d)(2)	Form of Contingent Value Rights Agreement by and among Information Resources, Inc., Gingko Corporation, Gingko Acquisition Corp. and the Rights Agents (as defined therein).

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(d)(3)	Confidentiality Agreement, dated February 19, 2003, between Symphony Technology Group and Information Resources, Inc.
(g)	Not applicable.
(h)	Not applicable.

*

Previously filed with the SEC on Parent's and Purchaser's Schedule TO-C, dated June 30, 2003.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 14, 2003
	GINGKO ACQUISITION CORP.
	By:	/s/ William Chisholm Name: William Chisholm Title: Executive Vice President
	GINGKO CORPORATION
	By:	/s/ William Chisholm Name: William Chisholm Title: Executive Vice President
	SYMPHONY TECHNOLOGY II-A, L.P.
	By:	Symphony Technology II GP, LLC its General Partner
	By:	/s/ William Chisholm Name: William Chisholm Title: Managing Member
	TENNENBAUM & CO., LLC
	By:	/s/ Howard M. Levkowitz Name: Howard M. Levkowitz Title: Principal

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SIGNATURE

EX-99.(A)(1)(A)

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Offer to Purchase
All Outstanding Shares of Common Stock (and the Associated Preferred Share Purchase Rights)
of
INFORMATION RESOURCES, INC.
at
$3.30 Net Per Share In Cash, Plus One Contingent Value Right Per Share Representing the Right
to an Amount Equal to a Portion of any Potential Proceeds of an Antitrust Lawsuit
by

GINGKO ACQUISITION CORP.,

a wholly owned subsidiary of
GINGKO CORPORATION,
a company formed by
SYMPHONY TECHNOLOGY II-A, L.P.
and affiliates of
TENNENBAUM & CO., LLC

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 8, 2003, UNLESS THE OFFER IS EXTENDED.

WE ARE MAKING THIS OFFER PURSUANT TO AN AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 29, 2003 BY AND AMONG INFORMATION RESOURCES, INC., GINGKO CORPORATION AND GINGKO ACQUISITION CORP. THE BOARD OF DIRECTORS OF INFORMATION RESOURCES, INC. HAS UNANIMOUSLY:

•

DETERMINED THAT EACH OF THE OFFER, THE MERGER, THE MERGER AGREEMENT AND THE FORM OF CONTINGENT VALUE RIGHTS AGREEMENT DESCRIBED IN THIS DOCUMENT IS ADVISABLE AND IN THE BEST INTERESTS OF INFORMATION RESOURCES, INC. AND ITS STOCKHOLDERS, AND IS FAIR TO INFORMATION RESOURCES INC.'S STOCKHOLDERS;



•

APPROVED THE MERGER AGREEMENT, THE FORM OF CONTINGENT VALUE RIGHTS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE OFFER AND THE PROPOSED MERGER BETWEEN GINGKO ACQUISITION CORP. AND INFORMATION RESOURCES, INC.); AND



•

RECOMMENDED THAT INFORMATION RESOURCES INC.'S STOCKHOLDERS TENDER THEIR SHARES OF COMMON STOCK IN THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE MERGER.

OUR OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER OF SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS), OF INFORMATION RESOURCES, INC. THAT, TOGETHER WITH ALL OTHER SUCH SHARES OWNED BY OUR PARENT COMPANY AND US, REPRESENTS A MAJORITY OF THE TOTAL NUMBER OF THOSE SHARES OUTSTANDING (AFTER GIVING EFFECT TO THE EXERCISE OF ALL OUTSTANDING RIGHTS TO ACQUIRE SHARES OF INFORMATION RESOURCES, INC.).

        If you have questions about the Offer, you can contact MacKenzie Partners, Inc., the information agent for the Offer, at its address and telephone numbers set forth on the back cover of this document. You can also obtain additional copies of this document, the related Letter of Transmittal and the Notice of Guaranteed Delivery from MacKenzie Partners, Inc. or your broker, dealer, bank, trust company or other nominee.

A SUMMARY OF THE PRINCIPAL TERMS OF THE OFFER APPEARS ON PAGES 1 THROUGH 8. THIS DOCUMENT AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER.

July 14, 2003

TABLE OF CONTENTS

			Page
SUMMARY TERM SHEET			1
SPECIAL CONSIDERATIONS RELATING TO THE CVRs			7
INTRODUCTION			9
THE OFFER			11
	1.	Terms of the Offer	11
	2.	Acceptance for Payment and Payment	12
	3.	Procedure for Tendering Shares	13
	4.	Withdrawal Rights	15
	5.	Certain Tax Considerations	16
	6.	Price Range of Shares; Dividends	17
	7.	Possible Effects of the Offer on the Market for the Shares; Stock Quotation; Registration under the Exchange Act; Margin Regulation	18
	8.	Certain Information Concerning the Company	19
	9.	Certain Information Concerning Purchaser and Parent	20
	10.	Source and Amount of Funds	22
	11.	Background of the Offer	24
	12.	Purpose of the Offer; Plans for the Company; Stockholder Approval; Appraisal Rights; The Merger Agreement; The CVR Agreement	29
	13.	Dividends and Distributions	49
	14.	Conditions of the Offer	49
	15.	Certain Legal Matters; Regulatory Approvals	50
	16.	Fees and Expenses	51
	17.	Miscellaneous	52
Schedule I        Directors and Executive Officers of Parent and Purchaser			I-1

SUMMARY TERM SHEET

        We, Gingko Acquisition Corp., a wholly owned subsidiary of Gingko Corporation, are offering to purchase all outstanding shares of common stock, par value $0.01 per share, of Information Resources, Inc. for $3.30 net per share in cash plus one contingent value right per share, representing the right to receive an amount equal to a portion of any potential proceeds of an antitrust lawsuit, upon the terms and subject to the conditions set forth in this document and the related letter of transmittal and pursuant to the Agreement and Plan of Merger dated as of June 29, 2003 by and among Information Resources, Gingko Corporation and Gingko Acquisition Corp. and the form of Contingent Value Rights Agreement by and among Information Resources, Gingko Corporation, Gingko Acquisition Corp. and the Rights Agents. The following are some of the questions you, as an Information Resources stockholder, may have and answers to those questions. You should carefully read this document and the accompanying letter of transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this document, the letter of transmittal and the other accompanying materials.

Who is offering to buy my securities?

        Our name is Gingko Acquisition Corp. We are a Delaware corporation formed for the purpose of making this tender offer for all of the common stock of Information Resources. We are a wholly owned subsidiary of Gingko Corporation, a Delaware corporation and a company formed by Symphony Technology II-A, L.P., a Delaware limited partnership, and by affiliates of Tennenbaum & Co., LLC, a Delaware limited liability company. We and Gingko Corporation are both newly formed corporations and have not conducted any business other than in connection with the offer, the merger agreement, the contingent value rights agreement and the commitment letters described in this document.

What securities are we offering to purchase?

        We are offering to purchase all of the outstanding common stock, par value $0.01 per share, including the associated preferred share purchase rights, of Information Resources. In this summary term sheet, we refer to one share of Information Resources common stock and the associated preferred share purchase right as a "share."

How much are you offering to pay for my shares and what is the form of payment?

        We are offering to pay you $3.30 per share, net to you, in cash, plus one contingent value right (referred to in this summary term sheet as a CVR) per share, representing the right to receive an additional cash payment if Information Resources or its affiliates receives any proceeds from its antitrust lawsuit against The Dun & Bradstreet Corp., A.C. Nielsen Co. (now owned by VNU, N.V.) and IMS International, Inc.

What is a CVR and is there an agreement governing the rights of tendering stockholders who receive the CVRs in the offer?

        The CVR is a highly speculative contractual right to receive a contingent payment, the value of which will depend on Information Resources' recovery, if any, in its antitrust lawsuit against The Dun & Bradstreet Corp., A.C. Nielsen Co. and IMS International, Inc. By virtue of their ownership of the CVRs, the CVR holders (that is, former Information Resources stockholders) will be entitled, in the aggregate to be paid by Gingko Corporation an amount equal to 60% of any proceeds received by Information Resources in respect of this lawsuit (whether by settlement, judgment or otherwise), subject to adjustments for certain items, including for taxes that Information Resources has to pay on the recovery (assumed to be at a rate of 34%) and any contingency fees payable to outside counsel in

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connection with the litigation. The remaining 40% of any such proceeds (again subject to certain adjustments) will be retained and remain the property of Information Resources and its then current owners. The terms of the CVRs and the rights of the holders of CVRs will be governed by a contingent value rights agreement to be entered into immediately before the purchase of shares of Information Resources pursuant to the offer. See "Special Considerations Relating to the CVRs" and "The Offer—Section 12".

        As part of the overall transaction, upon consummation of the purchase of shares pursuant to the offer, Symphony Technology II-A, L.P. and entities affiliated with Tennenbaum & Co., LLC, have each agreed to contribute $5 million to an escrow account to fund the continuing prosecution of the litigation and to pay all related expenses. The Tennenbaum entities may satisfy their commitment by providing a letter of credit for the benefit of the rights agents referred to below. The rights agents have the right to raise additional funding to finance the prosecution of the litigation if that proves necessary. To the extent the expenses incurred in connection with prosecuting the litigation are less than $10 million, the difference will be paid to the CVR holders. See "Special Considerations Relating to the CVRs" and "The Offer—Section 12".

        A body of rights agents will be appointed to direct the litigation on behalf of Information Resources and the CVR holders. We will name two of the rights agents, and Information Resources (under its current management) will name two of the rights agents. An independent individual will then be selected as the fifth rights agent. Under the contingent value rights agreement, one or both of the rights agents appointed by Information Resources will oversee the day-to-day workings of the litigation. However, the approval of a majority of the rights agents is required for any strategic decision (as defined in the contingent value rights agreement) relating to the litigation. Further, a majority of the rights agents (other than the independent rights agent) must approve any settlement of the litigation. See "Special Considerations Relating to the CVRs" and "The Offer—Section 12".

        The issuance of the CVRs will not be registered under the federal securities laws nor will the CVRs be registered on any national securities exchange. The CVRs will NOT be transferable, except by will, upon death of the holder, or by operation of law. See "Special Considerations Relating to the CVRs" and "The Offer—Section 12".

        LaSalle Bank National Association has agreed to provide us with a list of the names and addresses, together with the number of Shares paid for, of each tendering stockholder and designated payee to whom payment of cash consideration for the Shares is delivered. That list will serve as the register of holders of CVRs. Pursuant to the form of contingent value rights agreement, the Secretary of our parent company will be initially appointed "CVR Registrar" for the purpose of maintaining the CVR register and registering CVRs and transfers of CVRs. In the event that, pursuant to the contingent value rights agreement, payment is to be made in respect of the CVRs, the CVR Registrar will send a notice to each CVR holder listed in the CVR register. The notice will provide details of the payment to be made in respect of the CVRs and will request that the CVR holder provide the CVR Registrar with written confirmation of the holder's address to which payment should be sent. Payment will be sent to the holders of CVRs upon receipt of the requested written confirmation. See "The Offer—Section 2" and "The Offer—Section 12" for further details regarding payment in respect of the CVRs.

        The above paragraphs describing the CVRs are qualified in their entirety by reference to the form of contingent value rights agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO filed by Gingko Acquistion Corp., Gingko Corporation, Symphony Technology II-A, L.P. and Tennenbaum & Co., LLC pursuant to Rule 14d-3 under the Securities Exchange Act of 1934 with the Securities and Exchange Commission.

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Do you have the financial resources to make the cash payment under the offer?

        We will need approximately $114 million to purchase all shares pursuant to the offer, to pay $10 million into an escrow account to pay expenses relating to the A.C. Nielsen Co. litigation and to pay related fees and expenses. It is anticipated that $110 million of the funds we will need to acquire all of the outstanding shares of the Company's common stock (and the $10 million to be paid into an escrow account to fund the continuing prosecution of the A.C. Nielsen Co. litigation and pay related expenses) will be provided through the sale of Gingko Corporation's common stock for cash to Symphony Technology II-A, L.P. and one or more affiliates of Tennenbaum & Co., LLC and the performance of other obligations by Symphony Technology II-A, L.P. under a commitment letter entered into among Symphony Technology II-A, L.P., Gingko Corporation and Information Resources and a commitment letter entered into among Tennenbaum Capital Partners, LLC, a Delaware limited liability company, the managing member of which is Tennenbaum & Co., LLC, as agent for entities the investments of which it manages, Gingko Corporation and Symphony Technology II-A, L.P., respectively. The latter commitment letter (a) obligates Symphony II-A to pay for expenses incurred by us or Tennenbaum (but not Information Resources, Inc., which will cover its own expenses) in connection with the offer and related transactions which will satisfy amounts obligated to be paid in excess of $110 million and (b) provides for the recapitalization of Information Resources and Gingko Corporation, including the refinancing of the Company's existing bank credit facility, on or after consummation of the merger, subject to certain terms and conditions. See "The Offer—Section 10" and "The Offer—Section 12".

        The Offer is not conditioned upon any financing arrangements.

Is your financial condition relevant to my decision to tender in the offer?

        We do not think our financial condition is material to your decision whether to tender in the offer because the offer is not subject to any financing condition, and we are offering to purchase all of Information Resources' issued and outstanding shares.

Is there an agreement governing the offer?

        Yes. Information Resources, Inc., Gingko Corporation and we have entered into a merger agreement dated as of June 29, 2003. The merger agreement provides, among other things, for the terms and conditions of the offer and the merger of us into Information Resources, with Information Resources continuing as the surviving company. See "The Offer—Section 12".

What does the Information Resources Board of Directors think about the offer?

        The Board of Directors of Information Resources has unanimously (i) determined that each of the offer, the merger, the merger agreement and the contingent value rights agreement described in this document is advisable and in the best interests of Information Resources and its stockholders, and is fair to Information Resources' stockholders, (ii) approved the merger agreement and the transactions contemplated thereby (including the offer and the proposed merger between us and Information Resources) and (iii) recommended that Information Resources' stockholders tender their shares in the offer and approve and adopt the merger agreement and the merger. See "The Offer—Section 11" and "The Offer—Section 12".

How long do I have to decide whether to tender in the offer?

        You have until at least 12:00 Midnight, New York City time, on August 8, 2003, to decide whether to tender your shares in the offer. If you cannot deliver everything required to make a valid tender to LaSalle Bank National Association, the depositary for the offer, before such time, you may be able to use a guaranteed delivery procedure, which is described in "The Offer—Section 3". In addition, if we

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decide to include one or more subsequent offering periods in the offer as described below, you will have an additional opportunity to tender your shares. See "The Offer—Section 1".

What are the most significant conditions to the offer?

        The offer is conditioned upon, among other things, there being validly tendered and not withdrawn before the expiration date a number of shares of Information Resources common stock that, together with all other such shares owned by our parent company and us, represents a majority of the total number of those shares outstanding on a fully diluted basis (after giving effect to the exercise of all outstanding rights to acquire shares of Information Resources). While the lapse or termination of all required waiting periods under applicable foreign antitrust laws and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 are listed as and remain conditions to the offer, the parties have concluded that no filings or waiting periods under those laws are applicable to the offer or the merger. See "The Offer—Section 14".

Can the offer be extended and under what circumstances?

        Pursuant to the terms of the merger agreement by and among Information Resources, Gingko Corporation and us, we have the right to extend the offer, without the consent of Information Resources, (i) if, at the then scheduled expiration date of the offer, any condition to the offer has not been satisfied or waived, until all of those conditions are satisfied or waived and (ii) for any period required by the Securities and Exchange Commission.

        In addition, after the expiration of the offer, we may, but are not obligated to, give stockholders who did not tender in the offer another chance to tender at the same price in a subsequent offering period lasting an aggregate of between three and 20 business days. See "The Offer—Section 1".

How will I be notified if the offer is extended?

        If we decide to extend the offer or to provide for a subsequent offering period, we will inform LaSalle Bank National Association, the depositary for the offer, of that fact and will make a public announcement of the extension or decision to provide a subsequent offering period, no later than 9:00 A.M., New York City time, on the business day after the day on which the offer had previously been scheduled to expire. See "The Offer—Section 1".

How do I tender my shares?

        To tender shares, you must deliver the certificates representing your shares, together with a completed letter of transmittal, to LaSalle Bank National Association, the depositary for the offer, not later than the time at which the offer is then scheduled to expire. If your shares are held in street name by your broker, dealer, bank, trust company or other nominee, that nominee can tender your shares through The Depositary Trust Company. If you cannot deliver everything required to make a valid tender to the depositary before the expiration of the offer, you may have a limited amount of additional time to tender your shares by having a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP), guarantee that the missing items will be received by the depositary within three Nasdaq National Market trading days. However, to make a valid tender, the transfer agent must receive the missing items within that three trading day period. See "The Offer—Section 3".

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Until what time can I withdraw tendered shares?

        You can withdraw tendered shares at any time until the offer has expired, and, if we have not by September 11, 2003 agreed to accept your shares for payment, you can withdraw them at any time after that time until we accept shares for payment. You may not, however, withdraw shares tendered during a subsequent offering period if we elect to provide one. See "The Offer—Section 4".

How do I withdraw tendered shares?

        To withdraw previously tendered shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to LaSalle Bank National Association during any period in which you have the right to withdraw any previously tendered shares. See "The Offer—Section 4".

When and how will I be paid for my tendered shares?

        Subject to the terms and conditions of the offer, we will pay for all validly tendered and not withdrawn shares of Information Resources common stock promptly after the expiration of the offer to the extent the conditions to the offer set forth in "The Offer—Section 14" have been satisfied or waived. We do, however, reserve the right, in our sole discretion and subject to applicable law, to delay payment for shares of Information Resources common stock until satisfaction of all conditions to the offer relating to required governmental or regulatory approvals. See "The Offer—Section 14".

        We will pay for your shares that are validly tendered and not withdrawn by depositing the cash portion of the purchase price with LaSalle Bank National Association, which will act as your agent for the purpose of receiving payments from us and transmitting those payments to you in respect of any shares validly tendered by you that we have accepted for payment. In all cases, payment for tendered shares of Information Resources common stock will be made only after timely receipt by LaSalle Bank National Association of certificates for those shares (or of a confirmation of a book-entry transfer of those shares as described in "The Offer—Section 3"), a properly completed and duly executed letter of transmittal (or facsimile thereof) and any other required documents for those shares. If the certificate(s) representing shares of Information Resources common stock to be tendered have been mutilated, lost, stolen or destroyed, stockholders should (i) complete the letter of transmittal and check the appropriate box and (ii) contact LaSalle Bank National Association immediately by calling (800) 246-5761. LaSalle Bank National Association will provide that holder with all necessary forms and instructions to replace any such mutilated, lost, stolen or destroyed certificates. The stockholder may be required to give us a bond as indemnity against any claim that may be made against it with respect to the certificate(s) alleged to have been mutilated, lost, stolen or destroyed.

What will my tax consequences be if I accept the offer?

        The sale of your shares pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax law. See "The Offer—Section 5".

Will the offer be followed by a merger if all Information Resources shares are not tendered in the Offer?

        If we purchase sufficient shares pursuant to the offer to give our parent company and us ownership of a majority of the outstanding shares of Information Resources common stock on a fully diluted basis, we intend to be merged with and into Information Resources. If that merger takes place, Gingko Corporation will own all of the shares of Information Resources common stock and all remaining stockholders (other than us, Gingko Corporation and stockholders properly exercising their appraisal rights) will receive merger consideration equal to the cash price per share, without interest, and CVR per share paid in the Offer. See "The Offer—Section 12".

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        Under the Delaware General Corporation Law, if we acquire, pursuant to the offer or otherwise, at least 90% of Information Resources' outstanding shares, we will be able to complete the merger without a vote of Information Resources' stockholders. However, if we accept for payment and pay for less than 90% but a majority of the outstanding shares of Information Resources common stock on a fully diluted basis pursuant to the offer (which is a condition to the offer), we will have to obtain the approval of the merger agreement and the merger from Information Resources' stockholders. In that event, we will own a sufficient number of shares to ensure approval and adoption of the merger agreement under Delaware law.

If the merger occurs, will Information Resources continue as a public company?

        No. If the merger takes place, Information Resources will no longer be publicly owned. Even if the merger does not take place, if we purchase all the tendered shares, there may be so few remaining stockholders and publicly held shares that Information Resources common stock will no longer be eligible to be included for quotation on the Nasdaq National Market, there may not be a public trading market for Information Resources common stock, and Information Resources may cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the SEC rules relating to publicly held companies. As soon as possible, and in any event immediately following our merger with and into Information Resources, we intend to cause the shares of Information Resources to cease to be quoted on the Nasdaq National Market and cease to be registered under the Securities Exchange Act of 1934. See "The Offer—Section 7".

If I decide not to tender but your offer is successful, what will happen to my shares?

        Our purchase of shares of Information Resources in the offer will reduce the number of shares that might otherwise trade publicly and will likely reduce the number of holders of shares, which could adversely affect the liquidity and market value of the remaining shares held by the public. The shares may also cease to be quoted on the Nasdaq National Market. Also, Information Resources may cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the Securities and Exchange Commission's rules relating to publicly held companies. As soon as possible, and in any event immediately following our merger with and into Information Resources, we intend to cause the shares of Information Resources to cease to be quoted on the Nasdaq National Market and cease to be registered under the Securities Exchange Act of 1934. See "The Offer—Section 7".

If I decide not to tender and the merger between Information Resources and Gingko Acquisition Corp. takes place, will I have appraisal rights?

        If the merger between Information Resources and us occurs, and you have not tendered your shares into the offer or voted in favor of (or consented in writing to) the merger, and you otherwise follow the relevant procedures set forth in the Delaware General Corporation Law, you will be entitled to receive a judicial determination of the fair value of your Information Resources shares and to receive payment of that fair value in cash, together with a fair rate of interest, if any. See "The Offer—Section 12".

What is the market value of my shares as of a recent date?

        On June 27, 2003, the last full trading day before we announced the offer and the possible subsequent merger, the closing price of Information Resources common stock reported on the Nasdaq National Market was $2.98 per share. Between June 30 and July 11, 2003, the price of a share of Information Resources common stock ranged between a high of $4.05 and a low of $3.61, and on July 11, 2003, the last full trading day before the date of this document, the closing price of a share of Information Resources common stock was $3.87. You should obtain current market quotations for shares of Information Resources common stock before deciding whether to tender your shares. Please note, however, that any such current price will presumably reflect a valuation of the CVRs to be issued in connection with the offer and the merger. While this price may or may not reflect the actual aggregate value of the CVRs (and there can be no assurance that the CVRs will ultimately have any value), stockholders should, when deciding whether to tender their shares into the offer, take into account the fact that the current stock price should in theory include some valuation of the CVRs because we are offering a cash price plus one CVR per share in the offer.

Who can I talk to if I have questions about the Offer?

        You can call MacKenzie Partners, Inc., the information agent for the offer, at (800) 322-2885 (toll free). See the back cover of this document for more information.

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SPECIAL CONSIDERATIONS RELATING TO THE CVRs

The CVRs are highly speculative. It is not possible to predict whether any payments will be made on the CVRs or, if any payments are made, the timing and amount of such payments.

        Cash payments on the CVRs will be made only if, and to the extent that, Information Resources receives proceeds as a result of its antitrust lawsuit against The Dun & Bradstreet Corp., A.C. Nielsen Co. and IMS International, Inc. If this litigation does not ultimately result in a judgment or settlement favorable to Information Resources, the CVRs will be worthless. It is not possible to predict the outcome of this litigation with any certainty.

        The CVRs will not be transferable and, as a result, holders will be unable to convert their CVRs into cash before any favorable resolution of the lawsuit.

        In order to ensure that the CVRs are exempt from registration under the federal securities laws, the CVRs will not be transferable except by will, upon death of the holder, or by operation of law. There will be no trading market for the CVRs, and holders will be unable to sell their CVRs or to pledge them as collateral security. Accordingly, it will not be possible to realize any value in respect of the CVRs, unless and until Information Resources receives proceeds from its antitrust lawsuit.

        The interests of Gingko Corporation in any settlement of Information Resources' antitrust lawsuit may not lead to the highest possible payments on the CVRs.

        In making any decision or determination with respect to Information Resources' antitrust lawsuit, the rights agents appointed to direct and supervise the litigation will be required to maximize the present value to Gingko Corporation and the CVR holders of any potential future litigation proceeds. A decision to settle the litigation requires the approval of a majority of the rights agents appointed by Information Resources (to represent the interests of the CVR holders) and Gingko Corporation. Therefore, either the rights agents appointed to represent the interests of the CVR holders or the rights agents appointed by Gingko Corporation will have an effective veto over any decision to settle the litigation.

        The interests of Gingko Corporation in any settlement of the litigation will not necessarily be aligned with the interests of the CVR holders. For example, Gingko Corporation may prefer a settlement that includes, in addition to cash payments, agreements by the defendants to refrain from future unlawful anti-competitive conduct over an alternative settlement that includes no such agreements, even if the alternative settlement offers somewhat higher cash payments. On the other hand, the CVR holders, who would not derive the same benefit as Gingko Corporation from agreements by the defendants to refrain from future unlawful anti-competitive conduct, presumably would prefer the alternative settlement offering higher cash payments, which would permit correspondingly higher payments on the CVRs. In such circumstances, however, the rights agents appointed by Gingko Corporation would be able to veto the alternative settlement, and any veto of such settlement alternative would be final and binding on the other rights agents and the CVR holders.

        Payment on the CVRs may depend on the ability of Gingko Corporation to raise additional funds to finance the continued prosecution of Information Resources' antitrust lawsuit.

        As part of the overall transaction, upon consummation of the Offer, Gingko Corporation has agreed to contribute $10 million to an escrow account to fund the prosecution of the litigation and to pay related expenses. Gingko Corporation may withhold $5 million from the escrow account by providing a letter of credit in the amount of $5 million for the benefit of the rights agents appointed to direct and supervise the litigation. There can be no assurance that the aggregate amount of $10 million provided to fund the prosecution of the litigation will not be fully expended before the litigation is concluded. None

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of Gingko Corporation, Symphony Technology II-A, L.P. or the entities affiliated with Tennenbaum Capital Partners, LLC is under any obligation to provide additional funds for this purpose.

        The rights agents may attempt to raise additional funds to finance the prosecution of the litigation if the initial $10 million is fully expended. If the attempt to obtain additional financing is unsuccessful, and if failure to prosecute the litigation results in the dismissal of Information Resources' claims, there will be no possibility of payment on the CVRs.

        The above special considerations relating to the CVRs are qualified in their entirety by reference to the form of CVR Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO filed by Gingko Acquisition Corp., Gingko Corporation, Symphony Technology II-A, L.P. and Tennenbaum & Co., LLC pursuant to Rule 14d-3 under the Securities Exchange Act of 1934 with the Securities and Exchange Commission.

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To the Stockholders of Information Resources, Inc.:

INTRODUCTION

        We, Gingko Acquisition Corp. ("Purchaser"), a Delaware corporation and wholly owned subsidiary of Gingko Corporation, a Delaware corporation ("Parent"), are offering to purchase all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Information Resources, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, and as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the "Rights Agreement"), for $3.30 per Share, net to the seller in cash, without interest thereon, plus one contingent value right ("CVR") per Share representing the right to receive payment equal to a portion of any potential proceeds of an existing antitrust lawsuit, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). You will not have to pay brokerage fees, commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the sale of Shares pursuant to the Offer. We will pay all charges and expenses of LaSalle Bank National Association, the depositary for the Offer (the "Depositary"), and MacKenzie Partners, Inc., the information agent for the Offer (the "Information Agent"), incurred in connection with the Offer. See "The Offer—Section 16".

        We are making the Offer pursuant to an Agreement and Plan of Merger dated as of June 29, 2003 (the "Merger Agreement") by and among the Company, Parent and Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after the consummation of the Offer, we will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the "Surviving Corporation"). In the Merger, each outstanding Share (other than Dissenting Shares (as defined below) and any Shares held by the Company, Parent, Purchaser and any of their subsidiaries) will be converted into the right to receive merger consideration equal to the price paid and issued in the Offer, without interest. The Merger is subject to the satisfaction or waiver of certain conditions. See "The Offer—Section 12".

The Board of Directors of the Company (the "Company Board") has unanimously (i) determined that each of the Offer, the Merger, the Merger Agreement and the form of Contingent Value Rights Agreement approved by the Company, Parent and Purchaser (the "CVR Agreement") described in this document is advisable and in the best interests of the Company and its stockholders, and is fair to the Company's stockholders; (ii) approved the Merger Agreement, the CVR Agreement and the transactions contemplated thereby (including the Offer and the proposed Merger) and (iii) recommended that the Company's stockholders tender their Shares in the Offer and approve and adopt the Merger Agreement and the Merger.

        William Blair & Company, L.L.C., the Company's financial advisor ("William Blair"), has delivered to the Company Board its written opinion to the effect that, as of the date of the Merger Agreement, and subject to the qualifications and limitations as set forth therein, the consideration to be received by the Company's stockholders in the Offer and the Merger pursuant to the Merger Agreement is fair, from a financial point of view, to such stockholders. The full text of William Blair's written opinion containing the assumptions made, procedures followed, matters considered and limitations on the review undertaken is included with the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), which has been filed by the Company with the Securities and Exchange Commission (the "SEC") in connection with the Offer and is being mailed to the Company's stockholders with this Offer to Purchase. We urge stockholders to read the full text of the opinion carefully.

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The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn before the Expiration Date (as defined below) a number of Shares, which, together with all other Shares owned by Parent and us, represents a majority of the total number of Shares outstanding on a fully diluted basis (the "Minimum Tender Condition"). While the lapse or termination of all required waiting periods under applicable foreign antitrust laws and the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") are listed as and remain conditions to the offer, the parties have concluded that no filings or waiting periods under such laws are applicable to the Offer or the Merger. See "The Offer—Section 14" for a discussion of these and other conditions. The total amount of funds required by Purchaser to purchase all of the Shares pursuant to the Offer and to pay related fees and expenses is estimated to be $114 million.

        According to the Company, as of July 11, 2003, there were outstanding 30,020,300 Shares and 8,795,871 options to purchase Shares. Based upon this information, as Purchaser and Parent do not beneficially own any Shares as of the date of this document, the Minimum Tender Condition would be satisfied if approximately 19,408,087 Shares are validly tendered pursuant to the Offer and not withdrawn.

        If the Minimum Tender Condition is satisfied and we complete the purchase of Shares pursuant to the Offer, the Merger Agreement provides that Parent will be entitled to designate a number of representatives to serve on the Company Board in proportion to our ownership of shares following completion of the Offer. Parent currently intends to exercise this right promptly after completion of the Offer and to designate one or more persons who are likely to be employees of Parent or its affiliates to serve as directors on the Company Board. For certain information regarding each of these persons, see Schedule I. The foregoing information and certain other information contained in this Offer to Purchase and the Schedule 14D-9 are being provided in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 thereunder. Parent expects that such representation on the Company Board would permit us to exert substantial influence over the Company's conduct of its business and operations after completion of the Offer. Purchaser currently intends, as soon as practicable after completion of the Offer, to complete the Merger pursuant to the Merger Agreement. Following the Merger, the directors of Purchaser will be the sole directors of the Company.

        Under the Delaware General Corporation Law (the "Delaware Law"), if we acquire, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, we would be able to complete the Merger without a vote of the Company's stockholders. If we do not acquire at least 90% of the outstanding Shares, we will have to seek approval of the Merger Agreement and the Merger by the Company's stockholders. Approval of the Merger Agreement and the Merger requires the affirmative vote of holders of a majority of the outstanding Shares. Thus, if the Minimum Tender Condition and the other conditions to the Offer are satisfied and the purchase of Shares pursuant to the Offer is completed, we will own a sufficient number of Shares to ensure that the Merger Agreement will be approved by the Company's stockholders.

This Offer to Purchase and the related Letter of Transmittal contain important information, and you should carefully read both in their entirety before you make a decision with respect to the Offer.

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THE OFFER

1.    Terms of the Offer.    Upon the terms and subject to the conditions set forth in the Offer, we will accept for payment and pay for all Shares that are validly tendered before the Expiration Date and not withdrawn. "Expiration Date" means 12:00 Midnight, New York City time, on August 8, 2003, unless extended, in which event "Expiration Date" means the latest time and date at which the Offer, as so extended, shall expire.

        The Offer is subject to the conditions set forth in "The Offer—Section 14", which include, among other things, satisfaction of the Minimum Tender Condition. If any such condition is not satisfied at the then scheduled Expiration Date, Purchaser may terminate the Offer and promptly return all tendered Shares; extend the Offer and, subject to withdrawal rights as set forth in "The Offer—Section 4", retain all of the tendered Shares until the expiration of the Offer as so extended; or (subject to the Merger Agreement) waive any such condition(s) and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered before the Expiration Date and not withdrawn. Pursuant to the terms of the Merger Agreement, we have the right to extend the Offer, without the consent of the Company, (i) from time to time if, at the then scheduled Expiration Date, any conditions of the Offer have not been satisfied or waived, until such conditions are satisfied or waived as permitted by the Merger Agreement, or (ii) for any period required by the SEC. We expressly reserve the right to waive any of the conditions of the Offer and to make any change in the terms of or conditions to the Offer, provided that the Company's consent is required to (i) change or waive the Minimum Tender Condition and (ii) to change the form of consideration to be paid, decrease the price per Share or the number of Shares sought in the Offer, impose conditions to the Offer in addition to those set forth in "The Offer—Section 14", modify any condition set forth in "The Offer—Section 14" in any manner adverse to the holders of Shares, extend the Offer except as described in this Section 1, or otherwise amend the Offer in any manner adverse to the holders of Shares.

        If we decrease the percentage of Shares being sought in the Offer or increase or decrease the consideration to be paid for Shares pursuant to the Offer, and the Offer is then scheduled to expire in less than 10 business days from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified below, the Offer will remain open for 10 business days from the date of that notice. If we make any other material change in the terms of or information concerning the Offer or waive a material condition of the Offer, we will extend the Offer, if required by applicable law, for a period sufficient to allow you to consider the amended terms, information or waiver. In a published release, the SEC has stated that, in its view, a tender offer such as the Offer must remain open for a minimum period of time following a material change in the terms of such tender offer and that the waiver by a bidder of a condition, such as the Minimum Tender Condition, is a material change in the terms of a tender offer. The release states that a tender offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and that if material changes are made with respect to information that approaches the significance of price and share levels, a minimum of 10 business days may be required to allow adequate dissemination and investor response. "Business day" means any day, other than Saturday, Sunday or a U.S. federal holiday, and consists of the time period from 12:01 A.M. through 12:00 Midnight, New York City time.

        If we extend the Offer, are delayed in accepting for payment or paying for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all Shares tendered, and those Shares may not be withdrawn, except as provided in "The Offer—Section 4". Our reservation of the right to delay acceptance for payment of or payment for Shares is subject to applicable law, which requires that we pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

        Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement of that fact. Without limiting the manner in which we may choose to make

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any public announcement, we will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement, other than by making a release to the Dow Jones News Service. In the case of an extension of the Offer, we will make a public announcement of an extension of the offer no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

        After the expiration of the Offer, we may, but are not obligated to, include a subsequent offering period of between three and 20 business days to permit additional tenders of Shares (a "Subsequent Offering Period"). Pursuant to Rule 14d-11 under the Exchange Act and as permitted by the Merger Agreement, we may include a Subsequent Offering Period so long as, among other things, (i) the Offer remains open for a minimum of 20 business days and has expired, (ii) all conditions to the Offer are deemed satisfied or waived by us on or before the Expiration Date, (iii) we accept and promptly pay for all securities validly tendered during the Offer, (iv) we announce the results of the Offer, including the approximate number and percentage of Shares deposited in the Offer, no later than 9:00 A.M., New York City time, on the next business day after the Expiration Date and immediately begin the Subsequent Offering Period and (v) we immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period. In addition, we may extend the initial Subsequent Offering Period, if any, by any period or periods, provided that the Subsequent Offering Period (including extensions thereof) remains open for an aggregate of no more than 20 business days. No withdrawal rights will apply to Shares tendered in a Subsequent Offering Period, and no withdrawal rights will apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. The same price paid in the Offer will be paid to stockholders tendering Shares in a Subsequent Offering Period, if one is included.

        We have not at this time made a final decision to include or not to include a Subsequent Offering Period. We would make any such decision in our sole discretion, and there is no assurance that we will or will not include a Subsequent Offering Period. If we elect to include or extend a Subsequent Offering Period, we will make a public announcement of that inclusion or extension no later than 9:00 A.M., New York City time, on the next business day after the Expiration Date or date of the previously scheduled termination of the Subsequent Offering Period, as applicable.

        The Company has provided us with its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. We will send this Offer to Purchase, the related Letter of Transmittal and other related documents to record holders of Shares and to brokers, dealers, banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

2.    Acceptance for Payment and Payment.    Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay for all Shares validly tendered and not withdrawn before the Expiration Date promptly after the later of the Expiration Date and the satisfaction or waiver of all conditions set forth in "The Offer—Section 14" relating to governmental or regulatory approvals. In addition, we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer relating to governmental or regulatory approvals. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay payment for Shares, see "The Offer—Section 14". If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay that increased consideration for all Shares purchased pursuant to the Offer.

        We will pay for Shares accepted for payment pursuant to the Offer by depositing the cash portion of the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting those payments to you in respect of any shares validly tendered by you and accepted for payment. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry

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Transfer Facility (as defined in "The Offer—Section 3")), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents. For a description of the procedure for tendering Shares pursuant to the Offer, see "The Offer—Section 3". Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any delay in making that payment.

        LaSalle Bank National Association has agreed to provide us with a list of the names and addresses, together with the number of Shares paid for, of each tendering stockholder and designated payee to whom payment of cash consideration for the Shares is delivered. That list will serve as the register of holders of CVRs (the "CVR Register"). Pursuant to the form of CVR Agreement, the Secretary of Parent will be initially appointed "CVR Registrar" for the purpose of maintaining the CVR Register and registering CVRs and transfers of CVRs. In the event that, pursuant to the CVR Agreement, payment is to be made in respect of the CVRs, the CVR Registrar will send a notice to each CVR holder listed in the CVR Register. The notice will provide details of the payment to be made in respect of the CVRs and will request that the CVR holder provide the CVR Registrar with written confirmation of the holder's address to which payment should be sent. Payment will be sent to the holders of CVRs upon receipt of the requested written confirmation. See "The Offer—Section 12" for further details regarding payment in respect of the CVRs. Shareholders who tender in the Offer are requested to keep the CVR Registrar informed of any changes of name or address. A holder of CVRs who fails to notify the CVR Registrar of a change of name or address may fail to receive payment, if any, in respect of the CVRs.

        For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary.

        If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for those unpurchased or untendered Shares will be returned (or, in the case of Shares tendered by book-entry transfer, those Shares will be credited to an account maintained at the Book-Entry Transfer Facility), without expense to you, as promptly as practicable following the expiration or termination of the Offer.

3.    Procedure for Tendering Shares.

        Valid Tender of Shares.    To tender Shares pursuant to the Offer, (a) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal and (ii) certificates for the Shares to be tendered or delivery of those Shares pursuant to the procedures for book-entry transfer described below (and a confirmation of that delivery including an Agent's Message (as defined below) if the tendering stockholder has not delivered a Letter of Transmittal), in each case by the Expiration Date, or (b) stockholders must comply with the guaranteed delivery procedure described below.

The method of delivery of Shares and all other required documents, including through the Book-Entry Transfer Facility, is at your option and risk, and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured.

        The tender of Shares pursuant to any one of the procedures described above or below will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of those Shares complies with Rule 14e-4 under the Exchange Act and (iii) you have the full power and authority to tender, sell, assign and transfer the tendered Shares, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to those Shares upon the terms and subject to the conditions of the Offer.

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If you hold shares in an account under the Company's 401(k) plan, the plan trustee will send you instructions on how to tender such shares.

        Book-Entry Delivery.    The Depositary will establish an account with respect to the Shares for purposes of the Offer at The Depository Trust Company (the "Book-Entry Transfer Facility") within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may deliver Shares by causing the Book-Entry Transfer Facility to transfer those Shares into the Depositary's account in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Shares may be effected through book-entry transfer, the Letter of Transmittal (or facsimile thereof) properly completed and duly executed together with any required signature guarantees or an Agent's Message and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of such book-entry confirmation that such participant has received, and agrees to be bound by, the terms of the Letter of Transmittal and that the Company may enforce that agreement against that participant.

        Signature Guarantees.    All signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) (each an "Eligible Institution"), unless (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered therewith, and that holder has not completed the box entitled "Special Payment Instructions" on the Letter of Transmittal, or (ii) those Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

        Guaranteed Delivery.    If you wish to tender Shares pursuant to the Offer and cannot deliver those Shares and all other required documents to the Depositary by the Expiration Date or cannot complete the procedure for delivery by book-entry transfer on a timely basis, you may nevertheless tender your Shares if all of the following conditions are met:

          (i)  such tender is made by or through an Eligible Institution;

         (ii)  a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser is received by the Depositary (as provided below) by the Expiration Date; and

        (iii)  the certificates for those Shares (or a confirmation of a book-entry transfer of those Shares into the Depositary's account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) together with any required signature guarantee or an Agent's Message and any other required documents, are received by the Depositary within three trading days after the date of execution of that Notice of Guaranteed Delivery. A "trading day" is any day on which the Nasdaq National Market ("Nasdaq") is open for business.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in that Notice of Guaranteed Delivery.

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        Taxation.    Under U.S. federal income tax law, payments of the cash portion of the price per Share made pursuant to the Offer may be subject to backup withholding unless you provide the Depositary with your correct taxpayer identification number and certify that you are not subject to backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. If you are a non-resident alien or foreign entity not subject to backup withholding, you must give the Depositary a completed Form W-8 Certificate of Foreign Status before receipt of any payment.

        Appointment of Proxy.    By executing a Letter of Transmittal, you irrevocably appoint our designees as your proxies in the manner set forth in the Letter of Transmittal to the full extent of your rights with respect to the Shares tendered and accepted for payment by us (and any and all other Shares or other securities issued or issuable in respect of those Shares on or after June 29, 2003). All such proxies are irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective only upon our acceptance for payment of those Shares. Upon acceptance for payment, all prior proxies and consents granted by you with respect to those Shares and other securities will, without further action, be revoked, and no subsequent proxies may be given nor subsequent written consents executed (and, if previously given or executed, will cease to be effective). Our designees will be empowered to exercise all of your voting and other rights as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of the Company's stockholders, by written consent or otherwise. We reserve the right to require that, in order for Shares to be validly tendered, immediately upon our acceptance for payment of those Shares, we are able to exercise full voting rights with respect to those Shares and other securities (including voting at any meeting of stockholders then scheduled or acting by written consent without a meeting).

        Determination of Validity.    We will determine, in our sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and our determination shall be final and binding. We reserve the absolute right to reject any or all tenders of Shares that we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender of Shares. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

4.    Withdrawal Rights.    You may withdraw tenders of Shares made pursuant to the Offer at any time before the Expiration Date. Thereafter, those tenders are irrevocable, except that they may be withdrawn after September 11, 2003, unless those Shares are accepted for payment and paid for as provided in this Offer to Purchase. If we extend the period of time during which the Offer is open, are delayed in paying for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, but subject to applicable law and the requirements of the SEC, the Depositary may, on our behalf, retain all Shares tendered, and those Shares may not be withdrawn except as otherwise provided in this Section 4.

        For a withdrawal of Shares previously tendered to be effective, the Depositary must timely receive a written, telegraphic, telex or facsimile transmission notice of withdrawal with respect to those Shares at one of its addresses set forth on the back cover of this Offer to Purchase. This notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered those Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the release of those Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry

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Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be tendered once again by following one of the procedures described in "The Offer—Section 3" at any time before the Expiration Date.

        If we include a Subsequent Offering Period (as described in more detail in "The Offer—Section 1") following the Offer, no withdrawal rights will apply to Shares tendered in that Subsequent Offering Period or to Shares previously tendered in the Offer and accepted for payment.

        We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and our determination shall be final and binding. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.

5.    Certain Tax Considerations.

        The following describes the material United States federal income tax consequences to holders of Shares who sell their Shares pursuant to the Offer, but does not purport to be a complete analysis of all potential tax considerations for all holders. This summary does not address the consequences of the sale of Shares pursuant to the Offer under the tax laws of any state, local, or foreign jurisdiction and does not address tax considerations applicable to holders of stock options or restricted stock. In addition, this summary does not describe all of the tax consequences that may be relevant to particular classes of taxpayers, including persons who are not citizens or residents of the United States, who acquired their Shares through the exercise of an employee stock option or otherwise as compensation, who hold their Shares as part of a hedge, straddle or conversion transaction, whose Shares are not held as a capital asset for tax purposes or who are otherwise subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the "Code").

        This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Any such change could alter the tax consequences to you as described herein.

        General.    The sale of Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes. In general, if you sell Shares pursuant to the Offer, you will recognize capital gain or loss equal to the difference between the "amount realized" on the sale and your income tax basis in the Shares tendered. For this purpose, the "amount realized" will include the amount of cash you receive, plus the fair market value of the CVRs you receive. The value of the CVRs is uncertain and depends on Information Resources, Inc.'s future recovery, if any, in its antitrust lawsuit against The Dun & Bradstreet Corp., A.C. Nielsen Co. and IMS International, Inc. Neither we nor Information Resources, Inc. will be providing a valuation of the CVRs. You should consult with your own tax advisor as to the valuation of the CVRs and the treatment of future payments, if any, received pursuant to the CVRs.

        Because the Shares are traded on an established securities market, you will not be eligible to use the installment method to defer the recognition of any taxable gain that you recognize by reason of your sale of Shares pursuant to the Offer.

        If your holding period for your Shares is more than one year as of the date of the sale of such Shares, your capital gain or loss will be long-term capital gain or loss.

        Imputed Interest.    A portion of any payment made pursuant to the CVRs more than one year after the date of the sale of your Shares will be characterized (and reported to you) as interest income pursuant to section 483 of the Code, computed using a discount rate equal to the "applicable federal rate." Any amount treated as interest income for federal income tax purposes will be subject to tax at

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ordinary income tax rates. You should consult with your own tax advisor concerning the reporting of interest income with respect to future payments, if any, received pursuant to the CVRs.

        Backup Withholding.    You may be subject to backup withholding with respect to amounts received pursuant to the Offer unless certain information is provided to the Depositary or an exemption applies. See "The Offer—Section 3".

THE FOREGOING TAX DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED UPON PRESENT LAW. DUE TO THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE OFFER TO YOU, INCLUDING THE EFFECT OF APPLICABLE STATE, LOCAL, AND OTHER TAX LAWS.

6.    Price Range of Shares; Dividends.    The Shares are quoted on the Nasdaq National Market under the symbol IRIC. The following table sets forth, for the calendar quarters indicated, the high and low sales prices for the Shares on the Nasdaq National Market based upon public sources:

		High		Low
2001
	Third Quarter	$	11.52	$	5.25
	Fourth Quarter		9.72		5.06
2002
	First Quarter		9.48		6.39
	Second Quarter		10.53		7.45
	Third Quarter		9.08		3.36
	Fourth Quarter		4.15		1.40
2003
	First Quarter		1.88		1.02
	Second Quarter		4.05		1.11
	Third Quarter (through July 11, 2003)		4.04		3.72

        The Company has never declared any dividends with respect to the Shares during the period that it has been a public company. Pursuant to the Merger Agreement, the Company is not permitted to declare, set aside or pay any dividends with respect to the Shares. If we acquire control of the Company, we currently intend that no further dividends will be declared on the Shares before our acquisition of the entire equity interest in the Company.

        On June 27, 2003, the last full trading day before we announced the Offer and the possible subsequent merger, the closing price of Company Common Stock reported on the Nasdaq National Market was $2.98 per share. Between June 30 and July 11, 2003, the price of a share of Information Resources common stock ranged between a high of $4.05 and a low of $3.61, and on July 11, 2003, the last full trading day before the date of this Offer to Purchase, the closing price of a share of Company Common Stock was $3.87. You should obtain current market quotations for shares of Company Common Stock in deciding whether to tender your Shares. Please note, however, that any such current price will presumably reflect a valuation of the CVRs to be issued in connection with the Offer and the Merger. While this price may or may not reflect the actual aggregate value of the CVRs (and there can be no assurance that the CVRs will ultimately have any value), stockholders should, when deciding whether to tender their Shares into the Offer, take into account the fact that the current stock price should in theory include some valuation of the CVRs. Nevertheless, you should obtain current market quotations for the Shares in deciding whether to tender your Shares.

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7.    Possible Effects of the Offer on the Market for the Shares; Stock Quotation; Registration under the Exchange Act; Margin Regulation.

        Possible Effects of the Offer on the Market for the Shares.    The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and may reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by the public. After the Merger, other than Parent or any of its affiliates, there will be no holders of Shares.

        Stock Quotation.    The shares of Company Common Stock are quoted on the Nasdaq National Market. According to published guidelines of the National Association of Securities Dealers Inc., for the shares to continue to be eligible for quotation on the Nasdaq National Market, the shares of Company Common Stock must substantially meet, among other things, either of the following tests: (i) at least 750,000 shares of Company Common Stock must be publicly held, the market value of publicly held shares of Company Common Stock must be at least $5,000,000, the Company must have stockholders' equity of at least $10,000,000, there must be at least 400 holders of round lots of shares (that is, shareholders holding 100 shares or more) of Company Common Stock, the bid price per share of Company Common Stock must be at least $1 and there must be at least two registered and active market makers for the shares of Company Common Stock or (ii) at least 1,100,000 shares of Company Common Stock must be publicly held, the market value of publicly held shares of Company Common Stock must be at least $15,000,000, the bid price per share of Company Common Stock must be at least $3, there must be at least 400 holders of round lots of shares of Company Common Stock, there must be at least four registered and active market makers and either (x) the market value of the shares of Company Common Stock must be at least $50,000,000 or (y) the total assets and total revenue of the Company for the most recently completed fiscal year or two of the last three most recently completed fiscal years must be at least $50,000,000. Shares of Company Common Stock held directly or indirectly by directors, officers or beneficial owners of more than 10% of the shares of Company Common Stock are not considered as being publicly held for any such purpose. According to information furnished to Purchaser by the Company as of the close of business on July 11, 2003, there were approximately 1,536 holders of record of shares of Company Common Stock, not including beneficial holders of Common Stock in street name, and there were 30,020,300 shares of Company Common Stock outstanding. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the requirements of Nasdaq for continued quotation and the quotation of Shares is discontinued, the market for the Shares could be adversely affected.

        If the Nasdaq National Market were to cease to quote the shares of Company Common Stock (which we intend to cause the Company to seek if we acquire control of the Company and the Company Common Stock no longer meets the requirements for quotation on the Nasdaq National Market), it is possible that the shares of Company Common Stock would be traded or quoted on other securities exchanges or in the over-the-counter market, and that price quotations would be reported by those exchanges or other sources. The extent of the public market for shares of Company Common Stock and the availability of those quotations would, however, depend upon the number of stockholders and/or the aggregate market value of the shares of Company Common Stock remaining at that time, the interest in maintaining a market in shares of Company Common Stock on the part of securities firms, the possible termination of registration of the shares of Company Common Stock under the Exchange Act and other factors.

        Registration under the Exchange Act.    The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of the Company to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of Shares and to the SEC and would make certain

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of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement to furnish a proxy statement pursuant to Section 14(a) in connection with a stockholders' meeting and the related requirement to furnish an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. Furthermore, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or eligible for listing or Nasdaq National Market reporting. We intend to seek to cause the Company to terminate registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration of the Shares are met.

        Margin Regulations.    The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of those Shares. Depending upon factors similar to those described above regarding listing and market quotations, the Shares might no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations and, therefore, could no longer be used as collateral for loans made by brokers.

8.    Certain Information Concerning the Company.    The Company is a Delaware corporation, with principal executive offices at 150 North Clinton Street, Chicago, Illinois 60661. The telephone number of the Company's principal executive offices is (312) 726-1221.

        According to the Company's Form 10-K for the fiscal year ended December 31, 2002, the Company and its subsidiaries are a leading provider of universal product code ("UPC"), scanner-based business solutions services to the consumer packaged goods ("CPG") industry, offering services in the United States, Europe and other international markets. The Company and its subsidiaries supply CPG manufacturers, retailers and brokers with information and analysis critical to their sales and marketing operations. The Company and its subsidiaries provide services designed to deliver value through an enhanced understanding of the consumer to a majority of the Fortune 500 companies in the CPG industry. The preceding description of the Company's business is qualified in its entirety by reference to the Company's Form 10-K for the fiscal year ended December 31, 2002.

        Projections.    In the course of the discussions between us and the Company, the Company provided us, Parent and our representatives with certain non-public business and financial information about the Company. Such information included, among other things, the Company's projections of revenue and earnings before income tax ("EBIT") for the years ended December 31, 2003 through 2004. Set forth below is a summary of those projections. These projections should be read together with the financial statements of the Company that can be obtained from the SEC as described below.

		Year ended December 31, 2003		Year ended December 31, 2004
		(in millions)
Revenue:
United States		$	399.9	$	404.2
International		$	157.1	$	166.5
	Total Revenue	$	557.0	$	570.7
EBIT		$	10.1	$	19.5

        The above projections were not prepared with a view to public disclosure or compliance with guidelines of the SEC or the American Institute of Certified Public Accountants regarding projections or forecasts. These projections are included in this document only because the Company provided that

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information to us in connection with our evaluation of a business combination transaction. The Company has advised us that its internal financial forecasts (upon which those projections were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to interpretations and periodic revision based on actual experience and business developments. The projections also reflect numerous assumptions, all made by management of the Company, with respect to industry performance, general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond the Company's control. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. It is expected that there will be differences between actual and projected results, and actual results may be materially better or worse than those contained in the projections. The inclusion of the projections in this document should not be regarded as an indication that we, the Company or any of our or its respective affiliates or representatives consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. None of us, the Company and any of our or its affiliates and representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the projections, and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even if any or all of the assumptions underlying the projections are shown to be in error.

        Additional Information.    The Company is subject to the informational requirements of the Exchange Act and in accordance with that statute files periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. The Company is required to disclose in its proxy statements certain information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities and any material interest of those persons in transactions with the Company. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; or at the SEC's public reference rooms in New York, New York and Chicago, Illinois. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. Copies of that material can also be obtained at prescribed rates from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or free of charge at the Web site maintained by the SEC at http://www.sec.gov. Such information should also be on file at the Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

9.    Certain Information Concerning Purchaser and Parent.    We are a Delaware corporation incorporated on June 13, 2003, with principal executive offices c/o Symphony Technology Group, 4015 Miranda Avenue, 2nd Floor, Palo Alto, California 94304. The telephone number of our principal executive offices is (650) 935-9500. To date, we have engaged in no activities, other than those incident to our formation, the execution and delivery of the Merger Agreement, the commencement of the Offer, and the other transactions contemplated by the Merger Agreement and the other documents contemplated thereby. We are a wholly owned subsidiary of Parent.

        Parent is a Delaware corporation incorporated on June 13, 2003, with principal executive offices c/o Symphony Technology Group, 4015 Miranda Avenue, 2nd Floor, Palo Alto, California, 94304. The telephone number of Parent's principal executive offices is (650) 935-9500. To date, Parent has engaged in no activities other than those incident to its formation, the execution and delivery of the Merger Agreement, the Symphony Commitment Letter (as defined below), the TCP Commitment Letter (as defined below) and the other transactions contemplated by the Merger Agreement.

        Parent is, as of the date of this Offer to Purchase, wholly owned by Symphony Technology II-A, L.P. ("Symphony"). At the closing of the purchase of Shares pursuant to the Offer,

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Symphony will own 36.2% of the equity of Parent and entities affiliated with Tennenbaum & Co., LLC (collectively, the "Tennenbaum Entities") will own the remaining 63.8% of the equity of Parent.

        Symphony is a Delaware limited partnership which makes investments for long-term appreciation. Its principal executive offices are at 4015 Miranda Avenue, 2nd Floor, Palo Alto, California, 94304. The telephone number of Symphony's principal executive offices is (650) 935-9500. Symphony GP is the sole general partner of Symphony.

        Symphony Technology II GP, LLC ("Symphony GP") is a Delaware limited liability company with principal executive offices at 4015 Miranda Avenue, 2nd Floor, Palo Alto, California, 94304. The telephone number of Symphony GP's principal executive offices is (650) 935-9500. Symphony GP makes all of the investment decisions on behalf of Symphony.

        Dr. Romesh Wadhwani is the Managing Director of Symphony GP and either has sole authority and discretion to manage and conduct the affairs of Symphony GP or has veto power over the management and conduct of Symphony GP. Dr. Wadhwani's principal occupation or employment is presently as Managing Director of Symphony GP. Dr. Wadhwani's principal occupation or employment for the last five years is as follows: Vice Chairman of i2 Technologies, Inc. (June 2000-September 2002), and Chairman and Chief Executive Officer of Aspect Development, Inc. (January 1991-June 2000.) Dr. Wadhwani's business address is 4015 Miranda Avenue, 2nd Floor, Palo Alto, California, 94304. Dr. Wadhwani is a U.S. citizen.

        Each of Tennenbaum & Co., LLC ("TCO") and its affiliate, Tennenbaum Capital Partners, LLC ("TCP"), is a Delaware limited liability company. TCO is the managing member of TCP. The principal business of TCO and TCP is to make and manage investments. The principal executive offices of all of the Tennenbaum Entities are located at 11100 Santa Monica Boulevard, Suite 210, Los Angeles, California 90025. The telephone number of the principal executive offices of all of the Tennenbaum Entities is (310) 566-1000.

        Michael E. Tennenbaum is the Managing Member of TCO, which has been Mr. Tennenbaum's principal occupation or employment for the last five years. Mr. Tennenbaum's business address is 11100 Santa Monica Boulevard, Suite 210, Los Angeles, California 90025. Mr. Tennenbaum is a United States citizen. TCO has no executive officers.

        The Tennenbaum Entities investing in Parent consist of (i) Special Value Absolute Return Fund, LLC, a Delaware limited liability company whose managing member (through an intervening Tennenbaum Entity) is TCP, (ii) Special Value Bond Fund II, LLC, a Delaware limited liability company whose managing member (through an intervening Tennenbaum Entity) is TCO and (iii) a separate account managed by TCP. Upon our purchase of Shares pursuant to the Offer, Special Value Absolute Return Fund, LLC, Special Value Bond Fund II, LLC and the separate managed account will own 40.8%, 22.6% and 0.4%, respectively, of the equity of Parent.

        The name, business address, principal occupation or employment, five-year employment history and citizenship of each director and executive officer of Parent and Purchaser, and certain other information are set forth on Schedule I attached hereto.

        During the past five years, none of Purchaser, Parent, Symphony, Symphony GP, the Tennenbaum entities, Mr. Tennenbaum or any of the persons listed on Schedule I to this Offer to Purchase has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of a violation of U.S. federal or state securities laws.

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        Except as set forth elsewhere in this Offer to Purchase: (i) none of Purchaser, Parent, Symphony, Symphony GP or the Tennenbaum Entities, or to the best of their knowledge, (a) the persons listed in Schedule I hereto or any associate or majority-owned subsidiary of Purchaser, Parent, Symphony, Symphony GP, Dr. Wadhwani, Mr. Tennenbaum, and the Tennenbaum Entities or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of Purchaser, Parent, Symphony, Symphony GP, Dr. Wadhwani, Mr. Tennenbaum or the Tennenbaum Entities or to the best of their knowledge, the persons or entities referred to in clause (a) above has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; and (iii) none of Purchaser, Parent, Symphony, Symphony GP, Dr. Wadhwani, Mr. Tennenbaum or the Tennenbaum Entities or to the best of their knowledge, the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations).

        Except as set forth below and elsewhere in this Offer to Purchase: (i) during the two years before the date of this Offer to Purchase, there have been no transactions between Purchaser, Parent, Symphony, Symphony GP, Dr. Wadhwani, Mr. Tennenbaum, the Tennenbaum Entities or any of their respective subsidiaries or, to Purchaser's, Parent's, Symphony's, Symphony GP's, Dr. Wadhwani's, Mr. Tennenbaum's or the Tennenbaum Entities' knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (ii) during the two years before the date of this Offer to Purchase, there have been no contracts, negotiations or transactions between Purchaser, Parent, Symphony, Symphony GP, Dr. Wadhwani, the Tennenbaum Entities or any their respective subsidiaries or, to Purchaser's, Parent's, Symphony's, Symphony GP's, Dr. Wadhwani's, Mr. Tennenbaum's or the Tennenbaum Entities' knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

10.    Source and Amount of Funds.    We will need approximately $114 million to purchase all Shares pursuant to the Offer, to pay $10 million into an escrow account to pay expenses relating to the A.C. Nielsen Co. litigation and to pay related fees and expenses. It is anticipated that $110 million of the funds we will need to acquire all of the outstanding Shares and to pay the $10 million of lawsuit related expenses into the escrow account will be provided through the sale of Parent's common stock ("Parent Common Stock") for cash to Symphony and the Tennenbaum Entities. Symphony has entered into a commitment letter (the "Symphony Commitment Letter") dated June 29, 2003 with the Company and Parent evidencing the commitment of Symphony to purchase up to $40 million of Parent Common Stock (the "Symphony Equity"), which commitment is conditioned on the conditions precedent to the Offer and the Merger. Symphony has sufficient binding capital commitments that it intends to draw upon in order to satisfy its obligation to purchase the Symphony Equity. In addition, TCP has, on behalf of the Tennenbaum Entities, entered into a commitment letter (the "TCP Commitment Letter") dated June 29, 2003 with Symphony and Parent, evidencing the commitment of the Tennenbaum Entities (the "Lenders") to provide a portion of the funds necessary to consummate the Offer (together with the Symphony Equity provided in connection with the consummation of the Offer, the "Tender Offer Financing") by purchasing up to $65 million of Parent Common Stock (the "Parent Equity") in a 65/40 ratio to Symphony's concurrent purchases of Symphony Equity, subject to certain conditions including (i) not less than 51% of the Shares having been validly tendered and accepted pursuant to the Offer and purchased by Parent, (ii) satisfaction or waiver of all of the other conditions precedent to Parent's obligations to consummate the Offer or the Merger and (iii) Parent

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having received net cash proceeds from Symphony and any permitted co-investors (the "Symphony Group") for the issuance to the Symphony Group of Symphony Equity in an amount equal to $40 million (or such lesser amount as shall be equal to the sum of (x) Symphony Group's pro rata share of the amount necessary to complete the Offer or the Merger, as applicable, and (y) such amount as shall be needed to fund the initial $5 million due under the CVR Agreement). In addition, the Lenders shall purchase from Parent, concurrently with consummation of the Offer and subject to the conditions in the previous sentence, an additional $5,383,772 of Parent Equity (such additional Parent Equity, the "CVR-Related Equity"). Pursuant to the TCP Commitment Letter, if the Recapitalization (as defined below) does not occur concurrently with the Merger, the Lenders have also committed to provide a portion of the funds necessary to consummate the Merger (the "Merger Financing") by purchasing from Parent, in a 65/40 ratio to Symphony's concurrent purchases from Parent of Parent Equity, additional Parent Equity in an amount of up to the difference of (1) $65 million minus (2) the amount purchased by the Lenders in connection with the Tender Offer Financing. The TCP Commitment Letter also obligates Symphony to pay for expenses incurred by us or Tennenbaum (but not the Company, which will cover its own expenses) in connection with the offer and related transactions which will satisfy amounts obligated to be paid in excess of $110 million.

        The parties plan to recapitalize Parent and the Company (as further described in the TCP Commitment Letter, the "Recapitalization") on or after the Merger such that, following the Recapitalization, the aggregate debt of Parent and the Company will be approximately $115 million less any amount available to be borrowed under the revolving debt facility expected to be obtained by the Company in connection with the Recapitalization. Pursuant to the Recapitalization, Parent would redeem for cash a portion of the Parent Common Stock issued to the Lenders and the Symphony Group. See "The Offer—Section 12". If less than 90% of the issued and outstanding shares of Company Common Stock are purchased by Purchaser pursuant to the Offer (including any Subsequent Offering Period), the redemption price payable in the Recapitalization per share of the Parent Equity held by the Lenders, the Symphony Equity held by the Symphony Group and any CVR-Related Equity shall be adjusted to provide, for the period beginning upon completion of the Tender Offer Financing through the date the Merger is completed, a 12% per annum return, compounded daily, on the aggregate amount advanced by the Lenders in connection with the Tender Offer Financing, in the case of the Parent Equity held by the Lenders, on $5 million, in the case of the Symphony Equity held by the Symphony Group, and on the aggregate amount of the CVR-Related Equity. If the Recapitalization does not occur simultaneously with the Merger, the redemption price payable in the Recapitalization per share of the Parent Equity held by the Lenders, the Symphony Equity held by the Symphony Group and any CVR-Related Equity shall also be adjusted to provide, for the period beginning on the date the Merger is completed through the date the Recapitalization is completed, an annual return equal to the sum of LIBOR (as defined below) plus 7.5%, compounded daily, on the aggregate amount advanced by the Lenders in connection with the Tender Offer Financing and the Merger Financing, in the case of the Parent Equity held by the Lenders, on $5 million in the case of the Symphony Equity held by the Symphony Group, and on the aggregate amount of CVR-Related Equity. Any adjustment to the redemption price per share of the Parent Equity held by the Lenders, the Symphony Equity held by the Symphony Group and any CVR-Related Equity will be payable only if the Recapitalization is completed.

        "LIBOR" or the London InterBank Offered Rate is the rate on dollar-denominated deposits, also known as Eurodollars, traded between banks in London. The index is quoted for one month, three months, six months as well as one-year periods.

        Purchaser currently has no alternative financing arrangements or plans if financing is not obtained through the Symphony Commitment Letter and the TCP Commitment Letter. Parent intends to refinance a portion of the Tender Offer Financing and the Merger Financing pursuant to the Recapitalization as described in "The Offer—Section 12" and the TCP Commitment Letter.

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        The Offer is not conditioned upon any financing arrangements.

        Copies of the Symphony Commitment Letter and the TCP Commitment Letter are filed as exhibits to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser pursuant to Rule 14d-3 under the Exchange Act with the SEC in connection with the Offer (together with any amendments, supplements, schedules, annexes and exhibits thereto, the "Schedule TO"). We refer you to those exhibits for a more complete description of the proposed Tender Offer Financing and Merger Financing, and the above description is qualified in its entirety by the information contained in each such exhibit.

11.    Background of the Offer.

        In connection with reviewing and revising the Company's business plan, the Company Board has from time to time reviewed and considered certain strategic alternatives for the Company. On February 15, 2001, in response to an unsolicited indication of interest from a third party to acquire the Company and in light of market developments, including the proposed merger of The A.C. Nielsen Co. ("Nielsen") with VNU, N.V., the Company Board engaged a financial advisor to assist the Board of Directors in exploring the Company's strategic alternatives, including the possible sale of the Company. At the time of this engagement the Company Common Stock was trading at approximately $5.50 per share, near its then-historic lows.

        In the course of its engagement, the financial advisor and the Company's management and Company Board contacted approximately 15 parties. The ensuing discussions resulted in five signed confidentiality agreements, senior-level meetings with three parties and detailed discussions with one party that resulted in a preliminary indication of interest. In May 2001, the party providing the preliminary indication of interest proposed either to acquire the entire Company for $7 to $9 per share, or to acquire a minority stake in the Company for $8 to $10 per share. The Company Common Stock was trading at approximately $9 per share at this time. The party later revised its indication of interest to acquire a minority interest at an unspecified price. The Company decided to terminate discussions because the party was interested only in acquiring a minority interest at a discount to current market prices and the Company Board believed that having this party as a minority partner could limit other value maximizing opportunities in the future. By October 2001, the price of the Company Common Stock had risen to $10.34 per share, due in part to improved operating results. The Company Board determined that none of the alternatives explored with its financial advisor was preferable to maintaining operations on a stand-alone basis. Accordingly, the Company Board terminated the engagement with the financial advisor effective as of April 30, 2002.

        During the period from November 2001 to December 2002, the Company concentrated on executing its business plan. As a result of the impact of what the Company believes to have been anti-competitive behavior by Nielsen, the Company continues to face a number of challenges, including challenges to its ability to respond to trends in the consumer packaged goods industry and general economic conditions. Specifically, increasing customer consolidation among consumer packaged goods manufacturers has caused the overall market for retail tracking services to contract. In addition, retail tracking services offered by the Company and its competitors, particularly in the U.S., began to cover less of the total marketplace than in prior years as a result of the decision by Wal-Mart in May of 2001 to discontinue providing its point-of-sale data to third party data suppliers, including the Company and Nielsen, and the emergence and growth of new channels of trade that do not release point-of-sale data for inclusion in retail tracking services. During this period, the Company also experienced increased losses from its German operations as a result of difficulties experienced by the Company's German subsidiary in transitioning German production to the U.S. and transitioning its German customers to a new scan-based service. As a result of these events, the Company reported lower earnings in 2002 than in 2001. The per share price of the Company Common Stock decreased from $7.30 on November 1, 2001 to $3.16 on December 9, 2002.

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        Following three years of cost reduction initiatives and in an effort to better align costs with revenues, on December 10, 2002 the Company announced further plans to eliminate approximately 5% of its total workforce in the U.S. and Europe. On December 13, 2002, the Company announced that it had been informed by Procter & Gamble that it decided not to renew its U.S. retail tracking business with the Company. The price per share of the Company Common Stock dropped from a closing price of $3.00 on December 12, 2002 to $1.55 the following week. The Company Board and the management of the Company engaged in a review of the retail tracking business to assure that the business could be carried forward effectively following the loss of this major customer, particularly in light of the high fixed-cost nature of the Company's business and ongoing capital requirements. At the same time, the Company Board considered it prudent to continue its ongoing review of the strategic alternatives that were open to the Company, including remaining independent and engaging in further restructuring activities, seeking additional funds in the capital markets or through private investment, selling some of the assets or businesses of the Company, or selling the entire enterprise.

        In late July 2002 and in mid-September 2002, the Company and William Blair met to discuss various financing alternatives. The Company and William Blair informally continued these discussions through the fall of 2002. In light of the developments in the Company's business described above and the risks that these developments posed to the Company's business, the Company Board authorized the Company to enter into a formal engagement letter with William Blair to assist the Company in exploring a broader range of strategic alternatives effective as of January 3, 2003.

        In early February 2003, William Chisholm from Symphony contacted the Company's Chief Financial Officer, Andrew Balbirer, to initiate discussions with respect to a potential transaction involving Symphony and the Company. On February 18, 2003, members of senior management from Symphony and the Company held a telephonic meeting during which they discussed a potential transaction involving the two entities. On February 19, 2003, Symphony signed a confidentiality agreement with the Company. Representatives from Symphony, the Company and William Blair met on March 4, 2003 to discuss a possible transaction. At the March 4, 2003 meeting, Symphony indicated a desire to explore a transaction with the Company on an exclusive basis. However, in light of the strategic alternatives review process underway, the Company Board and Company management rejected Symphony's request, but encouraged Symphony to proceed as part of the Company's strategic alternatives review process.

        The Company publicly announced the engagement of William Blair on February 26, 2003. In the course of its engagement, William Blair contacted, or was contacted by, 85 parties (including 40 strategic parties, 42 financial parties and three former industry executives), 46 of whom signed confidentiality agreements with the Company and received the Company's descriptive memorandum. The Company and William Blair asked the parties to submit written, non-binding indications of interest with respect to a possible transaction with the Company by April 10, 2003. In response, William Blair received non-binding preliminary indications of interest from 20 parties. The Company Board reviewed these initial indications of interest at a telephonic meeting held on April 15, 2003. Fifteen parties, with indications of interest ranging in value from $40 million to $210 million, proposed to acquire the whole Company prior to conducting a detailed due diligence investigation of the Company's business. None of the initial indications of interest for the entire Company contemplated any sharing with the Company's existing stockholders of the potential recovery from the lawsuit filed by the Company against The Dun & Bradstreet Corp., Nielsen and IMS International, Inc. (the "Defendants") in the United States District Court for the Southern District of New York entitled Information Resources, Inc. v. The Dun & Bradstreet Corp., et al. No. 96 CIV. 5716 (the "Litigation") (as described in more detail below). Five parties, with indications of interest ranging in value from $40 million to $80 million, proposed to acquire the Company's Panel and Testing business line only.

        During the April 15, 2003 meeting, the Company Board also reviewed certain other strategic alternatives that were available to the Company. As of April 15, 2003, the Company's market

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capitalization was approximately $35 million. The Company Board determined that, given market conditions and the Company's existing market capitalization, capital structure and financial performance, obtaining additional funds in the capital markets or through private investment would be highly dilutive and as such was not in the best interests of the Company's stockholders. The Company Board further determined that, as a result of the potential complications in separating business divisions, a sale of the entire Company was preferable to a sale of individual business lines. Nevertheless, the Company Board decided to continue its dialogue with the highest bidder interested in acquiring only the Company's Panel and Testing business to keep the Company's options open and maintain its flexibility in the strategic alternatives review process.

        During its deliberations at the April 15, 2003 meeting, the Company Board also determined that, unless the purchase price included significant value for the Litigation, any transaction involving the sale of the Company would need to be structured so that the existing stockholders would retain a right to all or a portion of any proceeds from the Litigation. The Company's Board of Directors believed that, until the ultimate amount of the recovery in the Litigation was finally adjudicated, such recovery would likely be undervalued by third parties as a result of uncertainty as to amount and timing of a jury award, if any, the third parties' lack of knowledge of the full merits of the Company's claims and the inability of third parties to review much of the evidence in the Litigation due to applicable protective orders. In addition, the Company Board believed that, while neither the Company nor any purchaser could determine the value of any potential recovery, the Litigation nonetheless constituted a potentially valuable asset of the Company.

        On April 23, 2003, the Company reported its results for the first quarter ended March 31, 2003. The price per share of the Company Common Stock increased from $1.36 to $1.55 per share the following day. On April 29, 2003, the U.S. District Court issued two rulings related to the Litigation that were favorable to the Company. The price per share of the Company Common Stock increased from $1.56 on April 29, 2003 to $2.35 on April 30, 2003 following announcement of the favorable rulings.

        In response to the initial indications of interest described above, the Company and William Blair invited ten parties to meet individually with the Company's management and to participate in follow-up conference calls with management to clarify the information provided to them and ask additional questions. Two of the parties invited to these meetings, including the highest bidder at the initial stage, declined to participate. These meetings began on April 29, 2003 and concluded on May 8, 2003. During each of these meetings, the Company's management provided the parties with a detailed overview of its business and presented certain additional information on the Litigation consistent with applicable protective orders.

        In early May 2003, the Company's management and William Blair invited the parties to participate in follow-up diligence calls with respect to the Company's business. Four parties requested these follow-up conference calls, including Symphony. After this additional diligence, William Blair asked the eight parties that met with management to submit revised indications of interest by May 12, 2003. The revised indications of interest were required to include the following information: an indication of value for the Company including the Litigation, an indication of value ascribed specifically to the Litigation and a mark-up of the deal protection, conditions to closing and termination provisions included in a draft merger agreement furnished by the Company. William Blair informed the parties that the Company Board was very focused on maximizing the overall value of any transaction, including maximizing the participation by the existing Company stockholders in any recovery from the Litigation.

        On May 13, 2003, the Company Board held a telephonic meeting with its legal and financial advisors and with the Company's trial counsel in the Litigation. The Company Board reviewed the history and status of the Litigation and the relative benefits of potential mechanisms for sharing Litigation proceeds.

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        At meetings held on May 14 and May 15 and telephonically on May 20, 2003, the Company Board reviewed with its legal and financial advisors the status of the strategic alternatives review process, including the revised indications of interest received from eight parties. To varying degrees, the parties indicated a willingness to have the existing stockholders retain an interest in a portion of the Litigation proceeds. However, no party that proposed to acquire all of the Company would agree to allow the Company's existing stockholders to retain 100% of the Litigation proceeds or full control over prosecution of the Litigation. Seven indications of interest valued the entire Company (including the right to 100% of the Litigation) from $78 million to $130 million. Symphony's indication of interest proposed an aggregate cash purchase price of $110 million for the entire Company, including 100% of the Litigation, or a cash purchase price ranging from $88 million to $93.5 million and a 50% interest in proceeds from the Litigation. The party providing an expression of interest valuing the entire Company and 100% of the Litigation between $110 million to $130 million later revised its indication of interest to $80 million for the entire Company and at least a 51% interest in the Litigation (including a $10 million commitment to fund the Litigation). One party proposed to acquire only the Panel, Testing and Analytics business for $85 million to $100 million, provided that there was assurance that the Company's other business lines would continue to provide data to the divested line. Due to the expense and difficulties associated with separating the Company's business lines, the Company Board did not consider a stand-alone sale of the Panel, Testing and Analytics business to be a viable alternative. At these meetings, the Company's management and William Blair updated the Company Board regarding the results of their efforts to pursue other alternative transactions with potential strategic and technology partners, none of which resulted in a firm indication of interest.

        Based on the revised indications, the Company Board eliminated all but four parties, each of whom was interested in acquiring the Company as a whole. The eliminated parties had indications of interest valuing the entire Company (including the Litigation) from $78 million to $90 million. Of the four remaining indications of interest, the Company Board considered Symphony's indication of interest superior because:

•

its cash offer price, together with the perceived value to the Company's stockholders of sharing in a substantial portion of the potential proceeds of the Litigation, reflected the highest overall value relative to the other indications of interest;



•

it was based on more thorough diligence than the other indications of interest;



•

the indication of interest included a full mark-up of the deal protection, conditions to closing and termination provisions proposed by the Company in its draft merger agreement; and



•

Symphony indicated a desire to execute definitive agreements within two weeks.

        The Company Board directed management and William Blair to invite Symphony into the final round and to conduct further due diligence, but not to grant it exclusivity, as Symphony had again requested. The Company Board also instructed William Blair to continue discussions with the next three most attractive bidders in order to clarify elements of their indications of interest further. The Company Board decided that, if Symphony sufficiently improved its offer, the Company would grant it the opportunity for expedited additional due diligence. On May 16, 2003, Symphony orally submitted a revised indication of interest that would provide $105 million cash consideration to the stockholders, give the stockholders a 50% interest in proceeds from the Litigation and provide $10 million to fund the Litigation. Following further negotiations with the Company Board and Company management, Symphony subsequently increased the cash portion of its indication of interest to $107.5 million. However, it was unwilling to reduce its stake in the proceeds of the Litigation below 50%.

        Upon consultation with the Company's legal advisors and management, the Company Board determined that a contingent value rights arrangement would be preferable to a liquidating trust arrangement, for the principal reason that a liquidating trust arrangement would likely require a valuation of the Litigation for federal tax purposes that would result in tax liability to the Company's

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stockholders at closing and that would likely differ from the final judicial determination of the Company's claims in the Litigation. The Company Board believed that an unregistered, non-transferable security was an appropriate mechanism because they were concerned that a trading market in the CVRs might materially harm the Company and its stockholders in the Litigation and because no party would consider proceeding with a transaction structure in which a registered security that was tied to the Litigation was issued.

        On May 19, 2003, the Company and Symphony agreed to negotiate on a non-exclusive basis for a two-week period. The Company agreed to reimburse Symphony for up to $750,000 of its out-of-pocket fees and expenses if the Company unilaterally terminated negotiations or failed to negotiate in good faith, or if the Company's management and Symphony reached agreement on the material terms of a transaction which the Company Board did not approve.

        During this two-week period, Symphony conducted substantial due diligence and began negotiating the definitive Merger Agreement and related documents. During negotiations, Symphony and the Company agreed that the mechanism for sharing any potential recovery from the Litigation would be a contingent value rights arrangement. The parties agreed that the CVRs would not be transferable, except by will, upon death, or by operation of law, and would not be registered securities for which a public market would exist after consummation of the transaction. The Company's management and William Blair also clarified with the respective third parties certain elements of the other three final indications of interest with respect to (i) their proposed value assuming the maximum amount of the Litigation proceeds they would be willing to share with the Company's stockholders, (ii) their willingness to proceed on a non-exclusive basis and (iii) their contemplated capital structure to finance the transaction. None of these parties indicated a willingness to issue any form of tradeable security as a vehicle for participation in a recovery of proceeds from the Litigation. During the process of clarifying the other three indications of interest, one party indicated a willingness to consider permitting the Company's existing stockholders to retain 100% of the Litigation proceeds. However, the Company Board determined that the cash component of the purchase price under this party's indication of interest was substantially inferior to the Symphony indication of interest.

        On May 21, 2003, the U.S. District Court set a trial date of September 20, 2004 for the Litigation. The price per share of the Company Common Stock increased from $2.80 on May 20, 2003 to $3.48 on May 22, 2003.

        On May 27, 2003, the Company Board again met to discuss, in general, the Company's strategic alternatives and, in particular, Symphony's revised indication of interest. On May 30, 2003, the Company Board met to discuss the current top four indications of interest. The Company Board directed management to continue its agreement with Symphony to negotiate on a non-exclusive basis until June 12, 2003. The Company Board also discussed in detail the remaining three indications of interest and instructed management and William Blair to pursue discussions with the next highest bidder (the "Second Party"). The Company then informed the Second Party that it had been selected to move into the final round of due diligence and negotiations, but that it would have to improve its offer if it wished to be competitive with the leading bidder. On June 4, 2003, another of the parties that had provided one of the top four indications of interest (the "Third Party") submitted a revised indication of interest for $102.5 million in cash (after providing $10 million to fund the Litigation) for the business and 50% of the proceeds from the Litigation. On June 5, 2003, the Company and the Second Party held a conference call to discuss the business and the Litigation. On June 9, 2003, the Second Party informed the Company that it was not willing to increase its offer.

        Throughout June 2003, the Company Board met and reviewed updates with William Blair and the Company's management regarding the revised indications of interest. On June 11, 2003, following completion of its due diligence, Symphony submitted a revised indication of interest of $97.5 million cash consideration to the stockholders, 50% interest in proceeds from the Litigation and $10 million to fund the Litigation. On June 13 and 14, 2003, the Company, Symphony and their advisors continued to negotiate, resulting in a revised Symphony indication of interest to acquire the Company for

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$100 million in cash, a 60% participation by the Company's stockholders in the net proceeds of the Litigation and $10 million to fund the Litigation. The Company Board determined that the total value of Symphony's revised indication of interest was superior to that of the Second Party and the Third Party.

        On June 17, 2003, the Company Board and its advisors held a telephonic meeting to review the terms of the draft Symphony agreements. Representatives from William Blair reviewed with the Company Board the process pursued to find the most attractive strategic alternative for the Company's stockholders, the value of Symphony's most recent indication of interest, the Company Common Stock price and volume data and various analyses of the Company's historical and projected operating performance. At this meeting, representatives from Winston & Strawn, the Company's special outside legal counsel, also summarized for the Company Board the material provisions of the draft Merger Agreement and CVR Agreement as negotiated to that point. In addition, the Winston & Strawn representatives discussed the Company Board's fiduciary duties under Delaware law in the context of a change in control transaction.

        Negotiations and due diligence continued with Symphony during the next two weeks. Due to concerns that the Company might not successfully reach an acceptable definitive Merger Agreement and/or CVR Agreement with Symphony, the Company Board directed management and William Blair to invite the Third Party to the Company's offices for additional management meetings. The Third Party conducted additional due diligence on June 25-27. On June 27, the Company Board held a telephonic meeting at which representatives of William Blair and Winston & Strawn updated the Company Board on the course of negotiations regarding the proposed Symphony transaction. On June 29, 2003, the Company Board held a telephonic meeting at which it reviewed the final drafts of the Merger Agreement and CVR Agreement, reviewed William Blair's updated financial analyses with representatives of William Blair, asked questions and received answers from its legal and financial advisors, received the oral opinion of William Blair as to the fairness to the Company's stockholders, from a financial point of view, of the consideration to be received by such stockholders in the proposed transaction. The Company Board then unanimously approved the transaction with Symphony. In addition, on June 29, the Third Party informed William Blair that it was not going to be able to complete its due diligence in a timely manner.

12.    Purpose of the Offer; Plans for the Company; Stockholder Approval; Appraisal Rights; The Merger Agreement; The CVR Agreement.

        Purpose of the Offer; Plans for the Company.    The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. Pursuant to the Merger Agreement, we are entitled, as soon as practicable after consummation of the Offer, to seek representation on the Company Board and to seek to have the Company consummate the Merger pursuant to the Merger Agreement. If, pursuant to the Offer, we accept for payment and pay for a number of Shares that, together with all other Shares owned by Parent and us, represents a majority of outstanding Shares, the Merger Agreement provides that Parent will be entitled to designate representatives to serve on the Company Board in proportion to our ownership of Shares following such purchase. Parent currently intends, promptly after consummation of the Offer, to exercise this right and to designate one or more persons who are likely to be employees of Parent or its affiliates to serve as directors of the Company. For certain information regarding each of these persons, see Schedule I. The foregoing information and certain other information contained in this Offer to Purchase and the Schedule 14D-9 being mailed to stockholders herewith are being provided in accordance with the requirements of Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. We expect that such representation would permit us to exert substantial influence over the Company's conduct of its business and operations. In addition, if, pursuant to the offer, we purchase sufficient shares to give Parent and us ownership of a majority of the outstanding shares of Company Common Stock on a fully diluted basis, we intend to be merged with and into the Company as soon as practicable after consummation of the Offer. Following the Merger, the directors of Purchaser will be the directors of the Company. See "—The Merger Agreement—The Offer".

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        Except as otherwise provided herein, it is expected that, initially following the Merger, the business and operations of the Company will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company and from time to time, to conduct a comprehensive review of the Company's business, operations, capitalization and management with a view to optimizing development of the Company's potential in conjunction with Parent's business.

        The TCP Commitment Letter states that Symphony, TCP and Parent contemplate that Parent will arrange for a revolving credit facility for the Company of approximately $50 million to be incurred following or in connection with the consummation of the purchase of Shares pursuant to the Offer (the "Revolver Financing"). Following the Recapitalization, the aggregate debt of Parent and the Company will be approximately $115 million less any amount available to be borrowed under the Revolver Financing. The Recapitalization is subject to certain conditions precedent, including the consummation of the Merger. Pursuant to the terms and conditions set forth in the TCP Commitment Letter, in connection with the Recapitalization, the Lenders plan to purchase from Parent for $64,344,298 in cash (i) $65 million in aggregate principal amount of Senior Secured Notes of Parent (as described below), together with 7-year detachable warrants to purchase 9.75% of Parent Common Stock at an exercise price equal to the price paid by Symphony in cash for its Parent Common Stock. Pursuant to the terms and conditions set forth in the TCP Commitment Letter, the Parent has agreed to redeem concurrently with the Recapitalization (i) from the Lenders for cash all but $4,605,263 (valued at $1.00 per share) of the Parent Common Stock purchased by Lenders in connection with the financing of the Offer; (ii) from Symphony $5 million of the Parent Common Stock purchased by Symphony in connection with the financing of the Offer and (iii) from the Lenders for cash all but $383,772 of the $5,383,772 of the CVR-Related Equity. See "The Offer—Section 10—Source and Amount of Funds".

        The TCP Commitment Letter provides that the Senior Secured Notes will have a 60-month term to maturity with no scheduled amortization prior to maturity. The Senior Secured Notes will pay cash interest equal to the sum of LIBOR plus 7.5% per annum, payable quarterly in arrears. Interest will be calculated and payments will be made on the basis of actual days elapsed in a 360-day year.

        The TCP Commitment Letter also provides that the Senior Secured Notes will be secured by a second priority lien (junior only to the liens granted to providers of the Revolver Financing, the indebtedness secured thereby not to exceed $50 million) on all assets of the Company. However, the Litigation and the Litigation Proceeds (as defined below) will be treated as collateral in the manner contemplated by the CVR Agreement. Such liens shall extend to, without limitation, all present and future receivables, inventory, intellectual property assets of the Company, equipment, real estate, and issued and outstanding stock of the Company and any subsidiaries of the Company and the proceeds of each of the foregoing.

        The TCP Commitment Letter further provides that the Senior Secured Notes will rank pari passu with the indebtedness of the Company under the Revolver Financing (but the liens securing the loans will have different priorities as described in the immediately preceding paragraph) and will be senior to all other indebtedness of the Company.

        Except as described above or elsewhere in this Offer to Purchase and except for the transactions contemplated by the Merger Agreement, and subject to Parent's intention to evaluate the business and operations of the Company during and after the consummation of the Offer and the Merger and to take such actions as it deems appropriate under the circumstances then existing, Purchaser has no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), any change in the Company Board or management, any material change in the Company's capitalization or dividend policy or any other material change in the Company's corporate structure or business.

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        Copies of the Symphony Commitment Letter and the TCP Commitment Letter are filed as exhibits to the Schedule TO and are incorporated in this Offer to Purchase by reference. We reference you to those exhibits for a more complete description of the proposed Tender Offer Financing and Merger Financing, and the above description is qualified in its entirety by the information contained in each such exhibit.

        Stockholder Approval.    Under Delaware Law, if we acquire, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares, we would be able to effect the Merger without a vote of the Company's stockholders. If we do not acquire at least 90% of the outstanding Shares, we will have to seek approval of the Merger Agreement and the Merger by the Company's stockholders. Under Delaware Law, approval of the Merger Agreement and the Merger requires the affirmative vote of holders of a majority of the outstanding Shares. Thus, if the Minimum Tender Condition and the other conditions to the Offer are satisfied and the Offer is completed, we will own a sufficient number of Shares to ensure that the Merger Agreement will obtain the required approval of the Company's stockholders.

        Appraisal Rights.    You do not have appraisal rights as a result of the Offer. However, if the Merger is consummated, stockholders of the Company who have not tendered into the Offer and have not voted in favor of (or consented in writing to) the Merger, and who otherwise under Delaware Law, comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger or similar business combination) and to receive payment of that fair value in cash, together with a fair rate of interest, if any, for their Shares (all such Shares collectively, the "Dissenting Shares"). Any such judicial determination of the fair value of the Dissenting Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Shares. Stockholders should recognize that the value so determined could be higher or lower than the consideration paid in the Merger. Moreover, we may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Dissenting Shares is less than the price paid in the Offer.

        If any holder of Shares who demands appraisal under Section 262 of the Delaware Law fails to perfect, or effectively withdraws or loses his, her or its rights to appraisal as provided in the Delaware Law, the Shares of such stockholder will be converted into the right to receive the price per Share paid in the Offer only. A stockholder may withdraw his, her or its demand for appraisal by delivering to us a written withdrawal of such demand for appraisal and acceptance of the Merger.

        Failure to follow the steps required by Section 262 of the Delaware Law for perfecting appraisal rights may result in the loss of those rights.

        The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware Law and is qualified in its entirety by reference to Delaware Law.

        The Merger Agreement.    The following is a summary of certain provisions of the Merger Agreement, a copy of which is filed as an exhibit to the Schedule TO and is incorporated in this Offer to Purchase by reference. This summary is qualified in its entirety by reference to the full text of the Merger Agreement.

        The Offer.    The Merger Agreement provides for the making of the Offer by Purchaser pursuant to the terms and subject to the conditions set forth in this Offer to Purchase and related Letter of Transmittal.

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        Recommendation.    The Company Board has unanimously (i) determined that each of the Offer, the Merger, the Merger Agreement and the CVR Agreement is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger) and (iii) recommended that the Company's stockholders tender their Shares in the Offer and approve and adopt the Merger Agreement and the Merger. This recommendation of the Company Board may be withdrawn or modified only if the Company receives from a third party a Superior Proposal (as defined below) and the Board determines in good faith, after consultation with its outside legal counsel, that its fiduciary duties require it to do so.

        Top-Up Option.    Pursuant to the Merger Agreement, the Company granted to Parent an irrevocable option (the "Top-Up Option") to purchase up to that number of Shares (the "Top-Up Option Shares") equal to the lowest number of Shares that, when added to the number of Shares collectively owned by Parent, Purchaser and any of their respective affiliates immediately following consummation of the Offer, will constitute at least 90% of the Shares then outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares and the exercise of all options to purchase Shares and any other rights to acquire Shares on the date of the Top-Up Exercise Event (as defined below)) at a purchase price per Top-Up Option Share equal to one CVR together with $3.30 or any greater amount paid per Share in the Offer (the "Offer Price").

        Parent may, at its election, exercise the Top-Up Option, in whole, but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the Top-Up Termination Date (as defined below). A "Top-Up Exercise Event" will occur upon Parent's or Purchaser's acceptance for payment pursuant to the Offer (which shall include any Subsequent Offering Period) of Shares constituting, together with Shares owned directly or indirectly by any other affiliates of Parent, less than 90% of the Shares then outstanding on a fully diluted basis (assuming the exercise of all options to purchase Shares and any other rights to acquire Shares on the date of the Top-Up Exercise Event), but only if (i) the issuance of the Top-Up Option Shares would not require the approval of the stockholders of the Company under applicable law or regulation (including, but not limited to, Nasdaq rules and regulations including Section 4350(i)1(D) of the NASD Manual) or (ii) Nasdaq has granted a waiver from any such rule or regulation that is reasonably acceptable to Parent, Purchaser and the Company, and there is no other applicable law, rule or regulation that would require the approval of the Company's stockholders for the issuance of the Top-Up Option Shares. Upon and after the request of Parent, the Company will use its reasonable best efforts (but without the payment of any money) to obtain such a waiver from Nasdaq as promptly as possible after any such request.

        The "Top-Up Termination Date" will occur upon the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement, (iii) the date that is ten business days after the occurrence of a Top-Up Exercise Event, unless the Top-Up Option has been previously exercised in accordance with the terms and conditions of the Merger Agreement and (iv) the date that is ten business days after the Top-Up Notice Date (as defined below) unless the Top-Up Closing (as defined below) has previously occurred.

        In the event Parent wishes to exercise the Top-Up Option, Parent will send to the Company a written notice (a "Top-Up Exercise Notice", the date of receipt of such notice is referred to as the "Top-Up Notice Date") specifying the place for the closing of the purchase and sale of the Top-Up Option Shares pursuant to the Top-Up Option (the "Top-Up Closing") and a date not earlier than one business day nor later than ten business days after the Top-Up Notice Date for the Top-Up Closing. The Company will, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent confirming the number of Top-Up Option Shares and the aggregate purchase price therefor.

        At the Top-Up Closing, subject to the terms and conditions of the Merger Agreement, (i) the Company will deliver to Parent a certificate or certificates evidencing the applicable number of Top-Up

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Option Shares; provided that the Company's obligation to deliver Top-Up Option Shares upon exercise of the Top-Up Option is subject to the condition that no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise and (ii) Parent will purchase each Top-Up Option Share from the Company at the Offer Price. Payment by Parent of the purchase price for the Top-Up Option Shares may be made, at the option of Parent, by delivery of (x) immediately available funds by wire transfer to an account designated by the Company or (y) a demand note issued by Parent in customary form that is reasonably acceptable to the parties and in a principal face amount equal to the aggregate amount of the cash portion of the purchase price for the Top-Up Option Shares, together with, in case of both clauses (i) and (ii) above, that number of CVRs equal to the number of Top-Up Option Shares to be issued pursuant to the exercise of the Top Up Option. Any demand note issued pursuant to the preceding sentence will be accompanied by a credit support arrangement reasonably acceptable to Parent, Purchaser and the Company.

        Upon the delivery by Parent to the Company of the Top-Up Exercise Notice, and the tender of the consideration described in the preceding paragraph, Parent will be deemed to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Top-Up Option Shares shall not then be actually delivered to Parent or the Company shall have failed or refused to designate the bank account described in the preceding paragraph.

        Parent will pay all expenses, and any and all federal, state and local taxes and other charges, that may be payable in connection with the preparation, issuance and delivery of stock certificates pursuant to its exercise of the Top-Up Option.

        The Merger.    The Merger Agreement provides that, upon the terms and subject to the conditions thereof, at the time at which the Company and Purchaser file a Certificate of Merger with the Delaware Secretary of State (or such later time as indicated in the Certificate of Merger but not later than 90 days after the date of the filing) (the "Effective Time") and make all other filings or recordings required by Delaware Law in connection with the Merger, Purchaser will be merged with and into the Company in accordance with Delaware Law, whereupon the separate existence of Purchaser shall cease and the Company shall be the surviving corporation (the "Surviving Corporation").

        At the Effective Time, (i) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (ii) below and except for Dissenting Shares, be converted into (a) the right to receive the price paid in the Offer, without interest (the "Cash Consideration") and (b) one contingent value right ("CVR") which shall represent the contingent right to receive an amount of cash equal to the CVR Payment Amount (as defined below under the heading "—The CVR Agreement") (the Cash Consideration and the CVR to be received in respect of each Share pursuant to the Merger are together defined herein as the "Merger Consideration"); (ii) each Share held in the treasury of the Company or held by the Parent or any of its subsidiaries (including Purchaser) shall be canceled, and no payment shall be made with respect thereto; and (iii) each issued and outstanding share of common stock of Purchaser shall be converted into and become one share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

        The Merger Agreement further provides that, at the Effective Time, the certificate of incorporation and bylaws of Purchaser will be the certificate of incorporation and bylaws of the Surviving Corporation, except as to the name of the Surviving Corporation, which will be changed to "Information Resources, Inc." and provided that the certificate of incorporation and bylaws will contain provisions with respect to indemnification set forth below under "—Indemnification and Insurance".

        Treatment of Options.    At the Effective Time, all outstanding and unexercised options to purchase Shares, whether or not exercisable or vested, will be cancelled. The holder of such option will be

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entitled to receive, in full satisfaction of such option, (i) cash in an amount equal to the product of (A) the excess, if any, of the Cash Consideration over the exercise price per share of the option and (B) the number of Shares subject to such option and (ii) if cash is paid pursuant to clause (i) hereof, one CVR per Share subject to such option.

        Treatment of Restricted Shares.    At the Effective Time, each outstanding restricted Share held by current or former employees will be converted into the right to receive Merger Consideration (as described above).

        Composition of the Board of Directors.    The directors of Purchaser at the Effective Time will be the directors of the Surviving Corporation and the officers of the Company at the Effective Time will be the officers of the Surviving Corporation.

        Upon the date on which Parent or Purchaser first accepts shares for payment pursuant to the Offer (the "Acceptance Date"), Parent will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of Shares purchased and paid for by Parent or Purchaser pursuant to the Offer, plus any Shares beneficially owned by Parent or its affiliates on the date of such purchase and payment, bears to the total number of Shares then outstanding.

        On the expiration of any Subsequent Offering Period (as provided by Rule 14d-11 under the Exchange Act), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this and the immediately preceding sentence) by the percentage that the number of Shares purchased and paid for by Parent or Purchaser pursuant to the Offer (including, but not limited to, the number of Shares purchased in any Subsequent Offering Period), plus any Shares beneficially owned by Parent or its affiliates on the date of such purchase and payment in the Subsequent Offering Period, bears to the total number of Shares then outstanding.

        In furtherance of the rights and obligations set forth in the immediately foregoing two sentences, the Company shall, upon request of Parent, promptly increase the size of the Company Board, or it shall secure the resignations of such number of directors, or both, as is necessary to enable Parent's designees to be so elected to the Company Board and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, shall cause Parent's designees to be so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of each committee of the Company Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, there shall be until the Effective Time at least two members of the Company Board who are directors on the date of the Merger Agreement and are not employees of the Company.

        Following the election of Parent's designees to the Company Board, the following actions, prior to the Effective Time, will require the concurrence of a majority of the directors of the Company then in office who neither were designated by Parent nor are employees of the Company (the "Independent Director Approval"): (i) any amendment or termination of the Merger Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser under the Merger Agreement, or (iii) any waiver of any of the Company's rights under the Merger Agreement.

        Indemnification and Insurance.    The Merger Agreement also provides that from and after the Acceptance Date, Parent and Company, and from and after the Effective Time, the Surviving Corporation will indemnify and hold harmless the present and former officers and directors of the

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Company (the "Indemnified Parties") in respect of (A) acts or omissions occurring or alleged to occur at or before the Effective Time, or (B) the Merger or (C) the transactions contemplated by the Merger Agreement or arising out of or pertaining to the transactions contemplated by the Merger Agreement, to the fullest extent permitted by Delaware Law and the Company's certificate of incorporation and bylaws in effect on the date of the Merger Agreement. For a period of six years after the Effective Time, Parent will cause to be maintained in effect the Company's and its subsidiaries current policies of directors' and officers' liability insurance, provided that Parent may substitute policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous than those provided at that time for Parent's directors and officers, and provided further that if the policies existing on the date of the Merger Agreement expire, are terminated or cancelled during the six-year period, Parent will use its reasonable efforts to obtain as much coverage as can be obtained for the remainder of that period for a premium not in excess of $3.5 million.

        Stockholders Meeting.    Pursuant to the Merger Agreement, the Company shall cause a meeting of its stockholders to be duly called and held as soon as reasonably practicable following the consummation of the Offer, for the purpose of voting on the approval and adoption of the Merger Agreement, unless a vote of Company stockholders is not required by Delaware Law. In connection with such meeting, the Company will use its reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote of stockholders required by Delaware Law to effect the Merger. Parent must vote, or cause to be voted, at such meeting, all shares of Company Common Stock acquired in the Offer or otherwise owned by it or any of its subsidiaries (including Purchaser) in favor of the approval and adoption of the Merger Agreement and the Merger.

        Representations and Warranties.    Pursuant to the Merger Agreement, the Company has made customary representations and warranties to Parent and Purchaser, including representations relating to its organization, qualification and subsidiaries; certificate of incorporation and bylaws; capitalization; corporate authorizations; absence of conflicts; required filings and consents; compliance with laws; compliance with agreements; material contracts; SEC filings; financial statements; absence of certain changes or events; absence of undisclosed liabilities; litigation; employee benefit plans; insurance; receivables and customers; tax matters; intellectual property; and environmental and antitakeover matters.

        Pursuant to the Merger Agreement, Parent and Purchaser have made customary representations and warranties to the Company, including representations relating to their corporate organization and qualification; corporate authorizations; absence of conflicts; SEC filings; interests in the Company; certain litigation and financing.

        Certain of the representations and warranties of the Company are qualified as to "materiality" or "Company Material Adverse Effect". "Company Material Adverse Effect" means any effect or change that is materially adverse to (i) the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under the Merger Agreement or under the CVR Agreement or to consummate the transactions contemplated thereby, except, in each case, for any such effect or change resulting from or arising out of (x) any loss of customers or revenue resulting from the fact that Parent will become the owner of the Company upon consummation of the transactions contemplated by the Merger Agreement, (y) the condition of the United States economy or financial markets generally or (z) a condition generally affecting participants in the industry in which the Company competes, unless in the case of clauses (y) and (z) such condition has a disproportionate effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, in which case such condition shall be taken into account in determining whether or not there has been, or there would reasonably be expected to be a Company Material Adverse Effect.

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        Certain Covenants.    Prior to the Effective Time and except as permitted by the Merger Agreement and subject to certain exceptions, the Company shall, and shall cause its subsidiaries to, conduct their business in the ordinary and usual course of business and consistent with past practice and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and key employees (other than terminations of services for cause).

        In addition, until the Effective Time, the Company has agreed to certain restrictions on its and its subsidiaries' activities. These include (subject to certain exceptions) covenants not to (without Parent's consent which shall not be unreasonably withheld):

          (i)  (A) amend or propose to amend their certificates of incorporation or bylaws; (B) split, combine or reclassify their outstanding capital stock or (C) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to the Company or a subsidiary of the Company by another subsidiary of the Company;

         (ii)  issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of their capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares of capital stock of the Company (A) upon exercise of options to purchase Shares outstanding on May 31, 2003 and (B) as required by the Company's 401(k) plan, its employee stock purchase plan, its other stock-based plans and the Rights Agreement as in effect on the date of the Merger Agreement;

        (iii)  (A) incur or become contingently liable with respect to any indebtedness for borrowed money, other than borrowings in the ordinary course of business or borrowings to fund working capital needs in the ordinary course of business under the existing credit facilities of the Company or any of its subsidiaries on the terms of those facilities as they existed on June 29, 2003 (the "Existing Credit Facilities") in an aggregate amount for all such permitted borrowings not to exceed $20,000,000 for any consecutive four business day period, (B) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock other than in connection with the exercise of outstanding options to purchase Shares pursuant to the terms of the Company's stock option plans and the relevant written agreements evidencing the grant of options to purchase Shares, or to use for the Company's 401(k) Plan, its employee stock purchase plan or its directors' stock plan, (C) make any material acquisition of any assets or businesses other than expenditures for current assets in the ordinary course of business and expenditures for fixed or capital assets in the ordinary course of business with a value that is less than (1) $2,500,000 in the aggregate during the 45-day period commencing on June 29, 2003 and (2) $4,500,000 in the aggregate during the 90-day period commencing on June 29, 2003 or (D) sell, pledge, lease, license dispose of or encumber any material assets or businesses other than (1) certain transactions agreed upon among the Company, Purchaser and Parent, (2) pledges or encumbrances pursuant to Existing Credit Facilities or (3) sales of inventory and other current assets in the ordinary course of business consistent with past practices;

        (iv)  enter into or amend or modify any employment, consulting, severance, retirement or special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers or key employees or with any other persons, except (i) as required by previously existing contractual arrangements or applicable law or (ii) other employment agreements entered into with a person who is hired or promoted by the Company or one of its subsidiaries after June 29, 2003 in the ordinary course of business whose annual base salary does not exceed $175,000;

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         (v)  increase the salary, bonus, benefits or other compensation of any person except for increases in the ordinary course of business consistent with past practice or except pursuant to contractual arrangements existing on June 29, 2003;

        (vi)  adopt, enter into or amend or modify, in each of the latter two cases to materially increase benefits or obligations of any Company employee benefit plan, except as required pursuant to existing contractual arrangements, the Merger Agreement or applicable law;

       (vii)  (A) enter into any new contract or commitment providing for the purchase of goods or services by the Company or any of its subsidiaries that is inconsistent with the Company's April 2003 forecast or has a term of more than one year and which is reasonably expected to involve payments to retailers of more than $3 million per annum or payments to other third parties of more than $2 million per annum, (B) amend, modify or change in any material respect, or waive any material rights of the Company or any of its Subsidiaries or any material obligation of any third party under certain material contracts;

      (viii)  make, change or revoke any material tax election unless required by law or make any agreement or settlement with any taxing authority regarding any material amount of taxes or which is reasonably likely to materially increase the obligations of the Company or the Surviving Corporation to pay taxes in the future;

        (ix)  defer the payment of accounts or trade payables, or seek to accelerate the payment of, or factor or otherwise similarly monetize, accounts or trade receivables, of the Company or any of its subsidiaries, in either such case beyond or in advance (as the case may be) of the customary payment periods of the Company, such subsidiary(ies) or such third parties for those payables or receivables;

         (x)  enter into any interest rate, currency or other swap or derivative transaction, other than in the ordinary course of business consistent with past practices and for bona fide hedging purposes;

        (xi)  take any action that would make any representation or warranty of the Company inaccurate in any material respect at any time before the Effective Time;

       (xii)  (A) propose or make, or engage in any discussions or negotiations with respect to, any Settlement Decision (as defined in "—The CVR Agreement") or (B) enter into any confidentiality agreement with any third party to the Litigation (as defined in "—The CVR Agreement") with respect thereto; or

      (xiii)  enter into an agreement, commitment or arrangement with respect to any of the foregoing.

        The Company and Parent have agreed to promptly notify each other of (i) any notice or other communication from any person (A) alleging that the consent of such person is or may be required in connection with the transactions contemplated by the Merger Agreement or by the CVR Agreement or (B) from any party to the Litigation relating to the Litigation, subject to applicable law, court order or applicable privilege considerations; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by the Merger Agreement or by the CVR Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its subsidiaries that, if pending on the date of the Merger Agreement, would have been required to have been disclosed in connection with certain of the Company's representations and warranties under the Merger Agreement or that relate to the consummation of the transactions contemplated by the Merger Agreement; (iv) the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that

37

party that is contained in the Merger Agreement to be untrue or inaccurate such that the condition set forth in clause (ii)(C) of Section 14 hereto would at any time be unsatisfied on and as of any date after June 29, 2003 and (v) any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under the Merger Agreement or the CVR Agreement.

        No Solicitation.    In the Merger Agreement, the Company has agreed that it will not, and will not permit its subsidiaries or any of their officers, directors, employees, attorneys, accountants, investment bankers, financial advisors or other agents retained by them to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or knowingly encourage the submission of any Acquisition Proposal (as defined below), (ii) enter into or participate in any discussions or negotiations with, or furnish any information relating to the Company or any of its subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its subsidiaries to, any third party that is seeking to make, or has made, an Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its subsidiaries or (iv) enter into any agreement with respect to an Acquisition Proposal, unless the Company shall have terminated the Merger Agreement in compliance with the applicable termination provisions. However, the Company may (i) furnish confidential or nonpublic information pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement between Parent and Company to and engage in discussion and negotiations with any third party that has made an unsolicited bona fide written Acquisition Proposal (a "Potential Acquiror") that the Company Board determines, in good faith and after consultation with its independent financial advisor and legal counsel, could reasonably be expected to lead to a Superior Proposal (as defined below), provided that the Company Board determines in good faith after consultation with outside legal counsel, that such action is necessary in order for its directors to comply with their fiduciary duties under applicable law, and/or (ii) following receipt of a Superior Proposal and after providing written notice to Parent at least three business days before doing so, the Company Board may withdraw or modify (or alter or modify in a manner adverse to Parent) the recommendation by the Company Board of the Merger Agreement, the Offer or the Merger, if the Company Board determines in good faith (after consultation with its outside counsel) that its fiduciary obligations require it to do so). In addition, the Company or the Company Board may take and disclose to its stockholders a position with respect to a tender or exchange offer by a third party contemplated by Rule 14d-9 and Rule 14e-2 under the Exchange Act.

        "Acquisition Proposal" means any proposal or offer (other than any proposal or offer by Parent or any of its subsidiaries) to acquire all or 15% or more of the business, properties or capital stock of the Company or any of its subsidiaries, whether by merger, purchase of assets, tender offer or otherwise, whether for cash, securities or any other consideration or combination thereof, other than any transaction involving Parent or any of its subsidiaries.

        "Superior Proposal" means an unsolicited bona fide written Acquisition Proposal for at least a majority of the voting power of the shares of Company Common Stock then outstanding or all or substantially all of the assets of the Company and its subsidiaries which the Company Board determines, in good faith and after consultation with its independent financial advisor and outside legal counsel, would be more favorable to and provide consideration to the holders of Company Common Stock with greater financial value than the consideration payable in the Offer and the Merger, taking into account all the terms and conditions of the Acquisition Proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation and for which financing is then fully committed, provided that, for the sake of clarity, an Acquisition Proposal shall only be deemed to have been solicited for purposes of this definition as a result of actions taken on or after June 29, 2003, and not as a result of any actions taken before that date.

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        The Company shall promptly (but in no event later than 24 hours) notify Parent after receipt by it, any of its subsidiaries or any of their respective advisors of any Acquisition Proposal, any communication (whether written or oral) from any Potential Acquiror or its advisor that such Potential Acquiror is considering making an Acquisition Proposal or any request for information relating to the Company or any of its subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its subsidiaries by any Potential Acquiror that may be considering making or has made an Acquisition Proposal. Such notice to Parent shall indicate in reasonable detail the identity of the offeror and the material terms and conditions of such proposal, to the extent known. The Company shall thereafter keep Parent informed, on a reasonably current basis, on the status and terms of any such Acquisition Proposal and the status of any related discussion or negotiations with any Potential Acquiror.

        Employee Benefits Matters.    Until December 31, 2004, Parent has agreed to provide to those employees of the Company and its subsidiaries who are employed as of the Acceptance Date cash compensation and employee benefits that are substantially comparable in the aggregate to those provided to such employees immediately prior to the Acceptance Date (other than severance or termination benefits, stock options or other stock-based plans). Employees will be given credit for past service with the Company and its affiliates for purposes of eligibility and vesting and level of benefits under all employee benefit plans of Parent in which such eligible employees participate, to the same extent that credit was given under applicable Company plans (except to the extent such credit would result in the duplication of benefits). In addition, employees will be immediately eligible to participate in Parent employee benefit plans to the extent coverage under any such plan replaces coverage under a comparable Company employee benefit plan in which such employees participated immediately prior to the Acceptance Date. With respect to those employees who become participants in certain Parent benefit plans, pre-existing condition exclusions and actively-at-work requirements will be waived for such employees and their covered dependents to the same extent as such exclusions or requirements were not applicable under corresponding Company plans and Parent shall give credit for eligible expenses incurred by such employees or their dependents under applicable Company plans prior to participation in any corresponding Parent plans for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements.

        Prior to the Acceptance Date, the Company has agreed to terminate each Company plan under which stock options may be granted as well as each other stock-based plan, including the Company's employee stock purchase plan. The Company will freeze the employee stock purchase plan effective July 1, 2003 and will not set a new accumulation period under this plan unless the merger agreement has been terminated. In addition, the Company will cause all unallocated Shares held under the Company's Nonqualified Defined Contribution Plan to be allocated to accounts under such plan and will distribute Shares payable for services rendered by participants in the Company's 1996 Directors' Plan during second quarter 2003 and the portion of third quarter 2003 ending on the earlier of August 1, 2003 and the day that is immediately prior to the Acceptance Date.

        Conditions to the Merger.    The obligations of each of Parent, Purchaser and the Company to consummate the Merger are subject to the satisfaction at or before the Effective Time of the conditions that: (i) if required by Delaware Law, the Merger Agreement shall have been approved and adopted by the requisite vote of the stockholders of the Company; (ii) no law, rule or regulation or judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall prohibit, restrain or make legal the Merger; (iii) (A) any waiting period applicable to consummation of the Merger under the HSR Act or any foreign antitrust laws shall have expired or been terminated and (B) any approvals required under any foreign antitrust laws before consummation of the Merger shall have been obtained; and (iv) Purchaser shall have purchased Shares pursuant to the Offer, except that this condition shall not be a condition to Parent's and Purchaser's obligation to

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effect the Merger if Purchaser shall have failed to purchase shares of Company Common Stock pursuant to the Offer in breach of (or as a result of Parent's breach of) the Merger Agreement.

        Termination.    The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time before the Effective Time, (notwithstanding any approval of the Merger Agreement by the stockholders of the Company):

          (i)  by mutual written agreement of the Company and Parent (including, from and after the Acceptance Date, the Independent Director Approval);

         (ii)  prior to the Acceptance Date by Parent if the Company shall have breached in any material respect any of its obligations contained in the Merger Agreement or if its representations and warranties shall not be true and correct, except for such failures to be true and correct that, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and which breach has not been or is incapable of being cured by the Company within thirty (30) days after the giving of written notice of such breach by Parent;

        (iii)  prior to the Acceptance Date by the Company if Parent or Purchaser shall have breached in any material respect any of its obligations to be performed by either of them under the Merger Agreement, or if the representations and warranties of Parent and Purchaser contained in the Merger Agreement shall not be true and correct, except for such failures to be true and correct that, individually and in the aggregate, are not reasonably likely to have a material adverse effect on Parent, and which breach has not been or is incapable of being cured by Parent or Purchaser, as applicable, within thirty (30) days after the giving of written notice of such breach by the Company;

        (iv)  prior to the Acceptance Date by the Company if (A) the Board of Directors of the Company authorizes the Company, subject to complying with the terms of the Merger Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company gives Parent notice (which may be revoked by the Company by a subsequent notice to that effect) in writing that it intends to enter into such an agreement, specifying the material terms and conditions of such Superior Proposal and the identity of the Potential Acquiror, provided that the Company Board may only take those actions if it has determined, in good faith after consultation with its financial advisor and based on the advice of its outside counsel, that doing so is necessary in order for the directors to comply with their fiduciary duties under applicable law, (ii) Parent does not make, within three business days of receipt of the Company's written notification of its intention to enter into a binding agreement providing for the Superior Proposal, an offer that is at least as favorable from a financial point of view, to the stockholders of the Company as the Superior Proposal and (iii) the Company prior to or concurrently with such termination pays to Parent in immediately available funds the Termination Fee (as defined below);

         (v)  prior to the Acceptance Date by Parent, if (A) the Company Board shall have failed to recommend, or shall have withdrawn, adversely modified or adversely amended in any material respect its approval or recommendation of the Offer, the Merger or the Merger Agreement to the Company's stockholders, it being understood that disclosure of the existence of and the material terms and conditions of any Acquisition Proposal that is not being recommended by the Company Board, shall not be considered to be a withdrawal, adverse modification or adverse amendment in any material respects of such approval or recommendation, or (B) there shall have been a material breach of the non-solicitation provisions of the Merger Agreement;

        (vi)  by either Parent or the Company if (A) the Acceptance Date shall not have occurred on or before December 31, 2003; provided that the right to terminate the Merger Agreement pursuant to the terms described in this subsection (vi) shall not be available to any party whose

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failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Acceptance Date to occur on or before such date or (B) if there shall be any law or regulation or any governmental entity shall have issued an order, injunction or other decree or ruling or taken any other action permanently enjoining, restraining, making illegal or otherwise prohibiting the payment for the Company Common Stock pursuant to the Offer and/or Merger and that order, injunction, decree or ruling or other action shall have become final and nonappealable; or

       (vii)  by the Company if Parent or Purchaser shall have failed to commence the Offer in accordance with the Merger Agreement; provided, however, that the Company may not so terminate the Merger Agreement if such failure to have commenced the Offer shall have been caused by (A) the Company's failure to perform any of its obligations under the Merger Agreement, (B) facts or circumstances that constitute a breach of any representation or warranty of the Company under the Merger Agreement or (C) the occurrence of any of the events specified in any of paragraphs (ii)(A) through (F) under "The Offer—Section 14".

        Fees and Expenses.    Except as discussed below, the Merger Agreement provides that all costs and expenses incurred in connection with the transactions contemplated by the Merger Agreement and the CVR Agreement shall be paid by the party incurring such costs and expenses, provided that those expenses incurred in connection with printing and filing the Schedule TO, the Schedule 14D-9 and any proxy or information statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider and vote on the Merger (the "Company Meeting") shall be equally borne by Parent and the Company.

        The Merger Agreement provides that, in the event the Merger Agreement is terminated (i) pursuant to clause (v)(B) under the heading "Termination" above, and prior to the Company Meeting, and within 12 months after any such termination the Company enters into a definitive agreement with respect to or consummates a transaction that constitutes an Acquisition Proposal (whether or not with the same Potential Acquiror with respect to which the Company committed a material breach of Section 5.03 of the Merger Agreement, then the Company shall within two days pay Parent a termination fee of $4 million (the "Termination Fee"); (ii) by the Company pursuant to paragraph (iv) under the heading "Termination" above or by Parent pursuant to clause (v)(A) under the heading "Termination" above, the Company shall, in the case of termination by the Company, prior to or concurrently with such termination, and in the case of termination by Parent, promptly but in no event later than two days after the date of such termination, pay Parent the Termination Fee.

        In addition, if the Merger Agreement is terminated pursuant to clause (vi)(A) under the heading "Termination" above, and prior to any such termination:

          (i)  any Potential Acquiror shall have publicly announced an intention to make or actually makes an Acquisition Proposal (whether or not conditional) and, within 12 months after any such termination, the Company or any of its subsidiaries enters into a definitive agreement with respect to or consummates a transaction constituting an Acquisition Proposal (whether or not with the same Potential Acquiror), then the Company shall promptly, but in no event later than two days after the date of entering into (or, if earlier, consummating) that agreement or transaction, as applicable, pay Parent the Termination Fee; or

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         (ii)  any third party to the Litigation (as defined below under the heading "—CVR Agreement") shall have publicly announced an intention to make or actually makes any proposal or offer with respect to any Settlement Decision (as defined below under the heading "—CVR Agreement") (whether or not conditional) and, within 12 months after any such termination, the Company or any of its subsidiaries enters into a definitive agreement with respect to any Settlement Decision, then the Company shall pay Parent the Termination Fee and also reimburse Parent for all reasonable and documented out-of-pocket expenses incurred by or on behalf of Parent in connection with the due diligence investigation of the Company and its subsidiaries and the negotiation and performance of the Merger Agreement and the CVR Agreement and the taking of all actions contemplated by or in connection with any such agreement up to a maximum possible amount of such expenses of $2 million. The Company shall pay that Termination Fee within two days after the date of entering into an agreement of the kind described in this paragraph, and it shall reimburse Parent within three business days after being invoiced by the Parent.

        In the event of termination of the Merger Agreement by either Parent and/or the Company prior to the Acceptance Date pursuant to the provisions of Section 7.01 of the Merger Agreement, the Merger Agreement shall become void, and there shall be no liability or further obligation on the part of the Company, Parent, Purchaser, their respective affiliates or their respective officers or directors (except as set forth in Article VIII, in the second sentence of Section 5.04 and in Section 5.10 of the Merger Agreement, all of which shall survive the termination). Nothing in Section 8.01 of the Merger Agreement shall relieve any party from liability for any (i) willful or material breach of any covenant or agreement of such party contained in the Merger Agreement or (ii) willful failure of that party to fulfill a condition to the performance of the obligations of the other party.

        Amendment of the Merger Agreement.    The Merger Agreement may be amended at any time; provided that, (i) after the Acceptance Date, (A) no amendment shall be made which decreases the Merger Consideration and (B) any such amendment will require Independent Director Approval and (ii) after the Company stockholder approval of the Merger Agreement, the CVR Agreement and the transaction contemplated by those agreements has been obtained (if required by Delaware Law), there shall be made no amendment that by law requires further approval by stockholders of the Company without the further approval of such stockholders. The Merger Agreement may not be amended or waived except by an instrument in writing signed (in the case of an amendment) by each of the parties hereto or (in the case of a waiver) by the party(ies) against whom the waiver is to be effective.

        Extension or Waiver.    At any time prior to the Effective Time, by action taken or authorized by (i) the respective Boards of Directors of the Company, Parent or Purchaser, the parties to the Merger Agreement may, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties to the Merger Agreement and (ii) its Board of Directors, any party(ies) to the Merger Agreement may waive (A) any inaccuracies in the representations and warranties of any other party(ies) contained in the Merger Agreement or in any document delivered pursuant thereto or (B) compliance by any other party(ies) with any of the covenants or agreements of such other party(ies) or any conditions contained in the Merger Agreement to the performance of any of its or their obligations thereunder; provided that after the Company Stockholder Approval has been obtained (if required by Delaware Law), there shall be made no waiver that by law requires further approval by stockholders of the Company without the further approval of such stockholders and provided further that any extension or waiver after the Acceptance Date will require, with respect to the Company, Independent Director Approval. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

        The CVR Agreement.    The following is a summary of certain provisions of the form of CVR Agreement, a copy of which is filed as an exhibit to the Schedule TO and is incorporated in this Offer

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to Purchase by reference. The summary is qualified in its entirety by reference to the form of CVR Agreement.

        General.    The CVR Agreement provides for CVRs to be issued to certain holders of Company Common Stock in connection with the Offer and the Merger. The CVRs represent the right to receive cash payments in respect of cash and cash-equivalent compensation, damages, penalties, interest and other payments, if any (the "Cash Proceeds"), and other compensation, damages, penalties, interest, agreements, commitments, undertakings and other benefits and protections not in the form of cash or cash equivalents, if any (the "Non-Cash Proceeds"), received by the Company as a result of the Litigation. While the CVRs are outstanding, approval of CVR Payment Amounts (as defined below) and decisions on litigation strategy and settlement will be delegated to a group of five individuals acting as rights agents (the "Rights Agents"). Two Rights Agents will be named by the Company (the "Company Rights Agents"), two will be named by Parent (the "Parent Rights Agents"), and an independent Rights Agent, who will not participate in any Settlement Decision (as defined below), will be chosen by a majority of the other four Rights Agents (the "Independent Rights Agent"). The initial Rights Agents may be beneficial owners of CVRs.

        Issuance.    The CVRs will be issued pursuant to the Offer and the Merger at the times and in the manner set forth in the Merger Agreement. The Merger Agreement provides that CVRs will be issued: (i) on or as soon as reasonably practicable after the Expiration Date of the Offer to holders of Company Common Stock who tender Shares in the Offer; and (ii) at the Effective Time to holders of Company Common Stock who did not participate in the Offer. Any holder of Company Common Stock who is entitled to and properly demands appraisal rights under Delaware Law shall not receive the Merger Consideration (including the CVRs); provided that if such holder does not or cannot exercise such appraisal right such holder will receive the Merger Consideration (including the CVRs).

        No Transfer.The issuance of the CVRs will not be registered pursuant to the Securities Act and will not be evidenced by a certificate or other instrument. Parent will maintain a register in which the names and addresses of all CVR holders will be recorded and provide for registration of ownership of the CVRs. The CVRs will not be assignable or otherwise transferable by CVR holders, except by will, upon a holder's death or by operation of law.

        Rights Agents: Control of the Litigation.    The Rights Agents will have the sole power and duty to direct and supervise all matters involving the Litigation on behalf of the Company, the Company subsidiaries and Parent. Either one or both of the Company Rights Agents (as they shall decide) will have primary responsibility for the day-to-day direction and supervision of the Litigation. However, the approval of a majority of the Rights Agents (including the Independent Rights Agent) will be required for any decision that involves the appeal of any aspect of the case (whether after a verdict or on a interlocutory basis), the addition of any claim or party, changing legal counsel or the basis for payment of attorney's fees, any admission of liability with respect to any claim against the Company in the Litigation, or any other proposed decision or determination that in the opinion of outside counsel representing the Company and the Company subsidiaries in the Litigation would represent a material change or development in strategy with respect to the Litigation and result in a substantial likelihood that the recovery or receipt of any amount of Litigation Proceeds (as defined below) (whether pursuant to a court order at trial or upon appeal or pursuant to the terms of any settlement agreement) will be delayed; (each such decision, a "Strategic Decision") provided, however, that a Strategic Decision will not include any action that constitutes (in whole or in part) a Settlement Decision (as defined below). The approval of a majority of the Rights Agents (but not including the Independent Rights Agent) will be required for any decision, among other things, to grant consent to the settlement of any aspect or portion of the Litigation or otherwise to dismiss with prejudice any claim of the Company or a Company subsidiary against any party in the Litigation (a "Settlement Decision"); provided, however, if there is a vacancy with respect to any Rights Agent (other than the Independent Rights Agent), the

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approval of all Rights Agents (other than the Independent Rights Agent) shall be required for any Settlement Decision. The same consent as for a Settlement Decision will be required for Parent, the Company, the Company subsidiaries or a Rights Agent to initiate or expand settlement negotiations. Except as otherwise expressly provided in the CVR Agreement, all decisions of the Rights Agents other than Settlement Decisions shall be taken by majority vote of the Rights Agents, including the Independent Rights Agent. In making any decision or determination with respect to the Litigation, the Rights Agents shall act in good faith with a view to maximizing the present value of any potential future Litigation Proceeds to the Company, the Company subsidiaries and the CVR holders.

        Rights Agents: Approval of CVR Payment Amount.    Any date on which a cash payment is made to CVR holders in respect of the Litigation is a "CVR Payment Date", and the amount of such cash payment is a "CVR Payment Amount". In the event that the Company and the Company subsidiaries or their affiliates receive payments of Litigation Proceeds on more than one date, then the CVR Payment Amount with respect to such Litigation Proceeds shall be paid with respect to each such receipt of Litigation Proceeds. As promptly as practicable but in no event later than 30 days after each receipt by the Company or the Company subsidiaries or any of their affiliates of any Litigation Proceeds (other than Litigation Proceeds received as a result of a Settlement Decision, as discussed below) or after a determination that no Litigation Proceeds will be received, Parent shall deliver to the Rights Agents a certificate (a "Litigation Proceeds Certificate") which shall include, among other things, the amount of any Cash Proceeds and a detailed description of any Non-Cash Proceeds received, the fair market value of any Non-Cash Proceeds received, the methodology used, and calculations made, to determine such fair market value, an itemized list of the Claims Expenses (as described below) incurred to date and the calculation of the CVR Payment Amount through the date of such Litigation Proceeds Certificate.

        Within 30 days of delivery of the Litigation Proceeds Certificate, each Rights Agent (other than the Independent Rights Agent) will give written notice to Parent and each other Rights Agent specifying whether he or she agrees with or objects to the Litigation Proceeds Certificate and the CVR Payment Amount. If all of the Rights Agents (other than the Independent Rights Agent) agree, the CVR Payment Amount will be as set forth in the Litigation Proceeds Certificate. If any of the Rights Agents (other than the Independent Rights Agent) object, such Rights Agent shall promptly deliver to Parent a certificate specifying each objection. If none of the other Rights Agents (other than the Independent Rights Agent) agrees with such Rights Agent's objections, then the CVR Payment Amount will be as set forth in the Litigation Proceeds Certificate. If within ten days of the delivery of such Rights Agent's objections, any other Rights Agent agrees, in whole or in part, with the objections, the Rights Agents shall submit the disputed matters to a mutually agreed upon independent public accounting firm of national standing that shall have expertise in the valuation of assets and properties (the "Firm"). If, however, the Firm determines that such disputed matters were correct in all material respects as reflected in the Litigation Proceeds Certificate, the CVR Payment Amount shall be as set forth therein. If, however, the Firm determines that any of the disputed matters were incorrect in any respect (whether or not material) as reflected in the Litigation Proceeds Certificate, the Firm's resulting calculation of the CVR Payment Amount shall be binding on all parties to the CVR Agreement (the "Resolution").

        If the CVR Payment Amount in the Resolution is greater than that determined by the Parent, the CVR Payment Amount will be increased by the interest on such differential calculated from the date 45 days after delivery of the Litigation Proceeds Certificate at an interest rate equal to the average rate actually earned on the CVR Payment Amount determined by the Parent and invested in specified short-term instruments. All costs and expenses billed by the Firm in connection with the performance of its duties described herein ("Firm Expenses") shall be paid by the Parent; provided, however, that if no Parent Rights Agents object to the Litigation Proceeds Certificate and Parent's determination of the CVR Payment Amount is: (i) greater than or equal to 95% of the CVR Payment Amount determined

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by the Firm, then 100% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent; (ii) greater than or equal to 85% of the CVR Payment Amount determined by the Firm, but less than 95% of the CVR Payment Amount determined by the Firm, then 50% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent; or (iii) less than 85% of the CVR Payment Amount determined by the Firm, then the Parent shall not be reimbursed for any portion of the Firm Expenses.

        Rights Agents: Approval of CVR Payment Amount Regarding Settlement Decision.    In connection with the approval of any Settlement Decision, a majority of the Rights Agents (not including the Independent Rights Agent) shall determine the matters to be set forth in a Litigation Proceeds Certificate, including the fair market value of any Non-Cash Proceeds, to be received in connection with such Settlement Decision. As promptly as practicable (but in no event later than 30 days after the settlement), the Rights Agents will deliver to Parent a Litigation Proceeds Certificate, which will be binding on the Parent and Holders, absent mathematical errors.

        Rights Agents: Termination of Agents upon Settlement.    Once the Rights Agents have made a Settlement Decision and provided the Litigation Proceeds Certificate, each Rights Agent's rights to any reimbursement under the CVR Agreement will terminate and, to the extent that all CVR Payment Amounts have not been paid, the Rights Agents will appoint one of the Company Rights Agents (or any other person as selected by a majority of the Rights Agents other than the Independent Rights Agent) to act as a trustee (the "Trustee") to ensure on behalf of the CVR holders that Parent pays the required CVR Payment Amounts. Any compensation paid to the Trustee shall be on terms acceptable to a majority of the Rights Agents (other than the Independent Rights Agent and any Rights Agent who is named Trustee) and such compensation shall constitute a Claims Expense.

        Rights Agents: Compensation and Expenses.    The Company Rights Agents will be paid at least $5,000 on the first day of each month following the Effective Time until the final CVR Payment Date (or such earlier date that a Trustee is appointed as described in the preceding paragraph) and the Independent Rights Agent shall be paid a fair and reasonable amount of compensation until the final CVR Payment Date (or such earlier date that a Trustee is appointed as described in the preceding paragraph) that is agreed to by a majority of the Rights Agents (other than the Independent Rights Agent). Such payments will constitute Claims Expenses. Generally, all reasonable expenses and disbursements incurred by the Rights Agents in connection with the discharge of their duties will also constitute Claims Expenses.

        Rights Agents: Liability and Indemnification.    The Rights Agents will not be liable for any acts or omissions except to the extent that the Rights Agents have engaged in willful misconduct or bad faith. The Rights Agents will be indemnified and held harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses and reasonable disbursements of any kind or nature whatsoever (including for their own ordinary or gross negligence) that may be imposed on, asserted against or incurred by them under the CVR Agreement. The Rights Agents will not have the right to be indemnified under the CVR Agreement for their own willful misconduct or bad faith.

        Rights Agents: Removal and Appointment.    The Rights Agents may resign at any time by giving written notice thereof to Parent. The Rights Agents or any of them may be removed at any time by a majority of the outstanding CVR holders pursuant to a written instrument. If at any time the Rights Agents shall become incapable of acting, any holder of a CVR may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Rights Agents and the appointment of successor Rights Agents. If a Parent Rights Agent shall resign, be removed or become incapable of acting, Parent shall promptly appoint a qualified successor Parent Rights Agent which may be an officer of Parent. If a Company Rights Agent shall resign, be removed, or become incapable of acting, the remaining Company Rights Agent shall promptly appoint a qualified successor

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who is a CVR holder. If the Independent Rights Agent shall resign, be removed, or become incapable of acting, his or her successor shall be appointed by the unanimous agreement of the remaining Rights Agents. Additional mechanisms are in place in case a successor Rights Agent is not chosen as set forth above.

        Payments on CVRs.    If any CVR Payment Amount is determined to be payable in accordance with a Litigation Proceeds Certificate, the Parent shall establish a CVR Payment Date with respect to such CVR Payment Amount that is within 15 days following the date on which it is determined that a CVR Payment Amount is payable. On such CVR Payment Date, Parent shall promptly cause the CVR Payment Amount to be delivered to each of the CVR holders by check mailed to the address of each holder of a CVR as reflected in the CVR Register.

        Except in limited cases specified in the CVR Agreement, no interest shall accrue on any amounts payable on the CVRs to any CVR holder.

        Parent will be entitled to deduct and withhold, or cause to be deducted or withheld, from the CVR Payment Amount otherwise payable pursuant to the CVR Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the United States tax code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of the CVR Agreement as having been paid to the holder in respect of which such deduction and withholding was made.

        Payment Calculation.    Subject to the required adjustment for the final CVR Payment Date as required by the CVR Agreement, the calculation of the CVR Payment Amount on any CVR Payment Date following the first CVR Payment Date shall be made on a cumulative basis to reflect the receipt of all Litigation Proceeds, the prior payment of any CVR Payment Amounts and the calculation of all Assumed Tax Liabilities (as defined below) with respect to such Litigation Proceeds from the date of the CVR Agreement to the date of determination of each such subsequent CVR Payment Amount (it being understood, however, that in no event shall the holders be obligated or required to refund to Parent or any of its affiliates any portion of any CVR Payment Amount previously paid to the holders).

        CVR Payment Amounts are calculated using the following methodology. First, by calculating the "Preliminary CVR Payment Amount", which equals (x) the CVR Percentage (generally 60%) times the amount of Litigation Proceeds (as defined below) actually received by the Company and the Company subsidiaries or their affiliates, minus (y) the CVR Percentage times the Assumed Tax Liability with respect to all Litigation Proceeds actually received through the date of the Litigation Proceeds Certificate applicable to such CVR Payment Date. However, the Preliminary CVR Payment Amount for the final CVR Payment Date shall be increased by the amount by which the Claims Expenses (as defined below) are less than $10 million.

        Second, by calculating the "Aggregate CVR Payment Amount", which equals the quotient of (A) the Preliminary CVR Payment Amount for such CVR Payment Date divided by (B) the sum of (i)  100 percent plus (ii) the product of (I) the CVR Percentage multiplied by (II) 0.84375% (representing the fee payable to William Blair & Company, L.L.C. on account of amounts being paid to the CVR holders).

        Third, by calculating the "CVR Payment Amount", which equals the quotient of the Aggregate CVR Payment Amount for such CVR Payment Date divided by the total number of CVRs outstanding on such CVR Payment Date.

        "Litigation Proceeds" means the (A) sum of (i) any and all Cash Proceeds plus (ii) the fair market value of any and all Non-Cash Proceeds less (B) any contingency fees paid for services provided by outside counsel in connection with prosecuting the Litigation.

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        "Assumed Tax Liability" means, with respect to any Litigation Proceeds, an amount equal to the product of (i) Assumed Tax Rate (34%) times (ii) the amount of such Litigation Proceeds.

        "Claims Expenses" means the sum of all direct expenses paid after the date of the Merger Agreement by Parent, the Company, the Company's subsidiaries and their affiliates, (i) generally including any amounts paid to or on behalf of the Rights Agents but (ii) excluding (A) contingency fees paid in exchange for services provided by outside counsel in connection with prosecuting the Litigation and (B) any payment of Firm Expenses. Claims Expenses also include (a) certain amounts payable to Parent in the event that the Rights Agents direct employees of Parent, Company, the Company Subsidiaries or their affiliates to perform certain tasks in connection with the Litigation and (b) specified costs incurred by Parent in obtaining credit support for its obligation to fund Claims Expenses, as described below.

        Funding of Claims Expenses.    Pursuant to the CVR Agreement, Parent will provide funds in the amount of $10 million to support the prosecution of the Litigation and the payment of Claims Expenses. Upon the first issuance of CVRs in payment for shares of Company Common Stock pursuant to the Offer, $10 million will be placed in an escrow account, free of any liens or encumbrances of any kind (except as permitted in the CVR Agreement). Parent may withhold up to $5 million from the initial deposit or later withdraw up to $5 million if such funds are replaced with one or more letters of credit issued by a qualifying bank for the benefit of the Rights Agents. Parent may withdraw funds, without limit, if an equivalent amount is deposited in another escrow account with a qualifying bank, free of any liens or encumbrances of any kind (except as permitted in the CVR Agreement). At all times the sum of (i) all escrowed funds plus (ii) the total face amount of all letters of credit issued for the benefit of the Rights Agents shall be at least equal to (iii) $10 million minus (iv) the cumulative amount of Claims Expenses paid as of that time. Nothing in the CVR Agreement obligates Parent or its Affiliates or prevents Parent or its Affiliates from providing in their discretion (upon terms to be agreed at that time), aggregate funds in excess of $10 million to support the prosecution of the Litigation and the Claims Expenses.

        The majority Rights Agents may use any reasonable means (including borrowing funds or issuing obligations that are only payable upon the receipt of Litigation Proceeds or entering into new agreements with Parent, the Company or its affiliates) to obtain funds to pay any Claims Expenses in excess of $10 million. Any amounts required to be paid pursuant to any obligations issued to fund Claim Expenses in excess of $10 million (whether in the form of principal, interest, contingent payments based on Litigation Proceeds, or some other obligation) shall reduce the cumulative amount of Litigation Proceeds received, if any, for purposes of computing any Preliminary CVR Payment Amount.

        Restrictions on Activities of Parent, Purchaser, Company.    Neither Parent, nor Company, nor the Company subsidiaries shall enter into any agreement that would restrict Parent's right to be able to make the payments to the holders under the CVR Agreement or restrict the ability of Company or the Company's subsidiaries to distribute funds to Parent to fund such payments. As security for prompt and complete payment and performance when due of all CVR Payment Amounts and all covenant and obligations to be performed by Parent, the Company, and the Company subsidiaries pursuant to the CVR Agreement (the "Obligations"), Parent, the Company and Purchaser shall as of the first issuance of the CVRs pledge, hypothecate, and assign and grant to the Rights Agents for the ratable benefit of the CVR holders, a continuing security interest in the escrow account established for payment of Claims Expenses, the Litigation and all Litigation Proceeds (whether such Litigation Proceeds arise before or after the commencement of a case under the United States Bankruptcy Code or any other domestic or foreign bankruptcy law by or against Parent, the Company, or the Company subsidiaries).

        Without the prior written consent of a majority of the Rights Agents, Parent shall not, and shall not cause or permit the Company to, assign any interest in the Litigation to any person except (A) at

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any time after a trial verdict in the Litigation disposing of all material claims, the Company and the Company subsidiaries shall be entitled to assign an interest in any Litigation Proceeds to any person (other than another party in the Litigation or such other party's affiliates, employees or directors) if such assignment (i) would not result in any encumbrances or other liens on the portion of such Litigation Proceeds which equals the CVR Payment Amount attributable to such Litigation Proceeds and (ii) is consented to by the Company Rights Agents (which consent shall not be unreasonably withheld); (B) liens upon and security interests in the Litigation and the proceeds thereof granted to Tennenbaum Capital Partners, LLC (or any affiliate, fund or account managed by Tennenbaum Capital Partners, LLC) as collateral security for indebtedness incurred by Parent and its subsidiaries in connection with the contemplated recapitalization of Parent and its subsidiaries following the Merger (including any liens or security interests granted in connection with any refinancing, replacement, restatement, or refunding in whole or in part of such indebtedness); or (C) liens upon and security interests in the Litigation and the proceeds thereof granted for the benefit of lenders or lending syndicates that provide senior working capital facilities to the Parent or its subsidiaries from time to time as collateral security for the indebtedness incurred by Parent and its subsidiaries under such facilities. No such assignment will relieve Parent, the Company or the Company subsidiaries of their obligations under the CVR Agreement.

        The Parent and Company have agreed not to consolidate with or merge into any other person or convey, transfer or lease their respective properties and assets substantially as an entirety to any person, unless, among other things, such person shall expressly assume payment of amounts on all the CVRs and the performance of the CVR Agreement on the part of the Parent or the Company to be performed or observed and the surviving person in any such merger or the lessee or transferee of such assets shall not be, or be affiliated in any manner with, the parties adverse to the Company in the Litigation.

        Liability of Parent, Company, Purchaser.    Parent, the Company and Purchaser are jointly and severally responsible for the performance of all actions, and the payment of all sums, required under the CVR Agreement of either such party.

        Amendments.    Without the consent of any CVR holders, the Parent, when authorized by a board resolution, and the Rights Agents, in the Rights Agents' sole and absolute discretion, at any time and from time to time, may enter into one or more amendments for certain limited purposes including, but not limited to, (i) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Board of Directors of Parent and the Rights Agents shall consider to be for the protection of the holders, (ii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein; provided that in such case, such amendment shall not materially adversely affect the interests of the CVR holders and (iii) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act, provided that such provisions will not materially adversely affect the CVR holders. With the consent of the holders of not less than a majority of the outstanding CVRs, the Parent, and the Rights Agents may enter into one or more amendments to the CVR Agreement for the purpose of adding, eliminating or changing any provisions of the CVR Agreement if such addition, elimination or change is in any way adverse to the interest of the Holders.

        Federal Income Tax Treatment.    Parent (and each of its affiliates) shall for federal income tax purposes treat any CVR Payment Amounts as payments made in connection with the acquisition of Company Common Stock (and not as interest except to the extent that Parent is required to treat such amounts as interest under Code section 483) and neither Parent (nor any of its affiliates) shall file a tax return or take any position inconsistent with such treatment (unless required by a determination that is final after the Parent or its affiliate has defended such matter in good faith).

48

        Confidentiality Agreement.    Parent and the Company are parties to a Confidentiality Agreement dated February 19, 2003. Pursuant to the Confidentiality Agreement, the Company and Parent agreed to keep confidential certain information provided by the Company or its representatives. The Merger Agreement provides that certain information exchanged pursuant to the Merger Agreement will be subject to the Confidentiality Agreement.

13.    Dividends and Distributions.    Pursuant to the Merger Agreement, without the prior written consent of Parent (which shall not be unreasonably withheld), the Company has agreed not to (i) declare, set aside or pay any dividend or distribution, except for the payment of dividends or distributions to the Company or a subsidiary of the Company by another subsidiary of the Company or (ii) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any debt or equity security convertible into or exchangeable for its capital stock other than in connection with the exercise of outstanding options to purchase Shares pursuant to the terms of the Company's stock option plans and the relevant written agreements evidencing the grant of options to purchase Shares, or to use for the Company's 401(k) Plan, its employee stock purchase plan, its defined contribution plan, or its directors' stock plan or Rights Agreement.

14.    Conditions of the Offer.    Notwithstanding any other provision of the Offer or the Merger Agreement, we are not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer if:

(i) prior to the Expiration Date:

(A) the Minimum Tender Condition has not been satisfied;

(B) all requisite waiting periods under the HSR Act have not expired or been terminated; and

(C) all applicable waiting periods under any applicable foreign antitrust and competition laws ("Foreign Antitrust Laws") have not expired or been terminated; or

(ii) if, immediately prior to the acceptance for payment of Shares pursuant to the Offer, any of the following conditions exists:

(A)

there shall have been entered, enforced or issued by any governmental agency of competent jurisdiction any judgment, order, injunction or decree that (i) makes illegal, restrains or prohibits, or imposes any material limitation on, the making of the Offer, the acceptance for payment of, or payment for, any Shares by Parent or Purchaser, or the consummation of the Merger, (ii) prohibits, or imposes any material limitation on, the ownership, control or operation by Parent or any of its subsidiaries of the Company or any of its material subsidiaries or assets; or (iii) renders the CVR Agreement unenforceable in any material respect;



(B)

there shall have been any statute, rule, regulation, legislation or interpretation enacted, enforced, promulgated, amended or issued by any governmental agency or deemed by any governmental agency applicable to (i) Parent, the Company or any subsidiary or affiliate of Parent or the Company or (ii) any transaction contemplated by the Merger Agreement or by the CVR Agreement, other than the HSR Act and any Foreign Antitrust Laws which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in any of clauses (i), (ii) or (iii) of paragraph (ii)(A) immediately above;



(C)

the representations and warranties of the Company contained in the Merger Agreement (excluding, for the purpose of this condition only, any qualifications contained therein

49

with respect to materiality or Company Material Adverse Effect) shall not be true and correct as of such time (as if made at and as of such time), except for such failures to be true and correct that, whether individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect;

(D)

the Company shall have failed to perform in any material respect any material obligation required to be performed by it at or prior to such time under the Merger Agreement;



(E)

no change or development shall have occurred in the business, financial condition or results of operations of the Company or any of its subsidiaries, and no fact or circumstance that occurred or arose after December 31, 2002 shall become known to Parent for the first time after June 29, 2003, that, whether individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect; or



(F)

the Merger Agreement shall have been terminated in accordance with its terms.

        The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent regardless of the circumstances giving rise to such condition or may be waived by Purchaser and Parent in whole or in part at any time and from time to time in their reasonable discretion. The failure by Parent, Purchaser or any other affiliate of Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

        While the lapse or termination of all required waiting periods under the HSR Act and Foreign Antitrust Laws are listed as and remain conditions to the Offer, the parties have concluded that no filing or waiting periods under those laws are applicable to the Offer, the Merger or the other transactions described in this document.

15.    Certain Legal Matters; Regulatory Approvals.

        General.    Based on our examination of publicly available information filed by the Company with the SEC and other publicly available information concerning the Company, we are not aware (i) of any governmental license or regulatory permit that appears to be material to the Company's business that might be adversely affected by our acquisition of Shares pursuant to the Offer or, (ii) except as set forth below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except as described below under "State Takeover Statutes", such approval or other action will be sought.

        Additionally, as noted above, while the lapse or termination of all required waiting periods under the HSR Act and Foreign Antitrust Laws are listed as and remain conditions to the Offer, the parties have concluded that no filing or waiting periods under those laws are applicable to the Offer, the Merger or the other transactions described in this document.

        Delaware Law.    In general, Section 203 of the Delaware Law prevents an "interested stockholder" (generally, a stockholder owning 15% or more of a corporation's outstanding voting stock or an affiliate thereof) from engaging in a "business combination" (defined to include a merger and certain other transactions as described below) with a Delaware corporation for a period of three years following the time on which that stockholder became an interested stockholder, unless, among other exceptions, before that time the corporation's board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested stockholder.

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The Company Board has approved the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger) for purposes of Section 203 of the Delaware Law.

State Takeover Statutes. A number of states have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted those laws. Except as described in this document, we do not know whether any of these laws will, by their terms, apply to the Offer or the Merger, and we have not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or the Merger, we believe that there are reasonable bases for contesting those laws.

        In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

        If any government official or third party seeks to apply any state takeover law to the Offer or the Merger, we will take such action as then appears desirable, which action may include challenging the applicability or validity of that statute in appropriate court proceedings. If it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or completing the Offer or the Merger. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See "The Offer—Section 14".

        Antitrust.    Under the HSR Act, certain acquisitions may not be completed unless certain information has been furnished to the Federal Trade Commission and the Antitrust Division of the Department of Justice and certain waiting period requirements have been satisfied. Purchaser believes, however, that no filings or waiting periods under the HSR Act are applicable to the purchase of the Shares pursuant to the Offer and that such purchase will not violate the antitrust laws.

        While the Company and its subsidiaries own property and conduct business in a number of foreign countries, it appears that the antitrust laws of these foreign countries do not require any filing under, or lapse of a waiting period before, the purchase of the Shares pursuant to the Offer, and that such purchase will not violate those antitrust laws.

16.    Fees and Expenses.    We have retained MacKenzie Partners, Inc. to act as the Information Agent and LaSalle Bank National Association to act as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telex, telegraph and personal

51

interviews and may request brokers, dealers, banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the U.S. federal securities laws.

        We will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, banks, trust companies and other nominees will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

17.    Miscellaneous.    The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of that jurisdiction. However, we may, in our sole discretion, take any action that we deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Shares in such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of Purchaser or Parent not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

        We have filed with the SEC a Tender Offer Statement on Schedule TO, pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer. The Schedule TO may be examined and copies may be obtained from the offices of the SEC in the manner described in "The Offer—Section 8" and "The Offer—Section 9" of this Offer to Purchase.

        All of the information contained in the Schedule TO is incorporated into this document by reference, and all information contained in this document is qualified in its entirety by the information contained in the Schedule TO.

Gingko Acquisition Corp.

July 14, 2003

52

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS

1.    Directors and Executive Officers of Parent and Purchaser.    The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of Parent and Purchaser are set forth below. Unless otherwise indicated below, the business address of each director and officer is 4015 Miranda Avenue, 2nd Floor, Palo Alto, CA 94304. Where no date is shown, the individual has occupied the position indicated for the past five years. None of the directors and officers of Parent and Purchaser listed below has, during the past five years, (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. All directors and officers listed below are citizens of the United States.

Name	Current Principal Occupation or Employment and Five-Year Employment History
Bryan Taylor	Director and President of Parent and Purchaser. Managing Director of Symphony Technology Group. Member of The Valent Group, LLC (January 2000-January 2002). Manager of Bain & Company Inc. (August 1992-January 2000).
William Chisholm	Director and Executive Vice President of Parent and Purchaser. Member of Symphony Technology Group. Partner of The Valent Group, LLC (January 2000-January 2002). Manager of Bain & Company Inc. (August 1996-January 2000).
Steven Chang	Director of Parent and Purchaser. Principal of Tennenbaum Capital Partners, LLC. Principal of Barnard & Co., LLC (November 1997-December 2002). Mr. Chang's business address is 11100 Santa Monica Boulevard, Suite 210, Los Angeles, CA 90025.
Howard Levkowitz	Director of Parent and Purchaser. Managing Partner and Portfolio Manager of Tennenbaum Capital Partners, LLC. Mr. Levkowitz's business address is 11100 Santa Monica Boulevard, Suite 210, Los Angeles, CA 90025.

2.    Persons Who May Be Designated by the Parent to Serve as Directors on the Company's Board of Directors.    Parent may designate any or all of Bryan Taylor, William Chisholm, Steven Chang and Howard Levkowitz to serve on the Company Board after the consummation of the Offer but prior to the Merger. The five-year employment history of each such person is set forth above.

I-1

        Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for Shares and any other required documents should be sent to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

LaSalle Bank National
Association

(Call Toll Free) (800) 246-5761, Option 2

By Mail or Overnight Courier:	Guaranteed Deliveries By Facsimile Transmission:	By Hand in New York:
LaSalle Bank National     Association Shareholder Services, Room 1811 135 South LaSalle Street Chicago, IL 60603	(312) 904-2236 Confirm Facsimile by Telephone: (312) 904-2458	The Bank of New York Ground Level-Corporate Trust Window 101 Barclay Street New York, NY 10286

        If you have questions or need additional copies of this Offer to Purchase and the Letter of Transmittal, you may call the Information Agent at its address and telephone numbers set forth below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
E-mail: proxy@mackenziepartners.com

QuickLinks

TABLE OF CONTENTS
SUMMARY TERM SHEET
SPECIAL CONSIDERATIONS RELATING TO THE CVRs
INTRODUCTION
THE OFFER
DIRECTORS AND EXECUTIVE OFFICERS

EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(and the Associated Preferred Share Purchase Rights)
of
Information Resources, Inc.
Pursuant to the Offer to Purchase
dated July 14, 2003
of
Gingko Acquisition Corp.,
a wholly owned subsidiary of
Gingko Corporation,
a company formed by
Symphony Technology II-A, L.P.
and affiliates of
Tennenbaum & Co., LLC

        THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON AUGUST 8, 2003, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

LASALLE BANK NATIONAL ASSOCIATION

By Mail: LaSalle Bank National Association Shareholder Services, Room 1811 135 South LaSalle Street Chicago, IL 60603	By Overnight Courier: LaSalle Bank National Association Shareholder Services, Room 1811 135 South LaSalle Street Chicago, IL 60603	By Hand: The Bank of New York Ground Level – Corporate Trust Window 101 Barclay Street New York, NY 10286
	By Facsimile: (For Eligible Institutions Only) (312) 904-2236
	Confirm Facsimile Transmission: (By Telephone Only) (312) 904-2458

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        This Letter of Transmittal is to be used if certificates are to be forwarded herewith or, unless an Agent's Message (as defined in the Offer to Purchase) is utilized, if delivery of Shares (as defined below) is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company, the Book-Entry Transfer Facility as defined in this letter, pursuant to the procedures set forth in Section 3 of the Offer to Purchase.

        Holders of outstanding shares of common stock, par value $0.01 per share, of Information Resources, Inc. (and the associated preferred share purchase rights), whose certificates for such Shares are not immediately available or who cannot deliver such certificates and all other required documents to the Depositary on or prior to the expiration of the Offer (as defined below), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share certificate(s))		Shares Tendered (Attach additional list if necessary)
		Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Tendered**
		Total Shares
*	Need not be completed by shareholders tendering by book-entry transfer.
**	Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

o

CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9.

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        Account Number

        Transaction Code Number

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

        Name(s) of Tendering Shareholder(s)

        Date of Execution of Notice of Guaranteed Delivery , 20    

        Name of Institution which Guaranteed Delivery

If delivery is by book-entry transfer:

        Name of Tendering Institution

        Account Number

        Transaction Code Number

2

Ladies and Gentlemen:

        The undersigned hereby tenders to Gingko Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Gingko Corporation, a Delaware corporation, the above-described shares of common stock, par value $0.01 per share, (the "Common Stock") of Information Resources, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, and as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the "Rights Agreement"), pursuant to the Purchaser's offer to purchase all outstanding Shares at $3.30 per Share, net to the seller in cash, without interest thereon, plus one contingent value right ("CVR") per share representing the right to receive payment equal to a portion of any potential proceeds of an existing antitrust lawsuit, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 14, 2003, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). The Offer expires at 12:00 Midnight, New York City time, on August 8, 2003, unless extended as described in the Offer to Purchase (the "Expiration Date").

        Upon the terms and subject to the conditions of the Offer and effective upon acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all the Shares that are being tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof on or after June 29, 2003) and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all such other Shares or securities), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and all such other Shares or securities), or transfer ownership of such Shares (and all such other Shares or securities) on the account books maintained by The Depository Trust Company (the "Book-Entry Transfer Facility"), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and all such other Shares or securities) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all such other Shares or securities), all in accordance with the terms of the Offer.

        The undersigned hereby irrevocably appoints William Chisholm, Bryan Taylor, Steven Chang and Howard Levkowitz the attorneys and proxies of the undersigned, each with full power of substitution, to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or his substitute shall in his sole discretion deem proper, with respect to all of the Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time of any vote or other action (and any and all other Shares or other securities issued or issuable in respect thereof on or after June 29, 2003), at any meeting of shareholders of the Company (whether annual or special and whether or not an adjourned meeting), by written consent or otherwise. This proxy is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by the Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke any other proxy or written consent granted by the undersigned at any time with respect to such Shares (and all such other Shares or securities), and no subsequent proxies will be given or written consents will be executed by the undersigned (and if given or executed, will not be deemed to be effective).

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof on or after June 29, 2003) and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and all such other Shares or securities).

        All authority hereby conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable.

        The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer.

        Unless otherwise indicated under "Special Payment Instructions", please issue the check for the cash portion of the purchase price of any Shares purchased and the applicable number of CVRs being issued to me pursuant to the Offer, and return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the cash portion of the purchase price of any Shares purchased, notice of the applicable number of CVRs being issued to me pursuant to the Offer and any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Payment Instructions" and

3

"Special Delivery Instructions" are completed, please issue the check for the cash portion of the purchase price of any Shares purchased and the applicable number of CVRs and return any Shares not tendered or not purchased in the name(s) of, and mail said check and notice of the applicable number of CVRs being issued to me pursuant to the Offer and any certificates to, the person(s) so indicated. The undersigned recognizes that the Purchaser has no obligation, pursuant to the "Special Payment Instructions", to transfer any Shares from the name of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 6, 7 and 8)

        To be completed ONLY if the check for the cash portion of the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld), the applicable number of CVRs being issued to me pursuant to the Offer or certificates for Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned.

Issue    o check                o certificates to:

Name	(Please Print)
Address
	(Zip Code)
Taxpayer Identification Number

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 6, 7 and 8)

        To be completed ONLY if the check for the cash portion of the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld), notice of the applicable number of CVRs issued or certificates for Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature(s).

Mail    o check                o certificates to:

Name	(Please Print)
Address
	(Zip Code)

4

SIGN HERE

(Please complete Substitute Form W-9 below)

Signature(s) of Stockholder(s)
Dated	, 20
Name(s)
(Please Print)

Capacity (full title)

Address

(Zip Code)

Area Code and Telephone Number

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

Guarantee of Signature(s)

(If required; see Instructions 1 and 5)
(For use by Eligible Institutions only.
Place medallion guarantee in space below)

Name of Firm

Address

(Zip Code)

Authorized Signature

Name (Please Print)

Area Code and Telephone Number

Signature(s) of Stockholder(s)
Dated	, 20

5

SUBSTITUTE		Part I    Taxpayer Identification No. — For All Accounts		Part II	For Payees Exempt
FORM W-9					From Backup With-
Department of the Treasury Internal Revenue Service Payer's Request for Taxpayer Identification No.		Enter your taxpayer identification number in the appropriate box. For most individuals and sole proprietors, this is your social security number. For other entities, it is your employer identification number. If you do not have a number, see "How to Obtain a TIN" in the enclosed Guidelines. Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine what number to enter.	Social Security Number OR Employee Identification Number		holding (see enclosed Guidelines)
Part III Certification — Under penalties of perjury, I certify that:
(1)	The number shown on this form is my correct taxpayer identification number or I am waiting for a number to be issued to me;
(2)	I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3)	I am a U.S. person (including a U.S. resident alien).
Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item (2) does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.

SIGNATURE	DATE	, 20
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING TAX BEING WITHHELD ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

6

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

        1.    Guarantee of Signatures.    Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other "eligible guarantor institution" (as such term is defined in Rule 17 Ad-15 under the Securities Exchange Act of 1934, as amended) (each an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) have not completed the box entitled "Special Payment Instructions" on this Letter of Transmittal or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

        2.    Delivery of Letter of Transmittal and Shares.    This Letter of Transmittal is to be used either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) together with any required signature guarantee or an Agent's Message and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date. Shareholders who cannot deliver their Shares and all other required documents to the Depositary by the Expiration Date must tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Purchaser must be received by the Depositary by the Expiration Date and (iii) the certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) together with any required signature guarantee or an Agent's Message and any other documents required by this Letter of Transmittal, must be received by the Depositary within three Nasdaq National Market trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The method of delivery of Shares and all other required documents, including through the Book-Entry Transfer Facility, is at the option and risk of the tendering shareholder. If certificates for Shares are sent by mail, registered mail with return receipt requested, properly insured, is recommended.

        No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering shareholder waives any right to receive any notice of the acceptance for payment of the Shares.

        3.    Inadequate Space.    If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule and attached hereto.

        4.    Partial Tenders (not applicable to shareholders who tender by book-entry transfer).    If fewer than all the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered". In such case, a new certificate for the remainder of the Shares represented by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions", as the case may be, on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

        5.    Signatures on Letter of Transmittal; Stock Powers and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

        If any of the Shares tendered hereby is held of record by two or more persons, all such persons must sign this Letter of Transmittal.

        If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

7

        If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the cash portion of the purchase price and issuance of the applicable number of CVRs being issued pursuant to the Offer is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of the authority of such person so to act must be submitted.

        6.    Stock Transfer Taxes.    The Purchaser will pay any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price and issuance of the applicable number of CVRs is to be made to, or Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Shares to the Purchaser pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

        7.    Special Payment and Delivery Instructions.    If the check for the cash portion of the purchase price of any Shares purchased and the applicable number of CVRs being issued pursuant to the Offer are to be issued, or any Shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Shareholders tendering Shares by book-entry transfer may request that Shares not purchased be credited to such account at the Book-Entry Transfer Facility as such shareholder may designate under "Special Payment Instructions". If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above.

        8.    Substitute Form W-9.    Under the U.S. federal income tax laws, the Depositary will be required to withhold 28% (or such other rate specified by the Internal Revenue Code of 1986, as amended) of the amount of any payments made to certain shareholders pursuant to the Offer. In order to avoid such backup withholding, each tendering shareholder, and, if applicable, each other payee, must provide the Depositary with such shareholder's or payee's correct taxpayer identification number and certify that such shareholder or payee is not subject to such backup withholding by completing the Substitute Form W-9 set forth above. In general, if a shareholder or payee is an individual, the taxpayer identification number is the social security number of such individual, and if a shareholder payee is an entity, the taxpayer identification number is the entity's employer identification number. If the Depositary is not provided with the correct taxpayer identification number, the shareholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain shareholders or payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such shareholder or payee must submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Depositary. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

        Failure to complete the Substitute Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% (or such other rate specified by the Internal Revenue Code of 1986, as amended) of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. Failure to complete and return the Substitute Form W-9 may result in backup withholding of 28% (or such other rate specified by the Internal Revenue Code of 1986, as amended) of any payments made to you pursuant to the Offer. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.

        9.    Mutilated, Lost, Stolen or Destroyed Certificates.    If the certificate(s) representing Shares to be tendered have been mutilated, lost, stolen or destroyed, shareholders should (i) complete this Letter of Transmittal and check the

8

appropriate box above and (ii) contact the Depositary immediately by calling (800) 246-5761, option 2. The Depositary will provide such holder with all necessary forms and instructions to replace any such mutilated, lost, stolen or destroyed certificates. The shareholder may be required to give Purchaser a bond as indemnity against any claim that may be made against it with respect to the certificate(s) alleged to have been mutilated, lost, stolen or destroyed.

        10.    Requests for Assistance or Additional Copies.    Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent at its address or telephone number set forth below.

The Information Agent for the Offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
E-mail: proxy@mackenziepartners.com

9

EX-99.(A)(1)(C)

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NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
(and the Associated Preferred Share Purchase Rights)
of
Information Resources, Inc.
Pursuant to the Offer to Purchase
dated July 14, 2003
of
Gingko Acquisition Corp.,
a wholly owned subsidiary of
Gingko Corporation,
a company formed by
Symphony Technology II-A, L.P.
and affiliates of
Tennenbaum & Co., LLC

        This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common stock, par value $0.01 per share, of Information Resources, Inc. (and the associated preferred share purchase rights) and any other documents required by the Letter of Transmittal cannot be delivered to the Depositary by the expiration of the Offer. Such form may be delivered by hand, facsimile transmission, telex or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:
LASALLE BANK NATIONAL ASSOCIATION

By Mail:	By Overnight Courier:	By Hand:
LaSalle Bank National Association Shareholder Services, Room 1811 135 South LaSalle Street Chicago, IL 60603	LaSalle Bank National Association Shareholder Services, Room 1811 135 South LaSalle Street Chicago, IL 60603	The Bank of New York Ground Level — Corporate Trust Window 101 Barclay Street New York, NY 10286
	By Facsimile: (For Eligible Institutions Only) (312) 904-2236
	Confirm Facsimile by Telephone: (By Telephone Only) (312) 904-2458

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

o

CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9.

Ladies and Gentlemen:

        The undersigned hereby tenders to Gingko Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Gingko Corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 14, 2003 and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, ________________ shares of common stock, par value $0.01 per share, (the "Common Stock") of Information Resources, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, and as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the "Rights Agreement"), pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Certificate Numbers (if available)

If delivery will be by book-entry transfer:

Name of Tendering Institution

Account Number 

SIGN HERE

Signature(s)

(Name(s)) (Please Print)

(Addresses)

(Zip Code)

(Area Code and Telephone Number)

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other "eligible guarantor institution" (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees (i) that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (ii) that such tender of Shares complies with Rule 14e-4 and (iii) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof) and certificates for the Shares to be tendered or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three Nasdaq National Market trading days of the date hereof.

(Name of Firm)

(Address)

(Zip Code)

(Authorized Signature)

(Name)

(Area Code and Telephone Number)

Dated:                         , 20    .

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GUARANTEE (Not to be used for signature guarantee)

EX-99.(A)(1)(D)

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Offer to Purchase
All Outstanding Shares of Common Stock (and the Associated Preferred Share Purchase Rights)
of
Information Resources, Inc.
at
$3.30 Net Per Share In Cash, Plus One Contingent Value Right
Per Share Representing the Right to an Amount Equal to a Portion of
Any Potential Proceeds of an Antitrust Lawsuit
by
Gingko Acquisition Corp.,
a wholly owned subsidiary of
Gingko Corporation,
a company formed by
Symphony Technology II-A, L.P.
and affiliates of
Tennenbaum & Co., LLC

July 14, 2003                                                 

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        We have been appointed by Gingko Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Gingko Corporation, to act as Information Agent in connection with its offer to purchase all outstanding shares of common stock, par value $0.01 per share, (the "Common Stock") of Information Resources, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, and as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the "Rights Agreement"), at $3.30 per Share, net to the seller in cash, without interest thereon, plus one contingent value right ("CVR") per share representing the right to receive payment equal to a portion of any potential proceeds of an existing antitrust lawsuit, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated July 14, 2003 and the related Letter of Transmittal (which together constitute the "Offer").

        For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.

Offer to Purchase dated July 14, 2003;



2.

Letter of Transmittal, including a Substitute Form W-9, for your use and for the information of your clients;



3.

Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to LaSalle Bank National Association, the Depositary for the Offer, by the Expiration Date;



4.

A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer;



5.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; and



6.

Return envelope addressed to the Depositary.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 8, 2003, UNLESS THE OFFER IS EXTENDED.

        The Purchaser will not pay any fees or commissions to any broker, dealer or other person (other than the Information Agent or the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

        In order to accept the Offer a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents, should be sent to the Depositary by 12:00 Midnight, New York City time, on August 8, 2003.

        Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Depositary or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

MACKENZIE PARTNERS, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF GINGKO ACQUISITION CORP., GINGKO CORPORATION, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2

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Offer to Purchase

EX-99.(A)(1)(E)

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Offer to Purchase
All Outstanding Shares of Common Stock (and the Associated Preferred Share Purchase Rights)
of
Information Resources, Inc.
at
$3.30 Net Per Share In Cash, Plus One Contingent Value Right
Per Share Representing the Right to an Amount Equal to a Portion of
Any Potential Proceeds of an Antitrust Lawsuit
by
Gingko Acquisition Corp.,
a wholly owned subsidiary of
Gingko Corporation,
a company formed by
Symphony Technology II-A, L.P.
and affiliates of
Tennenbaum & Co., LLC

To Our Clients:

        Enclosed for your consideration are the Offer to Purchase dated July 14, 2003 and the related Letter of Transmittal (which together constitute the "Offer") in connection with the offer by Gingko Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Gingko Corporation, a Delaware corporation (the "Parent"), to purchase all outstanding shares of common stock, par value $0.01 per share, (the "Common Stock") of Information Resources, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, and as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the "Rights Agreement"). We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

        We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

        Your attention is directed to the following:

1.

The tender price is $3.30 per Share, net to you in cash, without interest thereon, plus one contingent value right ("CVR") per share representing the right to receive payment equal to a portion of any potential proceeds of an existing antitrust lawsuit.



2.

The Offer and withdrawal rights expire at 12:00 Midnight, New York City time, on August 8, 2003, unless extended (the "Expiration Date").



3.

The Offer is conditioned upon, among other things, there being validly tendered by the Expiration Date and not withdrawn a number of Shares which, together with all other Shares then owned by Parent and Purchaser, represents a majority of the total number of Shares outstanding on a fully diluted basis.



4.

Any stock transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer will be paid by the Purchaser on your behalf, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

        If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form below. An envelope to return your

instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.

        The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

        Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by LaSalle Bank National Association (the "Depositary") of (i) certificates representing the Shares tendered or timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depositary at The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering shareholders at the same time depending upon when certificates for or confirmations of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility are actually received by the Depositary.

2

Instruction Form with Respect to

Offer to Purchase for Cash Plus One Contingent Value Right Per Share

All Outstanding Shares of Common Stock (and the Associated Preferred

Share Purchase Rights)

of

Information Resources, Inc.

by

Gingko Acquisition Corp.,

a wholly owned subsidiary of

Gingko Corporation,

a company formed by

Symphony Technology II-A, L.P.

and affiliates of

Tennenbaum & Co., LLC

        The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated July 14, 2003, and the related Letter of Transmittal, in connection with the offer by Gingko Acquisition Corp. to purchase all outstanding shares of common stock, par value $0.01 per share, (the "Common Stock") of Information Resources, Inc., a Delaware corporation, and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, and as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent.

        This will instruct you to tender the number of Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal.

Number of Shares to be Tendered:		SIGN HERE
	Shares*
		Signature(s)
Dated                                                                                , 20
		Name(s)
		Address(es)
		(Zip Code)

*

Unless otherwise indicated, it will be assumed that all Shares held for the undersigned's account are to be tendered.

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Offer to Purchase

EX-99.(A)(1)(F)

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GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account			Give the SOCIAL SECURITY number of:	For this type of account		Give the EMPLOYER IDENTIFICATION number of:
1.	An individual's account		The individual	6.	A valid trust, estate, or pension trust	Legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title).4
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account1	7.	Corporate account	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor2	8.	Association, club, religious, charitable, educational or other tax-exempt organization account	The organization
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee1	9.	Partnership account	The partnership
	b.	So-called trust account that is not a legal or valid trust under State law	The actual owner1	10.	A broker or registered nominee	The broker or nominee
5.	Sole proprietorship account		The owner3	11.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments	The public entity

1

List first and circle the name of the person whose number you furnish.

2

Circle the minor's name and furnish the minor's social security number.

3

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number (if you have one).

4

List first and circle the name of the legal trust, estate, or pension trust.

Note:    If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

How to Obtain a TIN

If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service ("IRS") and apply for a number.

Payees Exempt from Backup Withholding

Payees exempt from backup withholding on all payments include the following:

•

An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).



•

The United States or any of its agencies or instrumentalities.



•

A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.



•

A foreign government or any of its political subdivisions, agencies, or instrumentalities.



•

An international organization or any of its agencies or instrumentalities.

        Other payees that may be exempt from backup withholding include:

•

A corporation.



•

A foreign central bank of issue.



•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A real estate investment trust.



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A common trust fund operated by a bank under section 584(a).



•

A financial institution.



•

A middleman known in the investment community as a nominee or custodian.



•

A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.



•

Payments of patronage dividends where the amount received is not paid in money.



•

Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade of business and you have not provided your correct taxpayer identification number to the payer.



•

Payments of tax-exempt interest (including exempt-interest dividends under section 852).



•

Payments described in section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under section 1451.



•

Payments made by certain foreign organizations.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM IN PART II, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

        Certain payments, other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045 and 6050A.

Privacy Act Notice.—Section 6109 requires most recipients of dividend, interest or other payments to give their correct taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% (or such other rate specified by the Internal Revenue Code) of taxable interest, dividend and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)    Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)    Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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EX-99.(A)(1)(H)

Exhibit 99(a)(1)(H)

        This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated July 14, 2003 and the related Letter of Transmittal and any amendments or supplements thereto, and is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase

All Outstanding Shares of Common Stock

(and the Associated Preferred Share Purchase Rights)

of

Information Resources, Inc.

at

$3.30 Net Per Share In Cash, Plus One Contingent Value Right Per Share
Representing the Right to an Amount Equal to a Portion of
Any Potential Proceeds of an Antitrust Lawsuit

by

Gingko Acquisition Corp.
a wholly-owned subsidiary of
Gingko Corporation
and
Symphony Technology II-A, L.P.
and
Tennenbaum & Co., LLC

        Gingko Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Gingko Corporation, a Delaware corporation ("Parent"), is offering to purchase all of the outstanding shares of common stock, $0.01 par value per share (the "Common Stock"), of Information Resources, Inc., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights", and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, as amended and restated as of October 27, 1997, as further amended as of June 29, 2003, between the Company and Harris Trust and Savings Bank as Rights Agent (the "Rights Agreement"), at $3.30 per Share, net to the seller in cash, plus one contingent value right ("CVR") per Share representing the right to receive an amount equal to a portion of potential lawsuit proceeds, if any, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 14, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer").

        THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 8, 2003 UNLESS THE OFFER IS EXTENDED.

        The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. Pursuant to an Agreement and Plan of Merger dated as of June 29, 2003 (the "Merger Agreement") by and among the Company, Parent and Purchaser, as soon as practicable after completion of the Offer, Parent currently intends to designate representatives to serve on the Board of Directors of the Company in proportion to Purchaser's ownership of Shares following the Offer and to seek to have the Company consummate a merger with us. Pursuant to that merger, outstanding Shares not owned by Purchaser (other than Appraisal Shares (as defined in the Merger Agreement)) will be converted into

the right to receive an amount of cash and number of CVRs in an amount equal to the price per Share and number of CVRs per Share paid to tendering stockholders pursuant to the Offer. The terms and conditions of the CVRs and the related CVR agreement are described in the Offer to Purchase referred to above.

        The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that, together with the Shares owned by Purchaser and Parent, represent a majority of the total number of Shares outstanding on a fully-diluted basis. The Offer is also subject to the other conditions described in the Offer to Purchase. If any such condition is not satisfied at the Expiration Date (as defined below), either Parent or Purchaser may (i) terminate the Offer and promptly return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth below, retain all of the tendered Shares until the expiration of the Offer as so extended, or (iii) (subject to the Merger Agreement) waive any such condition(s) and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered before 12:00 Midnight, New York City time, on August 8, 2003 (such expiration time and date, or any expiration time and date established pursuant to an authorized extension of the Offer as so extended, the "Expiration Date") and not withdrawn. The Offer is not conditioned upon Parent or Purchaser obtaining financing.

        THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES OF COMPANY COMMON STOCK PURSUANT TO THE OFFER.

        Purchaser reserves the right, pursuant to the Merger Agreement, to extend the period of time during which the Offer is open without the consent of the Company (i) from time to time if, at the Expiration Date, any conditions of the Offer have not been satisfied or waived, until such conditions are satisfied or waived as permitted by the Merger Agreement, or (ii) for any period required by the SEC. Any such extension will be followed as promptly as practicable by public announcement of that fact. After the expiration of the Offer, if all of the conditions to the Offer have been satisfied or waived, but not 100% of the Shares have been tendered, Purchaser may, subject to certain conditions, include a subsequent offering period pursuant to which Purchaser may add a period of between three and 20 business days to permit additional tenders of Shares. Stockholders tendering Shares during the subsequent offering period will not have the right to withdraw any Shares tendered during that subsequent offering period.

        For purposes of the Offer, Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if the Purchaser gives oral or written notice to LaSalle Bank National Association, which is acting as depositary for the Offer (the "Depositary"), of its acceptance for payment of the tenders of those Shares. Payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for those Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase)), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents. UNDER NO CIRCUMSTANCES WILL PURCHASER PAY INTEREST ON THE PURCHASE PRICE FOR SHARES, REGARDLESS OF ANY EXTENSIONS OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

        Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer. Thereafter, those tenders are irrevocable, except that they may be withdrawn after September 11, 2003 unless those Shares have been accepted for payment as provided in the Offer to Purchase. To withdraw tendered Shares, a written, telegraphic, telex or facsimile transmission notice of withdrawal with respect to those Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered those Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined

in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted before the release of those Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

        The information required to be disclosed by paragraph (d)(i) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference.

        The Company has provided us with its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase, the related Letter of Transmittal and other related documents will be mailed to record holders of Shares and will be furnished to brokers, dealers, banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares.

        The sale of Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign tax law.

        The Offer to Purchase, the related Letter of Transmittal and the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (which contains the recommendation of the Company's Board of Directors and the reasons therefor) contain important information. Stockholders should carefully read these documents in their entirety before making a decision with respect to the Offer.

        Requests for copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to the Information Agent as set forth below, and copies will be furnished promptly at Purchaser's expense.

        The Information Agent for the Offer is:

Mackenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
E-mail: proxy@mackenziepartners.com
July 14, 2003

EX-99.(B)(1)

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Exhibit 99(b)(1)

June 29, 2003

Confidential

Symphony Technology Group
4015 Miranda Avenue, 2^nd Floor
Palo Alto, CA 94304

Gingko Corporation
c/o Symphony Technology Group
4015 Miranda Avenue, 2^nd Floor
Palo Alto, CA 94304

Ladies & Gentlemen:

        You have advised Tennenbaum Capital Partners, LLC ("TCP") that Information Resources, Inc. (together with its subsidiaries, the "Company"), Gingko Corporation ("Parent") and Gingko Acquisition Corp., ("Merger Sub") have entered into an Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement") pursuant to which Parent and Merger Sub will acquire, subject to the terms and conditions set forth in the Merger Agreement, all of the outstanding shares of common stock of the Company. In connection therewith, Parent, TCP and Symphony Technology II-A, L.P. ("Symphony II-A") expect that the following will occur:

        (i)    Merger Sub will make a tender offer for the common stock of the Company (the "Tender Offer"),

        (ii)   following the successful consummation of the Tender Offer, Merger Sub will consummate a merger with and into the Company (the "Merger"),

        (iii)  on or after the consummation of the Merger, one or more entities that TCP manages (the "Lenders") and Symphony II-A will recapitalize the Company in the manner contemplated hereby, including, without limitation, refinancing the Company's existing bank credit facility (as so contemplated, the "Recapitalization"), and

        (iv)  after giving effect to the Recapitalization, the Symphony II-A Group (as defined below) will own capital stock representing at least 70% of the outstanding voting power and equity interests in Parent on a fully-diluted basis. As used in this letter agreement, the "Symphony II-A Group" means Symphony II-A and any permitted co-investors with Symphony II-A pursuant to a Permitted Syndication (as defined in Section 6(g) below). If requested in writing by Symphony II-A not less than 10 days prior to the completion of the Tender Offer, a newly formed entity that is wholly-owned by Romesh Wadhwani (the "Symphony II-A Newco") may be added to the Symphony II-A Group (and, for the avoidance of doubt, such addition shall not be deemed to be a syndication of the Symphony II-A Equity, and Symphony II-A Newco shall thereafter be deemed, together with Symphony II-A, to be "Symphony II-A" for all purposes of this letter agreement), provided that prior thereto, Symphony II-A provides such information regarding the Symphony II-A Newco, and negotiates in good faith for such changes hereto, as Lenders may reasonably request. For the avoidance of doubt, it is understood that, as such term is used in this letter agreement, "fully-diluted", as of any date, gives effect to (A) the assumed exercise as of such date of all then outstanding options, warrants, convertible securities and other rights, whether contingent or absolute, to acquire the maximum number of shares of Parent Equity that may be acquired upon the exercise or conversion thereof (assuming the satisfaction of

all contingencies), and (B) without duplication with clause (A), the assumed issuance as of such date of all shares of Parent Equity then reserved for issuance, including but not limited to shares under any employee benefit or stock plans.

You have asked us, and as agent for the Lenders and upon the terms and subject to satisfaction of the conditions set forth or incorporated by reference in this letter agreement (to be determined by Symphony II-A to the extent set forth in Section 5(a)(ii) of this letter agreement and the Lenders in the case of all other conditions), we hereby commit the Lenders, to provide a portion of the funds required to consummate the following transactions:

        (a)   the Tender Offer (the "Tender Offer Financing") by purchasing from Parent up to $65 million of common stock of Parent (the "Parent Equity") in a 65/40 ratio to Symphony II-A's concurrent purchases from Parent of Parent Equity. All Parent Equity issued or redeemed pursuant hereto shall be issued or redeemed at $1.00 per share, except as provided in Section 1(d) below (under "Tenor of Financing") with respect to adjustments to redemption prices.

        (b)   the Merger (the "Merger Financing"), if the Recapitalization does not occur concurrently with the Merger, by purchasing from Parent, in a 65/40 ratio to Symphony II-A's concurrent purchases from Parent of Parent Equity, additional Parent Equity in an amount of up to the difference of (1) $65 million minus (2) the amount purchased by the Lenders pursuant to clause (a) immediately above.

        (c)   the Recapitalization (the "Recapitalization Financing") consisting of:

(1)

the Lenders purchasing for $59,394,737 in cash the following securities: (A) $60 million aggregate principal amount of Senior Secured Notes of Parent and (B) the Warrants referred to below; the Senior Secured Notes referred to in this clause (c)(1) together with the "CVR Notes" issued pursuant to paragraph (d)(3) are collectively referred to herein as the "Notes",



(2)

Parent concurrently redeeming for cash (A) from the Lenders all but $4,605,263 of Lenders' Parent Equity and (B) from the Symphony II-A Group $5 million of the Symphony II-A Equity (as defined in Section 5(a)(iii) below),



(3)

the Lenders' retaining the remaining $4,605,263 (calculated at $1.00 per share) of Parent Equity originally issued to them (the "Parent Recapitalization Equity") and the Symphony II-A Group retaining the remaining $35 million (calculated at $1.00 per share) of Symphony II-A Equity (as defined below) originally issued to them (the "Symphony II-A Recapitalization Equity"); and



(4)

the recapitalization of the CVR-Related Equity, as provided in paragraph (d)(3) and (d)(4) below.

        (d)   the financing (the "CVR-Related Financing") of payment of $5 million of litigation expenses (after the Company's utilization in full of funding by the Parent for the payment of the initial $5 million of litigation expenses incurred by the Company after the consummation of the Tender Offer Financing) in the A.C. Nielsen litigation, as follows:

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(1)

The Lenders shall purchase from Parent, concurrently with consummation of the Tender Offer, an additional $5,383,772 of Parent Equity (such additional Parent Equity, the "CVR-Related Equity").



(2)

$5 million of the purchase price for the CVR-Related Equity shall be paid into an escrow account (the "Escrow Account") to which the Rights Agents under the Contingent Value Rights Agreement (the "CVR Agreement") to be executed in connection with the Merger Agreement (the "Rights Agents") have sole access for purposes of funding the A.C. Nielsen litigation, which shall be subject to escrow instructions reasonably acceptable to the Rights Agents, the Lenders, the Company and Symphony II-A.



(3)

In connection with the Recapitalization, the Lenders purchasing for $4,949,561 in cash the following securities: (A) $5 million aggregate principal amount of Senior Secured Notes of Parent (the "CVR Notes")and (B) the CVR-Related Warrants referred to below;



(4)

In connection with the Recapitalization, Parent concurrently redeeming for cash from the Lenders all but $383,772 of CVR-Related Equity;



(5)

In lieu of purchasing the CVR-Related Equity themselves, the Lenders may elect to cause an assignee of TCP reasonably acceptable to Symphony II-A to purchase the CVR-Related Equity. No such assignment shall release Lenders from their obligations hereunder. Any such assignee shall have all of the rights hereunder, but not the obligations, of a "Lender" holding CVR-Related Equity or Notes (except that such assignee shall be subject to the provisions of Exhibit C hereof).



(6)

at any time either before or after (but in any event in lieu or replacement of) the purchase of the CVR-Related Equity, upon five days prior notice to the Rights Agents and Symphony II-A, the Lenders may elect to satisfy their obligations with respect to the CVR-Related Financing by providing a letter of credit (a "Letter of Credit") issued for the account of the Lenders and for the benefit of the Rights Agents, in form and issued by a financial institution (the "LC Issuer") reasonably acceptable to the Rights Agents. If the Lenders elect to provide a Letter of Credit, the parties shall negotiate in good faith for such amendments to this letter agreement (and any other relevant agreement) as may be appropriate, it being the intent that the economics to Lenders in connection with a Letter of Credit shall remain at least as favorable as those associated with the purchase of the CVR-Related Equity.

        The Tender Offer Financing, the Merger Financing, the Recapitalization Financing and the CVR-Related Financing are sometimes referred to herein collectively as the "Financing"; and the Financing, the Tender Offer, the Merger and the Recapitalization are sometimes referred to herein collectively as the "Transactions". For the avoidance of doubt, the maximum aggregate amount of funding that the Lenders (including any permitted assignees thereof) may be required to provide under any circumstances hereunder is $70,383,772 of gross funding, and the amounts so provided are referred to herein as the "Lender Funding."

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        Parent shall utilize the Financing to consummate the Transactions.

        The parties hereto contemplate that (a) Parent will arrange for a revolving credit facility for the Company of approximately $50 million to be incurred following consummation of the Tender Offer (the "Revolver Financing"); (b) following the Recapitalization, the aggregate debt of Parent and the Company shall be approximately $115 million less any amount available to be borrowed under the Revolver Financing; and (c) the Lender Funding, the Revolver Financing, the Symphony II-A Equity and the CVR-Related Financing are sufficient (i) to effect Parent's purchase of the Company's common stock pursuant to the Tender Offer, (ii) to effect the Merger, (iii) to effect the Recapitalization, (iv) to provide for all amounts required to be funded by Parent under the CVR Agreement, (v) to provide for the ongoing working capital requirements of the Company, and (vi) to pay all fees and reasonable expenses incurred in connection with the Transactions.

        The Financing is subject to the conditions listed herein. Certain terms of the Financing are described below:

1.     Tenor of Financing:

(a)

In connection with the Tender Offer Financing and the Merger Financing, the Lenders shall purchase from Parent an aggregate of $65 million of Parent Equity (excluding any CVR-Related Equity). The Parent Equity to be purchased by the Lenders shall have the same rights, preferences and privileges as the Parent Equity purchased by the Symphony II-A Group. At all times prior to the Recapitalization, (i) the Lenders and Symphony II-A shall each have the right to appoint two of the four directors constituting the Board of Directors of Parent (the "Parent Board"), (ii) the presence of all four directors shall be required to constitute a quorum of the Parent Board, and (iii) the members of each committee of the Parent Board shall be evenly split between directors appointed by the Lenders, on the one hand, and Symphony II-A, on the other. If and when the Recapitalization is consummated, the preceding sentence shall cease to have any force or effect, and each of the Lenders, TCP and Symphony hereby agree that they shall cause their directors to declare advisable, and to cause all voting stock of Parent then held by such person or any of their respective affiliates to approve and adopt an amended and restated certificate of incorporation reasonably acceptable to Symphony II-A and the Lenders. If and when the Recapitalization is consummated, TCP shall procure the resignations of the members of the Parent Board appointed by the Lenders prior to the consummation of the Recapitalization other than those who will continue serving in accordance with Section 6(g) below. Upon the consummation of the Recapitalization, the Lenders shall be entitled to designate an observer who shall have the right to attend all meetings of the Parent Board and any committees thereof (and to receive notice of all meetings of the Parent Board and any committees thereof and copies of all board and committee materials in the same manner as directors of Parent) for so long as the Lenders hold any debt or equity securities of Parent.



(b)

In connection with the Recapitalization Financing (ignoring, for purposes of this paragraph, the recapitalization of the CVR-Related Equity, which is covered in paragraph (c) immediately below): (i) $60 million of Notes, together with the Warrants, will be purchased by the Lenders for $59,394,737, and Parent will concurrently redeem from the Lenders for cash all but $4,605,263 (valued at $1.00 per share) of the Lenders' Parent Equity (excluding any CVR-Related Equity); and (ii) Parent will redeem from the Symphony II-A Group for cash $5 million of the Symphony II-A Equity;



(c)

In addition, in connection with the Recapitalization Financing, the CVR-Related Equity shall be recapitalized as follows: The Lenders shall purchase for $4,949,561 in cash the

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following securities: (i) $5 million aggregate principal amount of the CVR Notes and (ii) the CVR-Related Warrants; and Parent shall concurrently redeem for cash from the Lenders all but $383,772 of the CVR-Related Equity;

(d)

In the event less than 90% of the issued and outstanding shares of common stock of the Company are purchased by Merger Sub pursuant to the Tender Offer (including any "subsequent offering period" that Parent may elect to make as contemplated by the Merger Agreement), the redemption price payable in the Recapitalization per share of the Parent Equity held by the Lenders, the Symphony II-A Equity held by the Symphony II-A Group and any CVR-Related Equity shall be adjusted to provide, for the period beginning upon consummation of the Tender Offer Financing through the date the Merger is consummated, a 12% per annum return, compounded daily, on the aggregate amount advanced by the Lenders in connection with the Tender Offer Financing, in the case of the Parent Equity held by the Lenders, on $5 million, in the case of the Symphony II-A Equity held by the Symphony II-A Group, and on the aggregate amount of the CVR-Related Equity. In the event the Recapitalization does not occur simultaneously with the Merger, the redemption price payable in the Recapitalization per share of the Parent Equity held by the Lenders, the Symphony II-A Equity held by the Symphony II-A Group and any CVR-Related Equity shall also be adjusted to provide, for the period beginning on the date the Merger is consummated through the date the Recapitalization is consummated, an annual return of LIBOR + 7.5%, compounded daily, on the aggregate amount advanced by the Lenders in connection with the Tender Offer Financing and the Merger Financing, in the case of the Parent Equity held by the Lenders, on $5 million in the case of the Symphony II-A Equity held by the Symphony II-A Group, and on the aggregate amount of CVR-Related Equity; it being understood and agreed that any adjustment to the redemption price per share of the Parent Equity held by the Lenders, the Symphony II-A Equity held by the Symphony II-A Group and any CVR-Related Equity shall be payable only if the Recapitalization is consummated.



(e)

The Notes shall have a 60-month term to maturity with no scheduled amortization prior to maturity. The Notes shall pay cash interest of LIBOR +7.5% per annum, payable quarterly in arrears. Interest shall be calculated and payments shall be made on the basis of actual days elapsed in a 360-day year.



(f)

The Parent Recapitalization Equity retained by the Lenders in connection with the Recapitalization Financing shall constitute 10% of the common stock of Parent on a fully-diluted basis immediately after giving effect to the Recapitalization. The CVR-Related Equity retained by the Lenders in connection with the Recapitalization Financing shall constitute .81814% of the common stock of Parent on a fully-diluted basis immediately after giving effect to the Recapitalization.



(g)

In connection with, but only in connection with, the Recapitalization Financing, the Lenders shall receive 7-year detachable warrants (the "Warrants") to purchase an additional 9% of Parent's outstanding equity securities (in the same form acquired by Symphony II-A) on the date of the consummation of the Recapitalization on a fully-diluted basis, after giving effect to the exercise of such Warrants. The exercise price per share of such warrants will be the price per share of common stock paid by Symphony II-A in cash for its common stock of Parent. The Warrants shall contain cashless exercise rights, customary anti-dilution provisions providing for a weighted average adjustment if Parent issues Parent Equity at a price per share less than the greater of (i) the exercise price per share of Parent Equity under the Warrants and (ii) the then current fair market value per share of Parent

5

Equity, and other customary terms. In addition, contemporaneously with the issuance of the CVR-Related Notes, the holder of the CVR-Related Notes, shall receive additional 7-year detachable warrants (the "CVR-Related Warrants") to purchase an additional amount of Parent Equity equal to 0.75% of the Parent Equity then outstanding, on a fully-diluted basis, provided that such holder shall have agreed to be bound, upon exercise of such warrants, by the terms of Exhibit C and the definitive agreement contemplated by Section 6(d). The CVR-Related Warrants shall otherwise be in the same form (and with the same rights, preferences and privileges) as the Warrants. For the avoidance of doubt, the Warrants and the CVR-Related Warrants together represent the right to purchase 9.75% of the outstanding Parent Equity on a fully-diluted basis.

(h)

In connection with, but only in connection with, the Recapitalization Financing (i) TCP shall receive a financing origination fee of $1,625,000, being equal to 2.5% of the initial outstanding principal amount of the Notes upon issuance thereof (the "Origination Fee"), and (ii) Symphony II-A shall receive an advisory fee of $605,263 (the "STG Advisory Fee"). Each of these fees shall be non-refundable and shall be due and payable in cash upon closing of the Recapitalization.



(i)

The Notes shall be redeemable (in whole or in part) at Parent's election before the maturity date at redemption prices determined according to the following schedule:

If Prepaid	Optional Prepayment Price As a % of Principal Amount
During years 1-2	Not Prepayable
During year 3	105%
During year 4	103%
During year 5	101%

(j)

The foregoing notwithstanding, the CVR-Related Notes shall be redeemable (in whole or in part) at Parent's election at any time at par without any premium or penalty within the 24-month period following consummation of the Tender Offer Financing. All redemptions of Notes at the election of Parent shall be in increments of not less than $250,000.



(k)

Seventy percent of the cash proceeds entitled to be retained by the Company pursuant to the terms of the CVR Agreement from any settlement or other resolution of the pending A.C. Nielsen litigation (such net cash proceeds in their entirety, the "Retained Litigation Proceeds") shall be used to redeem Notes, and such redemption shall be accompanied by accrued and unpaid interest to the date of redemption together with a customary make-whole payment with respect to the interest for the balance of the term of the Notes on the principal amount of the Notes so redeemed. Without in any way limiting the provisions of Exhibit A or Exhibit C regarding actions requiring the approval of the Parent Board, subject to the terms of the Revolver Financing, (i) Symphony II-A and the Lenders acknowledge and agree that Parent may cause the remaining 30% of the Retained Litigation Proceeds to be distributed as a dividend to its stockholders, and (ii) from and after the Recapitalization, Parent may cause the Company to effect piecemeal asset sales that are not, individually or in the aggregate, components of either a liquidation or a sale of all or substantially all of the assets of the Company without any required redemption of the Notes.

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2.     Closing:

        Subject to the satisfaction of the conditions precedent set forth in Section 5(a) hereof, the closing of the (a) Tender Offer Financing and the CVR-Related Financing shall occur upon closing of Parent's purchase of the Company's common stock pursuant to the Tender Offer and (b) Merger Financing shall occur shall occur upon closing of the Merger. Subject to the satisfaction of the conditions precedent set forth in Section 5(b) hereof, the parties will use all commercially reasonable efforts to close the Recapitalization Financing as soon as reasonably practicable (and, if possible, to close the Recapitalization Financing contemporaneously with the consummation of the Merger, in which case the Merger Financing shall not occur.

3.     Security and Rank:

        The Notes shall be secured by a second priority lien (junior only to the liens granted to providers of the Revolver Financing, the indebtedness secured thereby not to exceed $50 million) on all assets of the Company (it being understood that the Litigation and the Litigation Proceeds (in each case as defined in the CVR Agreement) shall be treated as collateral in the manner contemplated by the CVR Agreement). Such liens shall extend to, without limitation, all present and future receivables, inventory, intellectual property assets of the Company, equipment, real estate, and issued and outstanding stock of the Company and any subsidiaries of the Company and the proceeds of each of the foregoing. The perfection and priority of such liens will be satisfactory to the Lenders in their reasonable discretion, and the perfection of such liens and priority of such liens on stock and instruments will be confirmed in an opinion letter from the Company's outside counsel.

        The Notes shall rank pari passu with the indebtedness of the Company under the Revolver Financing (except as to the collateral described in the immediately preceding paragraph) and shall be senior to all other indebtedness of the Company.

4.     Break-Up Fee:

        If Symphony II-A is paid a Termination Fee (as defined in the Merger Agreement) or any other break-up fee under the Merger Agreement by the Company, and so long as the Lenders have not breached their obligations hereunder, Symphony II-A shall be obligated to pay a break-up fee to the Lenders in an amount that is equal to the greater of (i) 10% of any Termination Fee or other break-up fee to which Symphony II-A may be entitled under the Merger Agreement (which shall exclude, for the sake of clarity, any amounts paid to Symphony II-A in respect of reimbursement of expenses), or (ii) $350,000. The amount that would be payable to TCP under this Section 4 shall be paid within three business days of receipt of the Termination Fee or break-up fee from the Company by Symphony II-A.

5.     Conditions Precedent:

        The following are the conditions precedent to closing the Financing:

(a)

In the case of each of (unless otherwise indicated) the Tender Offer Financing, the Merger Financing and the CVR-Related Financing:

          (i)  not less than 51% of the issued and outstanding shares of common stock of the Company shall have been validly tendered and accepted pursuant to the Tender Offer and purchased by Parent.

         (ii)  all of the other conditions precedent to Parent's obligations to consummate the Tender Offer or the Merger, as applicable (in each case as set forth in the Merger

7

Agreement), shall have been satisfied or waived by Parent (which, in the case of satisfaction only, shall be determined by Symphony II-A).

        (iii)  Parent shall have received net cash proceeds from the Symphony II-A Group for the issuance to the Symphony II-A Group of Parent Equity (the "Symphony II-A Equity") in an amount equal to $40 million (or such lesser amount as shall be equal to the sum of (x) Symphony II-A Group's pro rata share of the amount necessary to complete the Tender Offer or the Merger as provided above, as applicable, and (y) such amount as shall be needed to fund the initial $5 million due under the CVR Agreement).

(b)

In the case of the Recapitalization Financing:

          (i)  the Tender Offer Financing and the Merger shall have been consummated.

         (ii)  Parent (acting through the Parent Board) and the Lenders shall have entered into definitive note and equity documents (collectively, the "Financing Documents"), which shall:

        (A)  in the case of the Financing Documents relating to the Notes, be substantially consistent with the terms of the Recapitalization Financing described herein and shall contain covenants and events of default to be agreed upon that are customary for senior secured debt; and

        (B)  in the case of the Parent Recapitalization Equity, contain terms and conditions comparable to and consistent with the documentation executed by Symphony II-A in connection with its purchase of the Symphony II-A Equity, provided, however, that such terms and conditions shall not adversely affect any right or increase any obligations of any Lender set forth in Exhibit C or D hereto.

Parent and the Company shall have executed and delivered such documents, instruments (including, without limitation, security agreements, an intercreditor agreement in customary form, and mortgages), lien, tax lien and litigation searches, good standing certificates, opinions of counsel and such other documentation required by and acceptable to Parent, the Lender and their respective counsel.

        (iii)  after giving effect to the incurrence of the Revolver Financing, the consolidated capital structure of Parent shall be substantially consistent with the description thereof attached hereto on Exhibit B.

        (iv)  the Origination Fee and all fees and costs of the Lenders incurred in connection with the Financing, to the extent reimbursable by Symphony II-A pursuant to Section 7, as well as the STG Advisory Fee, shall have been paid.

         (v)  Parent shall have redeemed for cash (A) all Parent Equity owned by the Lenders except for Parent Recapitalization Equity, (B) all Symphony II-A Equity owned by the Symphony II-A Group except for the Symphony II-A Recapitalization Equity, and (C) all but $383,772 of the CVR-Related Equity, in each case in the manner contemplated by this letter agreement.

        (vi)  no event shall have occurred which would reasonably be expected to have a material adverse effect on (i) the rights or remedies of the Lenders, (ii) the ability of Parent or the Company to perform their respective obligations under the Financing Documents or (iii) the business, property, assets, nature of assets, liabilities, condition (financial or otherwise), results of operations or prospects of Parent, the Company or any of their

8

respective subsidiaries before or after giving effect to the Recapitalization (it being understood and agreed that the Financing Documents will include, among other things, a warranty by the Company to the effect that information provided by the Company to the Lenders did not contain any untrue statement of material fact or omit to state any material fact and that financial projections were prepared upon the basis of reasonable assumptions and did not fail to consider any material information known to the Company).

       (vii)  no event, claim or occurrence shall have occurred after the date hereof that individually or in aggregate would reasonably be expected to result in liability (excluding current liabilities incurred in the ordinary course of business and any liability incurred by Parent with the approval of the Board of Directors of Parent) to Parent, the Company or the Lenders (whether as a result of an adverse claim against the Company or the collateral or otherwise) in excess of $10 million (unless, in respect of all claims in excess of $10 million, Symphony II-A shall have satisfied such amount in excess of $10 million in its sole and absolute discretion).

6.     Other Covenants; Representations:

(a)

Any and all business conducted between or among Parent, the Company or one of their respective subsidiaries, on the one hand, and Symphony II-A, any Lender or Symphony II-A's or any Lender's related entities (including subsidiaries, joint ventures, etc.), on the other hand, shall be "arms length" transactions with respect to pricing and material terms approved by a majority of those directors on the Parent Board who are unaffiliated with any of the parties transacting with Parent, the Company or one of their respective subsidiaries, it being understood that, subject to the foregoing, Parent, Symphony II-A and the Lenders presently intend that Parent will use Symphony Services to perform certain services for the Company on an outsourced basis. This covenant shall terminate on the consummation of the Recapitalization, although Parent and Symphony II-A acknowledge that after the consummation of the Recapitalization, the Financing Documents relating to the Notes will contain customary covenants, including covenants containing similar restrictions on related party transactions.



(b)

Any equity securities issued to the management of Parent or the Company shall be issued and exercisable on terms and conditions approved by the Parent Board.



(c)

Symphony II-A represents and warrants that it has the financial capability to consummate the investment in Symphony II-A Equity and to fund the other obligations of Symphony II-A hereunder, as more fully set forth in that certain letter dated June 23, 2003 from Symphony II-A to TCP (the "Symphony-TCP Letter").



(d)

Parent, Symphony II-A and the Lenders hereby agree that Symphony II-A, the Lenders and the holder of any CVR-Related Equity or Parent Equity issued upon exercise of the CVR-Related Warrants ("CVR-Related Warrant Equity") shall have the rights as holders of Parent Equity described on Exhibits C and D. Each of Parent, Symphony II-A and the Lenders further agree that promptly following the execution and delivery of this letter agreement it shall negotiate in good faith with the other parties a definitive agreement or agreements evidencing in greater detail the rights described on Exhibits C and D and providing certain other usual and customary terms and conditions not inconsistent with the rights described on Exhibits C and D; provided, however, that notwithstanding the foregoing agreement to negotiate such definitive agreement, each of Parent, Symphony II-A and the Lenders acknowledges and agrees that the rights described on Exhibits C and D are valid and enforceable immediately upon execution and delivery of this letter agreement

9

and shall remain valid and enforceable until any such definitive agreement shall be executed and delivered by such parties.

(e)

Symphony II-A and Parent shall (i) provide TCP and its counsel with a reasonable opportunity to review and comment upon the Offer Documents, the Schedule 14D-9 and any Company Proxy Statement (in each case as defined in the Merger Agreement) prior to their filing with the SEC or dissemination to the stockholders of the Company, and (ii) give due regard to, and to use all reasonable efforts to cause to be reflected or incorporated in such documents, the comments provided by TCP or its counsel on any such documents.



(f)

Parent shall keep the Lenders apprised in a timely manner of any material developments or communications with the Company or third parties regarding the Transactions. Without limiting any other provisions of this letter agreement, Parent and Symphony II-A shall consult with the Lenders prior to taking any action or making any determination under or in respect of the Merger Agreement or the CVR Agreement.



(g)

The Lenders understand and agree that, at any time prior to the end of the sixth month after consummation of the Merger, without the need to obtain the Lenders' consent, Symphony II-A may syndicate subscriptions for or sell the Symphony II-A Equity on the same terms and conditions (including but not limited to price per share) as the subscription by Symphony II-A for Symphony II-A Equity, to up to three co-investors in the aggregate who are either designated in the Symphony-TCP Letter or approved by the Lenders (such approval to be in Lenders' sole and absolute discretion, unless the proposed co-investors are strategic investors, in which case such approval shall not be unreasonably withheld), provided that Symphony II-A (which shall include, for the sake of clarity, any Symphony II-A Newco) retains at least $25 million (at cost) of the Symphony II-A Equity (any such syndication, sale or transfer, a "Permitted Syndication"). Symphony II-A shall notify TCP and provide TCP with drafts of the relevant syndication documents at least 10 business days prior to the subscription or purchase by any such permitted co-investor of any portion of the Symphony II-A Equity, and shall consult with TCP and its counsel in connection with that transaction and any such documents, it being understood that such documents shall not adversely affect any right or increase any obligation of any Lender without the consent of that Lender. In connection with any Permitted Syndication, each of Parent and Symphony II-A agrees to negotiate in good faith for such appropriate revisions to the rights and obligations of the parties contemplated by Section 6(d) and Exhibits C and D as the Lenders may reasonably request in light of the pro forma ownership of Parent Equity as among its stockholders after giving effect to that Permitted Syndication. Following the consummation of the Recapitalization, if it occurs, the Lenders shall have the right to appoint one member to the Parent Board if either Symphony II-A no longer holds at least 51% of the Parent Equity on a fully-diluted basis or any co-investor in any Permitted Syndication is granted the right to appoint a member to the Parent Board.



(h)

Without in any way limiting the foregoing Section 6(g), if, at any time prior to the end of the sixth month after consummation of the Merger, Symphony II-A desires to sell or transfer Symphony II-A Equity at a price per share other than the price at which Symphony II-A originally subscribed for such Symphony II-A Equity, the Lenders and any holder of CVR-Related Warrant Equity shall be entitled to participate in any such sale or transfer on the same terms and conditions as Symphony II-A pro rata according to the ratio of the Parent Equity held by each before giving effect to any such sale or transfer.

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(i)

Parent and Symphony II-A represent and warrant to the Lenders that the Certificate of Incorporation of Parent will be amended and restated to read as set forth in Exhibit A as soon as practicable after the execution and delivery of this letter agreement.



(j)

Parent and Symphony II-A shall approve such amendments to the Bylaws of Parent as the Lenders may reasonably request.

7.     Costs and Expenses.

        Symphony II-A will be responsible for and bear all of the costs and expenses (including any attorney fees and expenses, any broker's or finder's fees and the expenses of its representatives) incurred by Symphony II-A or Parent at any time in connection with pursuing or consummating the Transactions, it being understood that following the Recapitalization, if it occurs, Parent will (or will cause the Company to) reimburse Symphony II-A for all of Symphony II-A's costs and expenses that are reasonable, documented and out-of-pocket (which, as used herein and for the avoidance of doubt, does not include overhead). In connection with the Transactions, Symphony II-A understands that it will be necessary for the Lenders to make certain financial, legal and collateral investigations and determinations. Symphony II-A agrees to pay upon request, or promptly reimburse the Lenders for, all reasonable, documented and out-of-pocket costs and expenses incurred by or on behalf of the Lenders in connection with the Transactions including, but not limited to, attorney fees and expenses, fees and expenses of advisors and consultants retained by or on behalf of the Lenders to assist in diligence, appraisal fees, due diligence costs, search fees, documentation fees, and filing fees. Symphony II-A further agrees that all costs and expenses of the Lenders reimbursed by Symphony II-A or incurred on its own behalf in connection with the Transactions shall be reimbursable by the Company and Parent solely following the Recapitalization. In the event, however, that the Recapitalization is not consummated and the Lenders have realized any gains on the liquidation of their interests in Parent, the Lenders shall promptly repay to Symphony II-A the lesser of (i) all amounts previously received by the Lenders in connection with Symphony II-A's reimbursement of the costs and expenses of the Lenders (including, but not limited to, the underwriting deposit contemplated below), or (ii) the amount of any such realized gains.

8.     Restrictions on Use:

        Except as may be required to be disclosed in any filing that may be required in connection with any Transaction under the federal securities laws, none of the parties hereto nor any of their respective advisors shall directly or indirectly disclose this letter agreement, any of its terms, its existence, or the existence of negotiations between TCP and Symphony II-A on the terms of a financing, other than to permitted co-investors, the prospective providers of the Revolver Financing, the Company and each of the foregoing parties' respective employees, agents and advisors who are directly involved in the Financing or related transactions and who agree not to disclose the same, or as may be required by law (in which case the relevant party agrees to promptly inform the other thereof). Before any of Parent, Symphony II-A or the Company shall issue any press release regarding the Transactions, Parent and Symphony II-A shall consult with TCP and, except to the extent required by law or regulation, no such press release shall be issued without the prior consent of TCP, which consent will not be unreasonably withheld. This letter agreement shall not be assignable by any party hereto without the prior written consent of the other party hereto, other than in the case of TCP's assignment to the Lenders. This letter agreement may not be relied upon by any person other than Symphony II-A or the Lenders.

9.     Underwriting Deposit:

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TCP acknowledges receipt from Symphony II-A of a non-refundable deposit for out-of-pocket expenses concurrently with the execution of this letter agreement in the amount of $250,000 (which amount shall act as a credit towards Symphony II-A's obligations under Section 7 of this letter agreement, and, as such, Symphony II-A shall have no obligations under that Section until the Lenders' reasonable and documented, out-of-pocket expenses shall have exceeded $250,000); provided that TCP shall remit to Symphony II-A any unused amounts of this underwriting deposit promptly after a request to do so if the Merger Agreement is terminated or never entered into.

10.   Indemnification:

(a)

Symphony II-A agrees to indemnify, defend and hold harmless TCP, the Lenders, each of their respective affiliates, and each person in control of any of the foregoing or any of their affiliates and the respective officers, directors, employees, agents, members, and representatives of TCP, the Lenders and their respective affiliates and control persons (each of the foregoing persons an "indemnified party") in connection with any losses, claims, damages, liabilities, costs or other expenses (collectively, the "Liabilities") to which such indemnified party may become subject, insofar as such Liabilities arise out of claims made against any indemnified party arising out of or in any way relating to or resulting from any of (i) the Transactions, or any part thereof, (ii) this letter agreement, the Financing Documents, the Merger Agreement or any other document related to the Transactions, or (iii) any use or intended use of the proceeds of the Financing, and Symphony II-A agrees, promptly after any demand to reimburse each indemnified party for any legal or other expenses incurred in connection with investigating any claim or defending or participating in any such action or proceeding (whether or not such indemnified party is a party to any action or proceeding out of which such expenses arise), provided that Symphony II-A shall have no obligation to indemnify any indemnified party for any Liability to the extent that the same resulted from (i) the gross negligence or willful misconduct of such indemnified party as determined by a court of competent jurisdiction in a final and non-appealable decision in which case such indemnified party shall repay to Symphony II-A all amounts received by such indemnified party to which such indemnified party was not entitled hereunder, (ii) any breach by TCP or the Lenders of this letter agreement or (iii) claims made by any indemnified party, any investor in or affiliate of such indemnified party, or person to whom such indemnified party owes a fiduciary duty.



(b)

The indemnified parties shall give prompt notice to Symphony II-A of any claim for indemnification hereunder, and Symphony II-A shall have the right to assume the defense of any claim giving rise to indemnification hereunder, including the employment of one counsel (and to the extent necessary one local counsel in each applicable jurisdiction) reasonably satisfactory to the indemnified party and the payment of all fees and expenses incurred in connection with defense thereof; provided that the failure of any indemnified party to give such notice shall not relieve Symphony II-A of its obligations or liabilities pursuant to this letter agreement, except to the extent that such failure shall have materially adversely prejudiced Symphony II-A.



(c)

An indemnified party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless: (i) Symphony II-A has agreed in writing to pay such fees and expenses; or (ii) Symphony II-A shall have failed to assume promptly the defense of such proceeding and to employ counsel reasonably satisfactory to such indemnified party in any such proceeding; or (iii) the named parties

12

to any such proceeding (including any impleaded parties) include both such indemnified party and Symphony II-A, and such indemnified party shall have been advised by counsel that a conflict of interests is likely to exist if the same counsel were to represent such indemnified party and Symphony II-A (in which case, if such indemnified party notifies Symphony II-A in writing that it elects to employ separate counsel at the expense of Symphony II-A, Symphony II-A shall not have the right to assume the defense thereof in respect of the matters having such a conflict and such counsel shall be at the expense of Symphony II-A). Symphony II-A shall not be liable for any settlement of any such proceeding effected without its written consent, which consent shall not be unreasonably withheld. Symphony II-A shall not, without the prior written consent of the indemnified party, effect any settlement of any pending proceeding to which any indemnified party is a party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)

This Section 10 shall terminate upon execution and delivery of the Financing Documents relating to the issuance and sale of the Notes, it being understood that such Financing Documents shall contain customary indemnification provisions in favor of the Lenders.

11.   Miscellaneous:

(a)

Attorneys' Fees. In the event of any arbitration, lawsuit or other proceeding by any party arising under or out of, in connection with or in respect of, this letter agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses incurred in such action, and it shall be the opinion of the determining court as to which or whether any party was actually the prevailing party in any such action. Attorneys' fees incurred in enforcing any judgment in respect of this letter agreement are recoverable as a separate item. The parties intend that the preceding sentence be severable from the other provisions of this letter agreement, survive any judgment and, to the maximum extent permitted by law, not be deemed merged into such judgment.



(b)

Waiver of Jury Trial; Arbitration. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LETTER AGREEMENT, THE TRANSACTIONS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LETTER AGREEMENT. Any controversy or claim between Symphony II-A and the Lenders arising out of or relating to this letter agreement or the Transactions contemplated hereby shall be determined by binding arbitration, except to the extent that any party hereto is entitled to the remedy of specific performance under the terms of this letter agreement or any such party is seeking to enforce an arbitral decision previously rendered. The parties desire that any such arbitration be completed as promptly as possible. Without limiting the foregoing, if any controversy or claim arises, at the written request of Symphony II-A or the Lenders, the parties shall use all reasonable efforts to cause such controversy or claim to be submitted to a mutually satisfactory arbitrator within five business days of the written request therefor and shall request such arbitrator to render an award with respect to the subject controversy or claim within five business days thereafter. Judgment upon the arbitration award may be entered in any court having jurisdiction. Any such arbitration shall be (i) held in the City of New York and (ii) governed by the rules of the American Arbitration Association.

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(c)

Integration. This letter agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection herewith.



(d)

Company not a Third Party Beneficiary. The Company shall not be a third party beneficiary under the terms of this letter agreement.



(e)

Governing Law. This letter agreement shall be governed by the internal laws of the State of New York, without regard to conflict of laws principles, and applicable Federal law. Symphony II-A and Parent hereby consent, in connection with any action by the Lenders seeking specific performance or to enforce an arbitral decision previously rendered, to the jurisdiction of the state and federal courts located in the Borough of Manhattan, New York, New York, and further waive any rights they may have (and agree not) to assert that they are not subject to the jurisdiction of such courts or the doctrine of forum non conveniens, or to object to venue.



(f)

Specific Performance. The parties agree that damages are an insufficient remedy and irreparable harm would result in the event of a breach by any party of the terms of this letter agreement, and therefore, in the event of any such breach, the other party or parties hereto shall be entitled, in addition to any other remedy available at law or in equity, to specific performance of the obligations of such breaching party or parties contemplated hereunder.



(g)

No Personal Liability; Limitations on Liability. Notwithstanding anything that may be expressed or implied in the foregoing provisions of this letter agreement, Parent, Symphony II-A and the Lenders covenant, agree and acknowledge that no person or entity other than Parent, Symphony II-A or the Lenders shall have any obligation hereunder and that no recourse hereunder shall be had against any current or future officer, director, agent, employee, general partner or limited partner of Parent, Symphony II-A, TCP or any of the Lenders or against any current or future director, officer, employee, general or limited partner, member, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, or otherwise. Without limiting the generality of the foregoing, it is expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise incurred by any current or future officer, agent, employee, general partner or limited partner of either Symphony II-A, TCP or any of the Lenders or any current or future director, officer, employee, general or limited partner, member, affiliate or assignee of any of the foregoing, as such for any obligations of either of Symphony II-A, TCP or the Lenders under this letter agreement or for any claim relating to, based on, in respect of or by reason of such obligations or their creation. Notwithstanding anything that may be expressed or implied in the foregoing provisions of this letter agreement, and without limiting the foregoing provisions of this Section 11(g), in no event shall TCP, any Lender, any of their respective affiliates, or any person person in control of any of the foregoing or any of their affiliates and the respective officers, directors, employees, agents, members, and representatives of TCP, the Lenders and their respective affiliates and control persons be liable in respect of this letter agreement or any other document related to the Transactions for any punitive damages, exemplary damages or consequential damages, other than those consequential damages that were reasonably foreseeaable as of the date of this letter agreement (but excluding, in all cases, damages in the form of goodwill, lost future profits and lost customers).

[The remainder of this page has been intentionally left blank.]

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Sincerely,
Tennenbaum Capital Partners, LLC,     as agent for the Lenders
By:	/s/ Michael Tennenbaum
Name:	Michael Tennenbaum
Its:	Managing Member
Please manifest your consent by executing this letter agreement by 4:00 pm (PST) on June 29, 2003.
Acknowledged and Accepted this 29th day of June, 2003.
Symphony Technology II-A, L.P.
By:	/s/ William Chisholm
Name:	William Chisholm
Title:	Partner
Gingko Corporation
By:	/s/ William Chisholm
Name:	William Chisholm
Title:	Executive Vice President

15

EXHIBIT A: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GINGKO CORPORATION

* * * * *

        The undersigned, William Chisholm and Bob Evans, in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, hereby certify that:

        1.     They are the duly elected and acting Executive Vice President and Secretary, respectively, of Gingko Corporation, a Delaware corporation.

        2.     The name of this corporation is Gingko Corporation. Gingko Corporation was originally incorporated under the same name and the original Certificate of Incorporation was filed with the Secretary of State of Delaware on June 13, 2003.

        3.     The Amendment and Restatement of this corporation's Certificate of Incorporation, as set forth in the following resolution, has been approved by this corporation's Board of Directors and stockholders and was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

        NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of this corporation be, and it hereby is, restated and amended to read in its entirety as follows:

        FIRST: The name of the Corporation is Gingko Corporation.

        SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

        THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended ("Delaware Law").

        FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 200,000,000 shares of Common Stock, and the par value of each such share is $0.01, amounting in the aggregate to $2,000,000.

        FIFTH: The Board of Directors of the Corporation (the "Board") shall consist of four directors. The presence of all four directors shall be required to constitute a quorum of the Board.

        SIXTH: The following shall require (and shall not be undertaken without) approval by the Board:

        (A)  any modification or waiver of, or any determination of the Corporation or any subsidiary required or permitted (other than with respect to the satisfaction of the conditions set forth in Section 6.01 thereof or Exhibit A thereto) under, any terms or conditions set forth in the Agreement and Plan of Merger dated as of June 29, 2003 (the "Merger Agreement") among Information Resources, Inc., the Corporation, and Gingko Acquisition Corp. or any other document or instrument entered into in connection therewith, (collectively with the Merger Agreement, the "Merger Documents");

        (B)  any action authorizing the creation or issuance of shares of any class of stock of the Corporation or any subsidiary;

        (C)  any action authorizing any reclassification, repurchase or redemption of any outstanding capital stock of the Corporation or any subsidiary;

        (D)  any action declaring advisable any amendment of the Certificate of Incorporation of the Corporation or any amendment of the Bylaws (or similar governing documents) of the Corporation or any amendment of the Certificate of Incorporation or the Bylaws of any subsidiary, including but not limited to any increase in the authorized capital stock of the Corporation or any subsidiary or any change in the size of the Board;

        (E)  any merger or consolidation of the Corporation;

        (F)  the sale, pledge or licensing of any of the material assets of the Corporation or any subsidiary outside the ordinary course of business;

        (G)  the liquidation or dissolution of the Corporation or any subsidiary;

        (H)  the declaration or payment of a dividend or distribution on, or the redemption of, any shares of capital stock of the Corporation or any subsidiary;

        (I)   incurrence of any indebtedness by the Corporation or any subsidiary (other than under the credit agreement of Information Resources, Inc., as it exists on the date hereof, in an amount not to exceed $5 million);

        (J)   any material amendment to the terms and conditions of any material contract, agreement, arrangement or understanding, other than in the ordinary course of business, to which the Corporation or any subsidiary is a party;

        (K)  the Corporation or any subsidiary entering into any material contract, agreement, arrangement or understanding, other than in the ordinary course of business, not expressly contemplated by the Merger Agreement;

        (L)  any other action that is material to the Corporation or any subsidiary or outside of the ordinary course of business.

        SEVENTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

        EIGHTH: Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

        NINTH: (A) A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware Law.

        (B)(1) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law. The right to indemnification conferred in this ARTICLE NINTH shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law. The right to indemnification conferred in this ARTICLE NINTH shall be a contract right.

        (2)   The Corporation may, by action of the Board, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board shall determine to be appropriate and authorized by Delaware Law.

        (C)  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by

such person in any such capacity or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware Law.

        (D)  The rights and authority conferred in this ARTICLE NINTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

        (E)  Neither the amendment nor repeal of this ARTICLE NINTH, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall eliminate or reduce the effect of this ARTICLE NINTH in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

        TENTH: The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by Delaware Law and, with the sole exception of those rights and powers conferred under the above ARTICLES SIXTH AND NINTH, all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.

* * *

        The undersigned, declare under penalty of perjury under the laws of the State of Delaware that the matters set out in the foregoing Certificate are true of their own knowledge and that the foregoing Certificate has been duly adopted by this Corporation's Board of Directors and stockholders in accordance with the General Corporations Law of the State of Delaware.

        Executed on June 30, 2003.

/s/ William Chisholm William Chisholm,
Executive Vice President

/s/ Jeff Van Zanten Jeff Van Zanten,
Secretary

EXHIBIT B: PRO FORMA CONSOLIDATED CAPITAL STRUCTURE

        The pro forma consolidated capital structure of Parent shall be comprised of the following:

        (1)   A borrowing capacity of $50 million under the Revolver Financing, which would result in at least $30 million in unrestricted cash on the balance sheet of Parent and/or in availability under the Revolver Financing;

        (2)   $60 million aggregate principal amount of the Notes;

        (3)   At least $39.9 million aggregate net proceeds to Parent from the sale of Parent Equity; and

        (4)   $5 million aggregate principal amount of CVR-Related Notes or availability under a Letter of Credit in connection with the CVR-Related Financing.

EXHIBIT C: CERTAIN RIGHTS AS STOCKHOLDERS OF PARENT

        Parent, Symphony II-A and the Lenders hereby agree that, as among themselves, Symphony II-A, the Lenders and any holder of CVR-Related Equity shall have the following rights. The following rights shall be understood and interpreted in accordance with the usual and customary meanings given to such rights in stockholders agreements entered into among private equity firms in the context of transactions similar to the Transactions.

        (A)  Other than in connection with a Permitted Syndication, preemptive rights granted by Parent providing that Symphony II-A, the Lenders and any holder of CVR-Related Equity shall have a right of first offer with respect to future issuances by Parent of Parent Equity or any securities of Parent convertible into or exchangeable for Parent Equity, other than the issuances under or in connection with the Warrants, the Limited Guaranty Warrants, and incentive compensation plans, mergers and acquisitions transactions and issuances to strategic investors, in each case approved by the Parent Board.

        (B)  Other than in connection with a Permitted Syndication, tag-along rights providing that Symphony II-A, the Lenders and any holder of CVR-Related Equity shall have the right to participate in sales of all or any portion of the shares of Parent Equity held by any Parent stockholder on the same terms and conditions, and in the same proportion of shares owned, as the selling stockholder.

        (C)  Other than in connection with a Permitted Syndication, drag-along rights as follows:

          (i)  there shall be no drag-along rights in favor of any party for a period of 30 months following the consummation of the Merger;

         (ii)  After the date that is 30 months following the consummation of the Merger, a Drag-Along Holder (as defined in clause (iii) below) may force the other holders of Parent Equity to participate, on the same terms and conditions as the Drag-Along Holder, in a sale by such Drag-Along Holder of all Parent Equity held by such Drag-Along Holder (any such forced sale, a "Drag-Along Sale"); and

        (iii)  As used herein, a "Drag-Along Holder" means any person, or persons acting collectively, then holding in the aggregate at least 50.1% of the voting power of all equity securities of Parent on a fully-diluted basis; provided, however, that if (A) the Recapitalization has occurred or (B) the Recapitalization has not occurred and the Lenders then own less than 50% of the shares owned by the Lenders immediately after consummation of the Merger (or, if the Merger has not occurred, after consummation of the Tender Offer), then, in the case of either (A) or (B), until the fourth anniversary of the consummation of the Merger, a Drag-Along Holder must be or include Symphony II-A.

        (D)  Other than in connection with a Permitted Syndication, rights of first refusal providing that before any holder of Parent Equity may sell any Parent Equity, such selling holder must first offer such Parent Equity to the other holders of Parent Equity on a pro rata basis and on the same terms and conditions as the proposed sale, and if rights of first refusal are not exercised, the sale must be consummated within 90 days thereafter.

        (E)  Voting rights providing that each of the Symphony II-A Group, on the one hand, and the Lenders and any holder of CVR-Related Equity, on the other hand, shall vote their shares of Parent Equity:

          (i)  in favor of two nominees of the other party to serve as directors on the Parent Board until the Recapitalization is consummated, if ever, at which time this provision shall cease to have any force or effect,

         (ii)  except to the extent set forth in the immediately following clause (iii), after the Recapitalization until the earlier of (a) the second anniversary of the Recapitalization or (b) the initial public offering of Parent in favor of the nominees to the Parent Board who are

designated by Symphony II-A Group (and in favor of their removal if so directed by Symphony II-A Group) (or in favor of any purchaser of Symphony II-A Equity as may be agreed by Symphony II-A and any such purchaser in connection with any Permitted Syndication),

        (iii)  following the consummation of the Recapitalization, if it occurs, the Lenders shall have the right to appoint one member to the Parent Board if either Symphony II-A no longer holds at least 51% of the Parent Equity on a fully-diluted basis or any co-investor in any Permitted Syndication is granted the right to appoint a member to the Parent Board,

        (iv)  following the consummation of the Recapitalization, if it occurs, Symphony II-A shall in all events have the right to appoint a majority of the members of the Parent Board, and

         (v)  following the consummation of the Recapitalization, if it occurs, Lenders shall have observer rights to permit the Lenders to have an observer at (and get notice of, and copies of all materials provided in respect of) each meeting of the Parent Board and all committees thereof after the Recapitalization is consummated, if ever. If and when the Recapitalization is consummated, TCP shall procure the resignations of the members of the Parent Board appointed by the Lenders prior to the consummation of the Recapitalization other than those who will continue serving in accordance with (ii) above.

        (F)  Information rights providing for regular distribution to Symphony II-A, the Lenders and any holder of CVR-Related Equity of financial reports, which at a minimum shall consist of quarterly unaudited financial statements and annual audited financial statements prepared in accordance with GAAP.

        (G)  Board approval rights providing that, at any time after the consummation of the Tender Offer Financing and prior to the consummation of the Recapitalization, the approval of Parent's Board of Directors (including the members designated by the Lenders) shall be required for: (1) any modification or waiver of, or any determination of Parent or any subsidiary required (other than with respect to the satisfaction of the conditions set forth in Section 6.01 thereof or Exhibit A thereto, as further described below) under, any terms or conditions set forth in any documentation giving effect to the Tender Offer or the Merger, including but not limited to (a) the consideration offered to the Company's stockholders in exchange for the common stock of the Company, (b) subject to the last sentence of this clause (G), the conditions to Parent's or any subsidiary's obligation to consummate the Tender Offer or the Merger, or (c) whether to extend the period during which the Tender Offer shall remain open; (2) other than in connection with a Permitted Syndication or the issuances of Parent Equity to each of the Symphony II-A Group and the Lenders pursuant to the Tender Offer Financing and/or the Merger Financing, any action authorizing the creation or issuance of shares of any class of stock of Parent or any subsidiary; (3) any action authorizing any reclassification, repurchase or redemption of any outstanding capital stock of Parent or any subsidiary; (4) any action declaring advisable any amendment of the Certificate of Incorporation of Parent or any amendment of the Bylaws (or similar governing documents) of Parent or any amendment of the Certificate of Incorporation or the Bylaws (or similar governing documents) of any subsidiary, including but not limited to any increase in the authorized capital stock of Parent or any subsidiary or any change in the size of the Board (or similar governing body); (5) any merger or consolidation of Parent or any subsidiary with one or more other entities, other than the merger of Merger Sub into the Company pursuant to the Merger Agreement; (6) the sale, pledge or licensing of any of the material assets of Parent or any subsidiary outside the ordinary course of business; (7) the liquidation or dissolution of Parent or any subsidiary, except in the ordinary course of business; (8) the declaration or payment of a dividend or distribution on, or the redemption of, any shares of capital stock of Parent or any subsidiary; (9) incurrence of any indebtedness in excess of $5 million by Parent or any subsidiary; (10) any material amendment to the terms and conditions of any material contract, agreement, arrangement or understanding other than in the ordinary course of business to which Parent or any subsidiary is a party; (11) Parent or any subsidiary entering into any material contract, agreement,

arrangement or understanding other than in the ordinary course of business not expressly contemplated by the Merger Agreement; (12) any other action that is material to the Transactions or the Lenders' interest therein or (13) any action not otherwise the subject of (1)-(12) above that requires the approval of the Board of Directors (or similar governing body) of Parent or any subsidiary or any committee thereof. Notwithstanding clause (1) in this section (G) above, the Lenders agree to instruct the directors nominated by Lenders and elected to the Board of Directors of Parent to vote in the same manner as the directors nominated by Symphony II-A solely with respect to determining whether the conditions to Parent's obligation to acquire shares of common stock of the Company pursuant to the Tender Offer have been satisfied. For the avoidance of doubt, Lenders shall not be obligated to so instruct such directors regarding any proposal to waive or amend any such conditions.

        (H)  There shall be no restrictions on transfer of the equity securities of Parent held by the Lenders, Symphony II-A or any holder of CVR-Related Equity, other than a prohibition on transfers to A.C. Nielsen and those restrictions imposed by applicable law or in respect of the exercise of tag-along rights, drag-along rights and rights of first offer set forth above.

        (I)   The rights and obligations of Symphony II-A, the Lenders and any holder of CVR-Related Equity set forth in this Exhibit C shall terminate upon the consummation of an initial public offering of Parent Equity pursuant to an effective registration statement under the Securities Act of 1933 which either (i) yields gross proceeds of at least $25 million and involves the offer and sale of at least 20% of the Parent Equity on a fully-diluted basis or (ii) is consummated pursuant to a registration demand made by the Lenders.

EXHIBIT D: CERTAIN REGISTRATION RIGHTS

        Parent, Symphony II-A, the Lenders and any holder of CVR-Related Equity hereby agree that Symphony II-A, the Lenders and any holder of CVR-Related Equity shall have, and Parent hereby grants to Symphony II-A, the Lenders and any holder of CVR-Related Equity, the following rights with respect to the registration by Parent of the Parent Equity held by Symphony II-A, the Lenders and any holder of CVR-Related Equity, respectively. The following rights shall be understood and interpreted in accordance with the usual and customary meanings given to such rights in registration rights agreements entered into in the context of transactions similar to the Transactions.

        (A)  Unlimited piggyback registration rights providing that each of Symphony II-A, the Lenders and any holder of CVR-Related Equity shall be entitled to include at no cost shares of Parent Equity held by such party in registrations by Parent of public offerings of Parent Equity, whether for its own account or for the account of other holders of Parent Equity, regardless of the amount sought to be registered by Symphony II-A, the Lenders or any holder of CVR-Related Equity, as the case may be.

        (B)  (1) Three demand registration rights exercisable by the Lenders if the Recapitalization does not occur and two demand registration rights exercisable by the Lenders if it does, and (2) three demand registration rights exercisable by Symphony II-A, (in each case even if Parent common stock is not then publicly traded), commencing no later than 24 months after the date of the consummation of the Tender Offer Financing at no cost to the demanding party, providing that Parent shall have filed and caused to be declared effective, within 180 days after delivery by the Lenders of a notice of demand, a resale registration statement registering the offer and sale of Parent Equity held by the demanding party; provided, that in connection with the exercise by the demanding party of the second and third demand registration rights, the fair market value of the Parent Equity proposed to be registered shall be not less than $10 million.

        (C)  Holdback provisions whereby Parent will agree to refrain from undertaking a public offering of Parent Equity for 10 days prior to and 180 days (90 days if not Parent's initial public offering) (or such other period as may be required by the relevant managing underwriter) following the filing of a registration statement pursuant to the exercise of the demand registration rights.

        (D)  In connection with any exercise of piggyback registration rights, Parent would have priority and customary underwriter cutback provisions would apply proportionally to each piggybacking party. In connection with any demand registration, the underwriter cutback would not apply to the demanding party but would apply to any party(ies) exercising piggyback rights. Notwithstanding the foregoing, if any non-demanding party (a "Quasi-Demanding Party") who had exercised piggyback rights elects to forfeit a demand registration right granted under this letter agreement, the shares of Parent Equity to be included in the demand registration would be determined according to the following priority:

          (i)  first, the shares originally sought to be included by the demanding party and the shares originally sought to be included by the Quasi-Demanding Party, and if the underwriter cutback would not allow all of those shares to be included, then each of the demanding party and the Quasi-Demanding Party shall be entitled to include shares proportionally according to the ratio of the number of shares of Parent Equity originally sought to be included by each to the number of shares of Parent Equity originally sought to be included by both; and

         (ii)  second, if any additional shares may be included, the party(ies) exercising piggyback rights shall be entitled to include shares proportionally according to the ratio of the number of shares of Parent Equity originally sought to be included by each to the number of shares of Parent Equity originally sought to be included by all parties exercising piggyback rights.

        (E)  Each of Symphony II-A, the Lenders and any holder of CVR-Related Equity shall be entitled to usual and customary indemnification by Parent for liabilities in connection with any untrue statement of a material fact, any omission of a material fact, any misleading statement, any filing under federal or state securities laws and any other action or inaction by Parent in connection with the registration, offer and sale of the registered Parent Equity.

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EXHIBIT A: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GINGKO CORPORATION
EXHIBIT B: PRO FORMA CONSOLIDATED CAPITAL STRUCTURE
EXHIBIT C: CERTAIN RIGHTS AS STOCKHOLDERS OF PARENT
EXHIBIT D: CERTAIN REGISTRATION RIGHTS

EX-99.(B)(2)

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Exhibit 99.(b)(2)

June 29, 2003

Re:

The Agreements specified below.

Gingko Corporation
c/o Symphony II-A Technology Group
4015 Miranda Avenue, 2^nd Floor
Palo, Alto CA 94304

Information Resources, Inc.
150 North Clinton Street
Chicago, Illinois 60661

Ladies and Gentlemen:

In connection with:

(a)

the Agreement and Plan of Merger (the "Merger Agreement") dated as of the date hereof among Information Resources, Inc., a Delaware corporation (the "Company"), and Gingko Corp., a Delaware corporation ("Parent"), and Gingko Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent ("Merger Sub"), and



(b)

the Contingent Value Rights Agreement (the "CVR Agreement" and together with the Merger Agreement, the "Agreements") dated as of the date hereof between the Company and Parent,

each of Symphony Technology II-A, L.P., a Delaware limited partnership ("Symphony II-A" and together with the Company and Parent, collectively, the "parties"), Parent and the Company hereby agrees as follows:

1.    Equity Commitment.

        (a)   Subject in all respects to the satisfaction of the conditions set forth in Exhibit A to the Merger Agreement (in respect of the Offer) and to the conditions set forth in Section 6.01 of the Merger Agreement (in respect of the Merger) (or, in either such case, the waiver to the extent permitted by the Merger Agreement by Parent, but only after having obtained Symphony II-A's prior written consent for any such waiver), Symphony II-A hereby agrees to invest $40,000,000 in the aggregate (such amount,

subject to any adjustments pursuant to Section 2 hereof, the "Commitment Amount") in shares (the "Parent Shares") of the common stock, each with a par value of $0.01 per share, of Parent; provided that, if the Recapitalization (as defined in the letter agreement (the "TCP Commitment Letter") dated as of the date hereof among Tennenbaum Capital Partners, LLC, Parent and Symphony II-A) is consummated after the Closing, (x) each of Parent and Symphony II-A hereby agree that up to $5 million of the Parent Shares shall be redeemed at a redemption price calculated at Symphony II-A's cost, subject to adjustment as described in the TCP Commitment Letter and (y) Parent shall pay the STG Advisory Fee (as defined in the TCP Commitment Letter) to Symphony II-A.

        (b)   Parent shall invest the Commitment Amount in Parent as contemplated by Section 1(a) of this letter agreement in separate tranches as follows:

        (i)    promptly after the Acceptance Date, a portion of the Commitment Amount shall be so invested by Symphony II-A in Parent in an amount that is equal to the product of (x) the Commitment Amount times (y) a fraction, the numerator of which is the number of shares of Company Common Stock that were validly tendered and not withdrawn and that Merger Sub accepted for payment under the Offer by the Acceptance Date, and the denominator of which is the number of shares of Company Common Stock that were issued and outstanding on the Acceptance Date;

        (ii)   amounts from time to time as may be needed to pay for any shares of Company Common Stock that were validly tendered, and Merger Sub has accepted for payment, in any "subsequent offering period" under the Offer promptly after those Shares were accepted for payment by Merger Sub; and

        (iii)  promptly after the Effective Time, any portion of the Commitment Amount that has not yet been invested pursuant to the immediately preceding clauses (i) and (ii) shall be so invested by Symphony II-A in Parent.

        (c)   Parent shall provide to Merger Sub all or any portion of the Commitment Amount that is actually invested by Symphony II-A into Parent to the extent needed by Merger Sub to satisfy its obligations under the Merger Agreement.

2.    Equity Backstop.

        (a)   Subject to Sections 2(b) and 2(c) of this letter agreement in all respects, if Parent and/or Merger Sub shall have any liability to the Company under the Merger Agreement that cannot be satisfied out of the assets of Parent and/or Merger Sub, Symphony II-A shall make equity contributions to Parent (which shall, to the extent needed, be contributed by Parent to Merger Sub) from time to time in an aggregate amount equal to those liabilities, subject to a maximum aggregate amount of the Commitment Amount (those obligations of Symphony II-A, subject to that cap and any reduction described in the next two sentences, the "Backstop Obligation"). Any contribution by Symphony II-A to Parent pursuant to this Section 2(a) shall reduce the Commitment Amount of Symphony II-A under this letter agreement on a dollar-for-dollar basis, and any amount invested in Parent by Symphony II-A in respect of the

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Commitment Amount shall reduce the Backstop Obligation of Symphony II-A under this letter agreement on a dollar-for-dollar basis. The Backstop Obligation may be satisfied by a contribution to Parent by Symphony II-A, any of its Affiliates or any third party (and, if so contributed by a third party, the amount of that contribution shall reduce Symphony II-A's obligations in respect of the Commitment Amount and the Backstop Obligation on a dollar-for-dollar basis). Any contribution contemplated by this Section 2(a) shall be made promptly after the earlier to occur of: (i) the execution and delivery of any settlement agreement to which the Company and Parent are parties relating to and finally resolving any liability by Parent and/or Merger Sub to the Company under the Merger Agreement, provided that there shall have been executed and delivered by the Company a stipulation of dismissal with prejudice in a form prepared by (and acceptable to) Symphony II-A or (ii) the entry by a court of competent jurisdiction of a final judgment no longer subject to appeal or other avenue of review determining that a liability by Parent and/or Merger Sub to the Company exists under the Merger Agreement. Symphony II-A further acknowledges and agrees that, subject to the remainder of this letter agreement, the Backstop Obligation is absolute and unconditional.

        (b)   (i) In any claim asserted by the Company against Parent, Merger Sub and/or Symphony II-A, any of their respective Affiliates or any of the foregoing's directors, officers, agents, employees, general or limited partners, members or other investors, including, but not limited to, any claim that arises out of or relates in any way to the Agreements or this letter agreement or the transactions contemplated by any of them or the breach or claimed breach hereof or thereof, the Company shall be entitled to only a single recovery, and that recovery shall be from Symphony II-A as specified in Section 2(a) of this letter agreement; (ii) such recovery shall be Parent's and the Company's sole and exclusive remedy with respect to any such claim (without duplication), and all other damages or remedies, at law or in equity (including provisional remedies) are waived; (iii) it is the intent of the Company that the limitations imposed hereby on remedies and the measure of damages shall apply, regardless of the theory or theories upon which recovery hereunder is sought; and (iv) this paragraph shall survive any expiration or termination of the Merger Agreement, the CVR Agreement or this letter agreement.

        (c)   Section 2(a) of this letter agreement (and the parties' respective rights and obligations under Section 2(a)) shall terminate, and shall no longer have any force or effect, on and after the earlier to occur of (i) the date that Symphony II-A shall have invested the Commitment Amount in Parent and (ii) the Effective Time.

3.    No Third Party Liability; Limitations on Liability.

        (a)   Notwithstanding anything that may be deemed to the contrary in this letter agreement or otherwise (whether express or implied), Symphony II-A is the only Person who shall have any obligation under this letter agreement, and no recourse shall be had in respect of the Commitment Amount, the Backstop Obligation or any other obligation hereunder, and no personal liability shall be imposed in respect of the Commitment Amount, the Backstop Obligation or any other obligation hereunder, on any other Person (including, but not limited to any Affiliates of Symphony II-A or any current or future officer, director, agent, employee, general or limited partner, member or

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other investor of Symphony II-A or of those Affiliates), whether by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of any statute, regulation, common law or other applicable law, or otherwise.

        (b)   Notwithstanding anything else in this letter agreement or the Agreements that may be deemed to the contrary, in no event shall (i) Symphony II-A (and/or, without limiting Section 3(a) above in any respect, any of its Affiliates or any of their respective directors, officers, employees, investors or partners) be liable to any party to any of the Agreements or any other Person in any action relating to or arising out of the subject matter of this letter agreement and/or either or both of the Agreements for any amount in excess of $40,000,000 or (ii) ANY PARTY TO THIS LETTER AGREEMENT BE LIABLE IN RESPECT OF THIS LETTER AGREEMENT FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL DAMAGES, OTHER THAN THOSE CONSEQUENTIAL DAMAGES THAT WERE REASONABLY FORESEEABLE AS OF THE DATE OF THIS LETTER AGREEMENT (BUT EXCLUDING, IN ALL CASES, DAMAGES IN THE FORM OF GOODWILL, LOST FUTURE PROFITS AND LOST CUSTOMERS.).

4.    Miscellaneous.

        (a)   This letter agreement (i) may be executed in two or more counterparts (and may be delivered by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and (ii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns

        (b)   Nothing express or implied is intended to or shall confer upon any other Person any other right, benefit or remedy of any nature whatsoever relating to, under or by reason of this letter agreement

        (c)   This letter agreement and all claims arising hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. Any claim arising under this letter agreement shall be brought exclusively in the state or federal courts sitting in Delaware, and such courts are agreed to be a convenient forum for those claims. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

        (d)   This letter agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings of the parties with respect thereto.

        (e)   Any capitalized term that is used, but not defined, in this letter shall have the meaning assigned to that term in the Merger Agreement.

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        If the foregoing accurately reflects the agreement of the parties to this letter agreement, please execute and deliver this letter agreement in the space indicate below.

			Very truly yours,
			SYMPHONY TECHNOLOGY II-A, L.P.
			By:	Symphony Technology II GP, LLC, as its General Partner
			By:	/s/ William Chisholm
				Name:	William Chisholm
				Title:	Partner
Accepted and agreed as of the date of this letter agreement:
GINGKO CORP.
By:	/s/ William Chisholm
	Name:	William Chisholm
	Title:	Executive Vice President
INFORMATION RESOURCES, INC.
By:	/s/ Joseph P. Durrett
	Name:	Joseph P. Durrett
	Title:	Chief Executive Officer

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Exhibit 99.(b)(2)

EX-99.(D)(1)

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Exhibit 99(d)(1)

AGREEMENT AND PLAN OF MERGER

dated as of

June 29, 2003

by and

among

INFORMATION RESOURCES, INC.,

GINGKO CORPORATION

and

GINGKO ACQUISITION CORP.

TABLE OF CONTENTS

		Page
ARTICLE I THE OFFER
Section 1.01.	The Offer	2
Section 1.02.	Company Actions	3
Section 1.03.	Directors of the Company	4
Section 1.04.	Top-Up Option	5
ARTICLE II THE MERGER
Section 2.01.	The Merger	7
Section 2.02.	Closing	7
Section 2.03.	Effective Time	7
Section 2.04.	Effects of the Merger	8
Section 2.05.	Certificate of Incorporation and By-Laws	8
Section 2.06.	Directors	8
Section 2.07.	Officers	8
Section 2.08.	Effect on Capital Stock	8
Section 2.09.	Exchange of Certificates	9
Section 2.10.	Options	11
Section 2.11.	Restricted Stock	11
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Section 3.01.	Organization and Qualification	12
Section 3.02.	Authority; Non-Contravention; Approvals	12
Section 3.03.	Interim Operations of Merger Sub	13
Section 3.04.	Capital Resources	13
Section 3.05.	Offer Documents; Proxy Statement	14
Section 3.06.	Interest in the Company	14
Section 3.07.	Brokers and Finders	14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 4.01.	Organization and Qualification	15
Section 4.02.	Capitalization	15
Section 4.03.	Subsidiaries	17
Section 4.04.	Authority; Non-Contravention; Approvals	18
Section 4.05.	Reports and Financial Statements	20
Section 4.06.	Absence of Undisclosed Liabilities	20
Section 4.07.	Absence of Certain Changes or Events	20

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Section 4.08.	Litigation	21
Section 4.09.	Offer Documents; Proxy Statement	21
Section 4.10.	No Violation of Law	22
Section 4.11.	Material Contracts; Compliance With Agreements	22
Section 4.12.	Taxes	23
Section 4.13.	Employee Benefit Plans; ERISA	24
Section 4.14.	Labor Controversies	26
Section 4.15.	Environmental Matters	27
Section 4.16.	Intellectual Property	28
Section 4.17.	Opinion of Financial Advisor	29
Section 4.18.	Brokers and Finders	29
Section 4.19.	Insurance	29
Section 4.20.	Takeover Statutes	29
Section 4.21.	Receivables and Customers	29
ARTICLE V COVENANTS
Section 5.01.	Conduct of Business Pending the Merger	30
Section 5.02.	Restrictions on Parent and the Company	32
Section 5.03.	No Solicitation	33
Section 5.04.	Access to Information; Confidentiality	34
Section 5.05.	Merger Sub	35
Section 5.06.	Employee Benefits	35
Section 5.07.	Proxy Statement	37
Section 5.08.	Company Meeting	37
Section 5.09.	Public Announcements	38
Section 5.10.	Expenses and Fees	38
Section 5.11.	Agreement to Cooperate	38
Section 5.12.	Directors' and Officers' Indemnification	39
Section 5.13.	Section 16 Matters	40
Section 5.14.	Further Assurances	40
Section 5.15.	Notices of Certain Events	41
ARTICLE VI CONDITIONS TO THE MERGER
Section 6.01.	Conditions to the Obligations to Consummate the Merger	42
ARTICLE VII TERMINATION
Section 7.01.	Termination	42

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ARTICLE VIII MISCELLANEOUS
Section 8.01.	Effect of Termination	44
Section 8.02.	Non-Survival of Representations and Warranties	45
Section 8.03.	Notices	46
Section 8.04.	Interpretation	47
Section 8.05.	Miscellaneous	47
Section 8.06.	Counterparts	48
Section 8.07.	Amendments; Extensions	48
Section 8.08.	Entire Agreement	48
Section 8.09.	Severability	49
Section 8.10.	Specific Performance; Limitation on Damages	49
Section 8.11.	No Admission	49
Section 8.12.	Jurisdiction	49
Section 8.13.	WAIVER OF JURY TRIAL	49

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AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

RECITALS

        WHEREAS, the respective boards of directors of each of Parent, Merger Sub and the Company have determined that it is in the best interests of their respective stockholders for Merger Sub to acquire the Company on the terms and subject to the conditions set forth in this Agreement;

        WHEREAS, in furtherance thereof, Parent and Merger Sub shall make a tender offer (as it may be amended from time to time as permitted under this Agreement, and together with the tender offer made during any "subsequent offering period" (as provided by Rule 14d-11 under the Securities Exchange Act of 1934, as amended, together with the rules and regulations thereunder (collectively, the "Exchange Act")), the "Offer") to purchase all of the outstanding shares of common stock, par value $0.01, of the Company, together with the associated Company Rights (as defined herein) (the "Company Common Stock"), at a purchase price per share of the Company Common Stock of one CVR (as defined below) and $3.30 per share (the CVR and such price per share or any greater amount paid per share of Company Common Stock pursuant to the Offer is herein referred to as the "Offer Price"), net to each seller in cash, without interest, on the terms and subject to the conditions set forth in this Agreement;

        WHEREAS, the respective boards of directors of each of Parent, Merger Sub and the Company have approved and declared advisable the Offer, this Agreement and the merger of Merger Sub with and into the Company (the "Merger") following the consummation of the Offer, on the terms and subject to the conditions set forth in this Agreement, whereby each issued share of the Company Common Stock not owned by Parent, Merger Sub or the Company, other than the Appraisal Shares (as defined herein), shall be converted pursuant to the Merger into the right to receive the Merger Consideration (as defined herein);

        WHEREAS, the Company, Parent and Merger Sub propose to enter into a Contingent Value Rights Agreement (as the same may be amended from time to time and together with any schedules, exhibits and annexes attached thereto, the "CVR Agreement") with the Rights Agents (as defined therein) prior to the Acceptance Date (as defined herein) pursuant to which, Parent will issue the CVRs (as defined herein) as part of the Offer Price pursuant to the Offer or as a part of the Merger Consideration pursuant to the Merger; and

        WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements pursuant to this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

THE OFFER

        Section 1.01.    The Offer.    (a) Subject to the conditions of this Agreement and provided that this Agreement shall not have been terminated in accordance with its terms pursuant to Article VII hereof and none of the events set forth in paragraphs (a) through (f) of Exhibit A hereto shall have occurred or be existing, as promptly as reasonably practicable but in no event later than ten business days after the date of the public announcement of this Agreement, Parent and Merger Sub shall commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of Parent and Merger Sub to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (the initial "Expiration Date," and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, shall also be defined herein as an "Expiration Date"). Parent and Merger Sub expressly reserve the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price to be paid pursuant to the Offer, (iii) change or waive the Minimum Tender Condition (as defined in Exhibit A), add to the conditions set forth in Exhibit Aor modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) except as provided below in this Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may (but shall not be obligated to), without the consent of the Company and in its sole and absolute discretion, (A) from time to time extend the Offer if, at the scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer; or (C) extend the Offer for a "subsequent offering period" (as provided by Rule 14d-11 under the Exchange Act) for a period of three to twenty business days in order to acquire at least 90% of the outstanding shares of the Company Common Stock. On the terms and subject to the conditions to the Offer that are set forth in this Agreement, promptly after the Expiration Date, either Parent or Merger Sub shall accept for payment and purchase, as promptly as practicable after the date on which Parent or Merger Sub (as the case may be) first accepts shares for payment pursuant to the Offer (the "Acceptance Date"), all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Parent and Merger Sub are permitted to accept and pay for under applicable law.

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        (b)   On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC, and cause to be disseminated to the Company's stockholders, as and to the extent required by applicable federal securities laws, a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have originally been or shall become false or misleading in any material respect (whether by virtue of a material misstatement, material omission or otherwise), and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and the Offer Documents as so amended or supplemented to be disseminated to the Company's stockholders, in each case as and to the extent required by or deemed advisable under applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel in writing any written comments (and orally, any oral comments), Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall consult with the Company and its counsel prior to responding to any such comments.

        (c)   Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer.

        Section 1.02.    Company Actions.    (a) The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's board of directors described in Section 4.04(d).

        (b)   Subject to Section 5.03, on the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended or supplemented from time to time, and together with the information required to be provided by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, the "Schedule 14D-9") containing the recommendations referred to in Section 4.04(d) and shall mail the Schedule 14D-9 to the holders of Company Common Stock. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have originally been or shall have become false or misleading in any material respect, (whether by virtue of a material misstatement, material omission or otherwise), and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by or deemed advisable under applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company shall provide Parent

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and its counsel in writing with any written comments (and orally, any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall consult with Parent and its counsel prior to responding to such comments and shall give due regard to any comments made by such parties.

        (c)   In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Merger Sub promptly with mailing labels containing the names and addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company all copies of such information then in their possession.

        Section 1.03.    Directors of the Company.    (a) Upon the Acceptance Date, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of shares of Company Common Stock purchased and paid for by Parent or Merger Sub pursuant to the Offer, plus any shares beneficially owned by Parent or its affiliates on the date of such purchase and payment, bears to the total number of shares of Company Common Stock then outstanding. On the expiration of any subsequent offering period (as provided by Rule 14d-11 under the Exchange Act), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this and the immediately preceding sentence) by the percentage that the number of shares of Company Common Stock purchased and paid for by Parent or Merger Sub pursuant to the Offer (including, but not limited to, the number of shares purchased in any subsequent offering period), plus any shares beneficially owned by Parent or its Affiliates on the date of such purchase and payment in the subsequent offering period, bears to the total number of shares of Company Common Stock then outstanding. In furtherance of the rights and obligations set forth in the immediately foregoing two sentences, the Company shall, upon request of Parent, promptly increase the size of its Board of Directors, or it shall secure the resignations of such number of directors, or both, as is necessary to enable Parent's designees to be so elected to the Company's Board and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, shall cause Parent's designees to be so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, if shares

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of Company Common Stock are purchased pursuant to the Offer, there shall be until the Effective Time at least two members of the Company's Board of Directors who are directors on the date hereof and are not employees of the Company.

        (b)   The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.03(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1.

        (c)   Following the election of Parent's designees to the Company's Board of Directors pursuant to this Section 1.03, prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub under this Agreement, or (iii) any waiver of any of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Parent nor are employees of the Company (the "Independent Director Approval").

        Section 1.04.    Top-Up Option.    (a) Subject to the terms and conditions herein, the Company hereby grants to Parent an irrevocable option (the "Top-Up Option") to purchase up to that number of shares of Company Common Stock (the "Top-Up Option Shares") equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock collectively owned by Parent, Merger Sub and any of their respective Affiliates immediately following consummation of the Offer, shall constitute at least 90 percent of the shares of Company Common Stock then outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares and the exercise of all Company Options (as defined herein) and any other rights to acquire Company Common Stock on the date of the Top-Up Exercise Event (as defined below)) at a purchase price per Top-Up Option Share equal to the Offer Price.

        (b)   Parent may, at its election, exercise the Top-Up Option, in whole, but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the occurrence of a Top-Up Termination Event (as defined below).

        A "Top-Up Exercise Event" shall occur upon Parent's or Merger Sub's acceptance for payment pursuant to the Offer (which shall include, for sake of clarity, any subsequent offering period that Parent or Merger Sub may elect to extend pursuant to the terms and conditions of this Agreement) of shares of Company Common Stock constituting, together with Company Common Stock owned directly or indirectly by any other Affiliates of Parent, less than 90 percent of the shares of the Company Common Stock then outstanding on a fully diluted basis (assuming the exercise of all Company Options (as defined herein) and any other rights to acquire Company Common Stock on the date of the Top-Up Exercise Event), but only if (i) the issuance of the Top-Up Option Shares pursuant thereto would not require the approval of the stockholders of the Company under applicable law or regulation (including, but not limited to,

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NASDAQ rules and regulations, including Section 4350(i)1(D) of the NASD Manual) or (ii) NASDAQ has granted a waiver from any such rule or regulation that is reasonably acceptable to the parties hereto, and there is no other applicable law, rule or regulation that would require the approval of the Company's stockholders for the issuance of the Top-Up Shares. Upon and after the request of Parent, the Company will use its reasonable best efforts (but without the payment of any money) to obtain such a waiver from NASDAQ as promptly as possible after any such request.

        The "Top-Up Termination Date" shall occur upon the earliest to occur of (i) the Effective Time, (ii) the termination of this Agreement, (iii) the date that is ten business days after the occurrence of a Top-Up Exercise Event, unless the Top-Up Option has been previously exercised in accordance with the terms and conditions hereof and (iv) the date that is ten business days after the Top-Up Notice Date unless the Top-Up Closing shall have previously occurred.

        (c)   If Parent wishes to exercise the Top-Up Option, Parent shall send to the Company a written notice (a "Top-Up Exercise Notice", and the date of receipt of which notice is referred to herein as the "Top-Up Notice Date") specifying the place for the closing of the purchase and sale of shares of Company Common Stock pursuant to the Top-Up Option (the "Top-Up Closing") and a date not earlier than one business day nor later than ten business days after the Top-Up Notice Date for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent confirming the number of Top-Up Option Shares and the aggregate purchase price therefor.

        (d)   At the Top-Up Closing, subject to the terms and conditions of this Agreement, (i) the Company shall deliver to Parent a certificate or certificates evidencing the applicable number of Top-Up Option Shares; provided that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the condition that no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise and (ii) Parent shall purchase each Top-Up Option Share from the Company at the Offer Price. Payment by Parent of the purchase price for the Top-Up Option Shares may be made, at Parent's option, by delivery of (i) immediately available funds by wire transfer to an account designated by the Company or (ii) a demand note issued by Parent in customary form that is reasonably acceptable to the parties and in a principal face amount equal to the aggregate amount of the cash portion of the purchase price for the Top-Up Option Shares, together with, in case of both clauses (i) and (ii) above, that number of CVRs equal to the number of Top-Up Option Shares to be issued pursuant to the exercise of the Top Up Option. Any demand note issued pursuant to the preceding sentence shall be accompanied by a credit support arrangement reasonably acceptable to the parties hereto.

        (e)   Upon the delivery by Parent to the Company of the Top-Up Exercise Notice, and the tender of the consideration described in Section 1.04(d), Parent shall be deemed to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing those Top-Up Option Shares shall not then be actually delivered to

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Parent or the Company shall have failed or refused to designate the bank account described in Section 1.04(d).

        (f)    Parent shall pay all expenses, and any and all federal, state and local taxes and other charges, that may be payable in connection with the preparation, issuance and delivery of stock certificates under this Section 1.04.

        (g)   Certificates evidencing Top-Up Option Shares delivered hereunder may include legends legally required including a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

ARTICLE II

THE MERGER

        Section 2.01.    The Merger.    After the Expiration Date, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time (as defined in Section 2.03). At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Merger Sub in accordance with the DGCL.

        Section 2.02.    Closing.    Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., New York time, on the second business day after the satisfaction or (to the extent permitted by applicable law and this Agreement) waiver of the conditions set forth in Article VII (other than those conditions to be satisfied or waived at the Closing), at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, or at such other time, date or place agreed to in writing by Parent and the Company. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date".

        Section 2.03.    Effective Time.    Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on or after the Closing Date, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be duly prepared, executed, acknowledged and delivered by Merger Sub and the Company in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such subsequent time or date (not later than 90 days after the date of filing) as Parent and the Company shall agree and specify in the Certificate of Merger. The time at which the Merger becomes effective is referred to in this Agreement as the "Effective Time".

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        Section 2.04.    Effects of the Merger.    The Merger shall have the effects set forth in Section 259 of the DGCL.

        Section 2.05.    Certificate of Incorporation and By-Laws.    (a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or by applicable law; provided, however, that the Certificate of Incorporation of the Surviving Corporation shall provide that the Surviving Corporation shall be named "Information Resources, Inc." and shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a).

        (b)   The By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law; provided that the By-Laws of the Surviving Corporation shall contain indemnification provisions consistent with the obligations set forth in Section 5.12(a).

        Section 2.06.    Directors.    The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

        Section 2.07.    Officers.    The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are appointed and qualified, as the case may be.

        Section 2.08.    Effect on Capital Stock.    At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of the Company, Parent or Merger Sub:

        (a)    Capital Stock of Sub.    Each issued and outstanding share of common stock of Merger Sub, par value $0.01 per share, that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

        (b)    Cancellation of Treasury Stock and Stock Owned by Parent.    Each share of Company Common Stock that is owned by the Company (as treasury stock), Parent, Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor.

        (c)    Conversion of Company Common Stock.    Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.08(b)) and the Appraisal Shares (as defined in Section 2.08(d)) shall be converted into the right to receive from the Surviving Corporation (i) in cash, without interest, $3.30 per share (the "Cash Consideration") and (ii) one contingent value right (a "CVR") which shall represent the contingent right to receive an amount

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of cash equal to the CVR Payment Amount (as defined in the CVR Agreement). The Cash Consideration and the CVR to be received in respect of each such share of Company Common Stock pursuant to this Section 2.08(c) are together defined herein as the "Merger Consideration". At the Effective Time all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration (without any interest being payable thereon).

        (d)    Appraisal Rights.    Notwithstanding anything in this Agreement to the contrary, shares (the "Appraisal Shares") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL ("Section 262"), if Section 262 provides for appraisal rights for such shares, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.08(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares under Section 262 shall cease, and each such Appraisal Share shall be deemed to have been converted into, and shall have become, in each case at the Effective Time, the right to receive the Merger Consideration only (without any interest being payable thereon) as provided in Section 2.08(c). The Company shall serve prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock, and Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

        Section 2.09.    Exchange of Certificates.    (a) Paying Agent. Prior to the Effective Time, Parent shall designate, or shall cause to be designated, a bank or trust company reasonably acceptable to the Company to act as agent for the payment of the Merger Consideration upon surrender of Certificates (the "Paying Agent"), and, from time to time after the Effective Time, Parent shall provide, or cause the Surviving Corporation to provide, to the Paying Agent funds in amounts and at the times necessary for the payment of the Cash Consideration pursuant to Section 2.08(c) promptly after the surrender of Certificates, it being understood that any and all interest or income earned on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to, and shall be deemed to be the property of, Parent.

        (b)   Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of

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transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of the Cash Consideration and the number of CVRs into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper Merger Consideration may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the Cash Consideration or the CVR(s) payable upon surrender of any Certificate.

        (c)   No Further Ownership Rights in Company Common Stock. All Merger Consideration paid or issued upon the surrender of a Certificate in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate. Upon and after the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or any other reason, they shall be cancelled and exchanged as provided in this Article II.

        (d)   No Liability. None of Parent, Merger Sub, the Company or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. All funds held by the Paying Agent for payment to the holders of unsurrendered Certificates and unclaimed at the end of one year after the Effective Time shall be returned to the Surviving Corporation, after which time any holder of unsurrendered Certificates shall look as a general creditor only to Parent for payment and issuance of the Merger Consideration (without any interest being payable thereon) to which such holder may be due, subject to applicable law. Any amounts remaining unclaimed by holders of shares of Company Common Stock seven years after the Effective Time (or such earlier date immediately before that time when the amounts would otherwise escheat to or become property of any governmental authority) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any person previously (or subsequently claiming to be) entitled thereto. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.09(a) to pay for Appraisal Shares shall be returned to Parent, upon demand.

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        (e)   Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall pay and issue the Merger Consideration in respect of each share of Company Common Stock represented by such lost, stolen or destroyed Certificate.

        (f)    Withholding Rights. Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the CVR Agreement to any holder of shares of Company Common Stock (or of CVRs, a Company Option (as defined in Section 2.10) or Restricted Shares (as defined in Section 2.11)) such amounts as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of any such payment under the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock (or of CVRs, a Company Option or Restricted Shares) in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

        Section 2.10.    Options.    At the Effective Time, all outstanding and unexercised options to purchase shares of Company Common Stock granted under any of the Company Option Plans (each, a "Company Option"), whether or not exercisable or vested, shall be cancelled, and each holder of a Company Option shall be entitled to receive, in full satisfaction of such Company Option, (i) cash in an amount equal to the product of (A) the excess, if any, of the Cash Consideration over the exercise price per share thereof and (B) the number of shares of Company Common Stock subject to such Company Option and (ii) if cash is paid pursuant to clause (i) hereof, one CVR per share of Company Common Stock subject to such Company Option.

        Section 2.11.    Restricted Stock.    At the Effective Time, any restricted shares of Company Common Stock held by current or former employees and awarded pursuant to the Company's Nonqualified Defined Contribution Plan or any individual employment agreement (collectively, the "Restricted Shares") which are outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration in accordance with Section 2.08(c) hereof.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

        Parent and Merger Sub jointly and severally represent and warrant to the Company that:

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        Section 3.01.    Organization and Qualification.    Each of Parent and Merger Sub is a corporation duly organized and validly existing under the laws of the state of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted or as contemplated herein. Merger Sub is a wholly-owned Subsidiary of Parent.

        Section 3.02.    Authority; Non-Contravention; Approvals.    (a) Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and the CVR Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement and the CVR Agreement have been unanimously approved by the Board of Directors of each of Parent and Merger Sub, and by Parent as sole stockholder in Merger Sub, and no other corporate proceedings on the part of either Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the CVR Agreement or the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby. Each of this Agreement and the CVR Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof and thereof by the Company, constitutes a valid and legally binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

        (b)   The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby and thereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective certificates of incorporation or by-laws or similar organizational documents of Parent, Merger Sub or any Subsidiary of Parent, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Parent, Merger Sub or any Subsidiary of Parent or any of their respective properties or assets, subject in the case of consummation, to obtaining the Parent Required Statutory Approvals (as defined in Section 3.02(c)) prior to the Acceptance Date, or (iii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, guarantee, lease or other agreement, contract, commitment, obligation, undertaking, permit, concession, franchise or license or other binding instrument, whether oral or written (each, including all amendments thereto, a "Contract") to which Parent, Merger Sub or any Subsidiary of Parent is a party or by which Parent, Merger Sub or any Subsidiary of Parent or any of their respective properties or assets may be bound or affected, other than, in the case of (ii) and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of liens, security interests or encumbrances that are not reasonably likely to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated hereby and thereby. For purposes of this Agreement the term "Subsidiary" means, with respect to any

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Person (as defined in Section 3.06), any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by that Person.

        (c)   Except for (i) any filings by Parent and Merger Sub that may be required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) any filings by Parent and Merger Sub required by, and approvals under, foreign antitrust and competition laws ("Foreign Antitrust Laws"), (iii) the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended and together with the rules and regulations promulgated thereunder (collectively, the "Securities Act"), if any, (iv) the filing and recordation of appropriate merger documents as required by the DGCL, (v) any filings with or approvals from authorities required solely by virtue of the jurisdictions in which the Company or its Subsidiaries conduct any business or own any assets and (vi) any required filings with or approvals from applicable domestic or foreign environmental authorities (the filings and approvals referred to in clauses (i) through (vi) collectively referred to as the "Parent Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement or the CVR Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, whether individually and in the aggregate, would not prevent or materially impair or delay the ability of Parent or Merger Sub to perform its obligations under this Agreement or the CVR Agreement (including, but not limited to the consummation of the Offer, the Merger and the other transactions contemplated hereby and thereby) or subject Parent or any of its Subsidiaries or any of its or their officers, directors or employees to any criminal liability.

        Section 3.03.    Interim Operations of Merger Sub.    Parent and Merger Sub were formed solely for the purpose of engaging in the transactions contemplated hereby and by the CVR Agreement, and neither such entity has engaged in any business or incurred any liabilities other than in connection with the transactions contemplated by this Agreement and the CVR Agreement.

        Section 3.04.    Capital Resources.    On or prior to the expiration of the Offer Parent and Merger Sub will have sufficient cash resources to pay for all shares of Company Common Stock validly tendered into and not withdrawn from the Offer and all associated costs and expenses. On or prior to the consummation of the Merger, Parent and Merger Sub will have sufficient cash resources to pay the Merger Consideration for all remaining shares of Company Common Stock and all associated costs and expenses. Parent has received and provided accurate and complete copies to the Company of commitment letters (collectively, the "Commitment Letters") from each of entities managed by Tennenbaum Capital Partners, LLC (collectively, "Tennenbaum") any Symphony Technology II-A, L.P. ("Symphony") dated as of the date of this Agreement pursuant to which Tennenbaum and Symphony have, severally and not jointly, committed, pursuant to the terms and subject to the conditions stated in the Commitment Letter of such Person, to provide the respective equity and debt capital amounts described in the Commitment Letter of such Person to Parent to be used by Parent to pay the cash portion of the Merger Consideration and the Offer Price. The Commitment Letters and other assets and rights

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of Parent are sufficient to provide the funds that are necessary to consummate the Offer, the Merger and the transactions contemplated hereby, and have been duly accepted by Parent and are in full force and effect. All fees required to be paid by Parent or Merger Sub on or prior to the date hereof in respect of the Commitment Letters have been paid by Parent or Merger Sub.

        Section 3.05.    Offer Documents; Proxy Statement.    Neither the Offer Documents nor any information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 will, at the time that the Offer Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in any proxy or information statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider and vote on the Merger (the "Company Meeting") (such proxy or information statement, as amended or supplemented, the "Proxy Statement"), on the date that the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Company Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company which is contained in any of the Offer Documents, the Proxy Statement or any amendment or supplement thereto. The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, if applicable.

        Section 3.06.    Interest in the Company.    Immediately prior to the execution and delivery of this Agreement, neither Parent nor any of its Subsidiaries beneficially owned any shares of Company Common Stock. As of the date hereof, neither Parent nor any of its Affiliates is an "Interested Stockholder" as such term is defined in Section 203 of the DGCL, or an "Acquiring Person" as such term is defined in the Company Rights Agreement. For purposes of this Agreement, the term "Affiliate" means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, the first such Person. As used in the preceding sentence, (A) "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise and (B) "Person" means any natural person, corporation, partnership, limited liability company, joint venture, trust, association, unincorporated entity of any kind or governmental authority.

        Section 3.07.    Brokers and Finders.    Neither Parent nor Merger Sub has entered into any contract, arrangement or understanding with any person or firm which may result in the obligation of Parent or Merger Sub to pay any investment banking fees, finder's fees, brokerage or agent commissions or other like payments in connection with the transactions contemplated hereby, for which, or with respect to which, the Company is or might be liable.

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        Section 3.08.    Settlement Negotiations.    None of Parent nor any of its Affiliates (including Merger Sub) have had any settlement negotiations or other discussions with the parties to the Litigation (as defined in the CVR Agreement) other than the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to Parent and Merger Sub that, except as set forth in the disclosure schedule dated as of the date hereof and attached to this Agreement (which disclosure schedule shall make a specific reference to the particular Section of this Agreement to which exception is being taken or to which the relevant disclosure relates, as applicable) (the "Company Disclosure Schedule"):

        Section 4.01.    Organization and Qualification.    The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted or as contemplated hereby or by the CVR Agreement. The Company is qualified to transact business and, where applicable, is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. True, accurate and complete copies of the Company's Amended and Restated Certificate of Incorporation and Bylaws, in each case as in effect on the date hereof, including all amendments thereto, have heretofore been filed with the SEC or delivered to Parent.

        For purposes of this Agreement, the term "Company Material Adverse Effect" shall mean any effect or change that is materially adverse to (i) the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations hereunder or under the CVR Agreement or to consummate the transactions contemplated hereby or thereby, except, in each case, for any such effect or change resulting from or arising out of (x) any loss of customers or revenue resulting from the fact that Parent will become the owner of the Company upon consummation of the transactions contemplated by this Agreement, (y) the condition of the United States economy or financial markets generally or (z) a condition generally affecting participants in the industry in which the Company competes, unless in the case of clauses (y) and (z) such condition has a disproportionate effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, in which case such condition shall be taken into account in determining whether or not there has been, or there would reasonably be expected to be a Company Material Adverse Effect.

        Section 4.02.    Capitalization.    (a) The authorized capital stock of the Company consists of 60,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.01 (the "Company Preferred Shares"). As of May 31, 2003, (i) 29,861,295 shares of Company Common Stock, including in each case the associated Company Rights (as defined in Section 4.02(b)), no stock appreciation rights (the "SAR's") and no Company

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Preferred Shares, were issued and outstanding, all of which shares of Company Common Stock were validly issued and are fully paid, nonassessable and free of preemptive rights, (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) 9,767,185 shares of Company Common Stock were reserved for issuance upon exercise of Company Options issued and outstanding, (iv) 1,082,750 Restricted Shares were outstanding and (v) 257,043 shares of Company Common Stock that were reserved for issuance under the Directors' Plan (as defined below). Since May 31, 2003 except after the date hereof as permitted by this Agreement, (i) no shares of Company Common Stock or Company Preferred Shares have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options outstanding on May 31, 2003 and except for shares of Company Common Stock required to be issued in connection with the Company's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the Company's 2000 Employee Stock Purchase Plan (the "ESPP"), the Company's Nonqualified Defined Contribution Plan (the "DCP") and the Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no options, warrants, securities convertible into, or exchangeable for, or commitments with respect to the issuance of, shares of capital stock of the Company have been issued, granted or made, except the Company Rights in accordance with the terms of the Company Rights Agreement that are issued in connection with the Company Common Stock pursuant to the exercise of Company Options outstanding on May 31, 2003.

        (b)   As of the date hereof, except for (i) the Preferred Share Purchase Rights (the "Company Rights") issued pursuant to the Rights Agreement, as amended and restated (the "Company Rights Agreement"), dated as of March 2, 1989, by and between the Company and Harris Trust and Savings Bank (the "Company Rights Agent"), (ii) the 8,897,422 Company Options that were issued and outstanding on May 31, 2003, (iii) rights that were outstanding on May 31, 2003 under the 401(k) Plan, the ESPP, and the Directors' Plan and (iv) the 1,082,750 Restricted Shares, there were no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Common Stock or Company Preferred Shares (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company) or obligating the Company or any Subsidiary of the Company to grant, extend, perform or enter into any such agreement or commitment. As of the date hereof, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of Company Common Stock, any Company Preferred Shares or the capital stock or other equity interests of the Company or any of its Subsidiaries (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company), except in connection with the issuance of shares of Company Common Stock and the associated Company Rights upon the exercise of Company Options issued and outstanding on May 31, 2003 or (ii) other than as set forth in Section 4.02(b) of the Company Disclosure Schedule, provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to or security for the obligations of, any Subsidiary of the Company or any other Person. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries. There are no bonds, debentures, notes or other indebtedness of the

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Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as otherwise expressly contemplated by this Agreement, there are no voting trusts, irrevocable proxies or other agreements or understandings to which the Company or any Subsidiary of the Company is a party or is bound with respect to the voting of any shares of Company Common Stock. The Board of Directors of the Company has taken all action (subject only to execution of such amendment by the Company Rights Agent which the Company has obtained or will obtain as soon as practicable after the date hereof) to amend the Company Rights Agreement to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its Affiliates (including, but not limited to, Merger Sub) shall become an "Acquiring Person" and no "Stock Acquisition Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith, (ii) no "Distribution Date" shall occur as a result of the announcement, execution, delivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith.

        (c)   The Company has filed with the SEC or previously made available to Parent complete and correct copies of the Amended and Restated 1992 Stock Option Plan, the Amended and Restated 1992 Executive Stock Option Plan, the 1984 Non-Qualified Stock Option Plan and the Amended and Restated 1994 Employee Nonqualified Stock Option Plan (the "Company Option Plans") and the Directors' Plan, including all amendments thereto. Section 4.02(c) of the Company Disclosure Schedule contains a correct and complete list as of May 31, 2003 of each outstanding Company Option and Restricted Share, including the holder, date of grant, expiration date, exercise price, vesting schedule and aggregate number of Company Common Shares subject thereto (vested and unvested) and setting forth the weighted average exercise price for all outstanding Company Options.

        (d)   Since December 31, 2002, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, (ii) any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or (iii) any amendment of any material term of any outstanding security of the Company or any of its Subsidiaries.

        Section 4.03.    Subsidiaries.    Each Subsidiary of the Company is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted and each Subsidiary of the Company is qualified to transact business, and is in good standing, in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary; except in all cases as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) All of the outstanding shares of capital stock of each Subsidiary of the Company are validly issued, fully paid, nonassessable and free of preemptive rights, liens and any other limitation or restriction, (ii) all such shares are owned directly or indirectly by the Company, and (iii) there are no outstanding

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(A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of or other voting securities or ownership interests in any such Subsidiary or (B) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any such Subsidiary to issue, any capital stock of or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other voting securities or ownership interests in, any such Subsidiary (the outstanding shares of the capital stock of each Subsidiary of the Company, together with the items in clauses (A) and (B) being referred to collectively as the "Company Subsidiary Securities"). There are no subscriptions, options, warrants, voting trusts, proxies or other commitments, understandings, restrictions or arrangements relating to the issuance, sale, voting or transfer of any Company Subsidiary Securities, and there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. The Company has no material investment in any entity, other than its Subsidiaries, and no other entity in which the Company has an investment is material to the Company or any of its business segments. Since December 31, 2002, there has not been any making of any loan, advance or capital contributions by the Company or any of its Subsidiaries to or any other investment in any Person, other than loans, advances or capital contributions to or investments in its wholly owned Subsidiaries made in the ordinary course of business consistent with past practices.

        Section 4.04.    Authority; Non-Contravention; Approvals.    (a) The Company has full corporate power and authority to enter into this Agreement and the CVR Agreement and, subject to the approval of the stockholders of the Company if required by the DGCL (the "Company Stockholder Approval"), to consummate the transactions contemplated hereby and thereby. This Agreement and the CVR Agreement have been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the CVR Agreement or, except for the Company Stockholder Approval (if required by the DGCL), the consummation by the Company of the transactions contemplated hereby and thereby. Each of this Agreement and the CVR Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Sub, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

        (b)   The execution, delivery and performance of this Agreement and the CVR Agreement by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries, or the loss of any asset, right or benefit of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the respective certificates of incorporation or bylaws or similar organizational documents of the Company or any of its Subsidiaries, (ii) any statute, law,

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ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, subject in the case of consummation, to obtaining (prior to the Acceptance Date) the Company Required Statutory Approvals and prior to the Effective Time, the Company Stockholder Approval, or (iii) any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, other than, in the case of (ii) and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests or encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated hereby and thereby.

        (c)   Except for (i) any filings by the Company that may be required by the HSR Act, (ii) any filings by the Company required by, and approvals under, Foreign Antitrust Laws, (iii) the applicable requirements of the Exchange Act and the Securities Act, if any, (iv) the filing and recordation of appropriate merger documents as required by the DGCL, (v) any filings with or approvals from authorities required solely by virtue of the jurisdictions in which Parent or its Subsidiaries conduct any business or own any assets and (vi) any required filings with or approvals from applicable domestic or foreign environmental authorities (the filings and approvals referred to in clauses (i) through (vi) are collectively referred to herein as the "Company Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement or the CVR Agreement by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, (x) individually and in the aggregate, would not prevent or materially impede or delay the ability of the Company to perform its obligations under this Agreement or the CVR Agreement or prevent or materially impede or delay the consummation of the Offer, the Merger and the other transactions contemplated hereby or thereby, (y) would not reasonably be expected to have a Company Material Adverse Effect or (z) subject the Company or any of its Subsidiaries or any its or their officers, directors or employees to any criminal liability.

        (d)   The Board of Directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions that are still in full force and effect as of the date hereof and, subject to Section 5.03 of this Agreement, will remain in full force and effect, (i) approving and declaring advisable the Offer, the Merger, this Agreement, the CVR Agreement and the transactions contemplated hereby and thereby, (ii) declaring that it is in the best interests of the Company's stockholders that the Company enter into this Agreement and the CVR Agreement and consummate the Offer, the Merger and the other transactions contemplated hereby and thereby, on the terms and subject to the conditions set forth in this Agreement, (iii) recommending that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and approve and adopt this Agreement (if required by applicable law), (iv) approving the acquisition of the shares of the Company Common Stock by Parent or Merger Sub pursuant to the Offer, the Top-Up Option and the Merger and the other transactions contemplated by this

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Agreement and by the CVR Agreement and (v) exempting this Agreement and the transactions contemplated hereby from the restrictions of Section 203 of the DGCL.

        Section 4.05.    Reports and Financial Statements.    Since January 1, 2000, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, posteffective amendments and supplements thereto) (the "Company SEC Reports") required to be filed by it under each of the Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective filing dates except as amended or supplemented prior to the date hereof, in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in any method of accounting or accounting principles or practice by the Company or any of its Subsidiaries, except for any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

        Section 4.06.    Absence of Undisclosed Liabilities.    Except as disclosed in the unaudited financial statements included in the Company 10-Q or in the Company Recent SEC Reports, neither the Company nor any of its Subsidiaries had at March 31, 2003, or has incurred since that date, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except (a) liabilities, obligations or contingencies which are accrued or reserved against in the balance sheet of the Company 10-Q or reflected in the notes thereto, (b) account or trade payables that were incurred in the ordinary course of business and consistent with past practices or (c) liabilities, obligations or contingencies which (i) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) have been discharged or paid in full prior to the date hereof.

        Section 4.07.    Absence of Certain Changes or Events.    Since December 31, 2002, (a) the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices, (b) there has not been any event, occurrence or development, and there has not arisen any state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (c) any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of

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any indebtedness for borrowed money, other than in the ordinary course of business and in amounts and on terms that are consistent with past practices; (d) any creation or other incurrence by the Company or any of its Subsidiaries of any lien on any asset other than in the ordinary course of business consistent with past practices, (e) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (f) any transaction or commitment made, or any Contract entered into, by the Company or any of its Subsidiaries relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any of its Subsidiaries of any contract or other right, in either case, that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement or the CVR Agreement.

        Section 4.08.    Litigation.    Except as disclosed in the Company Recent SEC Reports, as of the date hereof, there are no claims, suits, actions or proceedings pending, or, to the Company's Knowledge, threatened against, relating to or affecting the Company or any of its Subsidiaries, before any court, governmental department, commission, agency, instrumentality or regulatory or other authority, or any arbitrator that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that are reasonably likely to prevent or materially impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement or the CVR Agreement. Neither the Company nor any of its Subsidiaries is subject to any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or regulatory or other authority, or any arbitrator which prohibits or could materially impair or delay the consummation of the transactions contemplated hereby or by the CVR Agreement or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

        Section 4.09.    Offer Documents; Proxy Statement.    Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents will, at the respective times that the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are published, sent or given to stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, and at the time of the Company Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Proxy Statement will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub which is contained in any of the foregoing documents.

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        Section 4.10.    No Violation of Law.    Neither the Company nor any of its Subsidiaries is in violation of, or since June 30, 2000 has violated any law, statute, order, rule, regulation, ordinance or judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any governmental or regulatory body or authority, except for violations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company's Knowledge, threatened, nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or to result in a material liability to the Company or any of its Subsidiaries. The Company and its Subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

        Section 4.11.    Material Contracts; Compliance With Agreements.    (a) Neither the Company nor any of its Subsidiaries is a party to or bound by:

          (i)  (A) any real property lease providing for annual base rentals of $1,000,000 or more and (B) any operating and capital leases providing for annual rentals of $750,000 or more;

         (ii)  any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company and/or its Subsidiaries of $1,500,000 or more;

        (iii)  any sales, distribution or other similar agreement providing for the sale by the Company and/or its Subsidiaries of materials, supplies, goods, services, equipment or other assets that provides for annual revenue to the Company and/or its Subsidiaries of $3,000,000 or more;

        (iv)  any material shareholder, partnership, joint venture, joint operating or development agreement or any other similar agreement or arrangement;

         (v)  any agreement entered into within the three-year period prior to the date of this Agreement relating to the acquisition or disposition of any material amount of assets outside the ordinary course of business or the stock of any Subsidiary or business (whether by merger, purchase or sale of stock, purchase or sale of assets or otherwise);

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        (vi)  any agreement relating to the indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by an asset), except any such agreement (A) with an aggregate outstanding principal amount not exceeding $1,000,000 and which may be prepaid on not more than 30 days' notice without the payment of any penalty, (B) entered into after the date of this Agreement as permitted by Section 5.01, or (C) constituting inter-company receivables in its entirety.

       (vii)  any material intellectual property license or other similar agreement;

      (viii)  any material agency, dealer, sales representative, marketing or other similar agreement;

        (ix)  any agreement that limits in any material respect the freedom of the Company and/or any of its Subsidiaries to compete in any line of business or with any Person or in any area or which would so limit in any material respect the freedom of the Company and/or any of its Subsidiaries after the Closing Date; or

         (x)  any material agreement with any director or executive officer of the Company or any Subsidiary or with any "associate" or any member of the "immediate family" (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or executive officer.

        (b)   The Company and each of its Subsidiaries (and, to the Company's Knowledge, each other party to any such Contract) are not in breach or violation of or in default in the performance or observance of any term or provision of, and no event has occurred which, with lapse of time or action by a third party, would result in a default under, (i) the respective articles or certificates of incorporation, bylaws or similar organizational instruments of the Company or any of its Subsidiaries or (ii) any Contract to which the Company or any of its Subsidiaries is a party or by which any of them is bound or to which any of their property is subject, other than as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Contract disclosed in any portion of the Company Disclosure Schedule or required to be disclosed pursuant to this Section is a valid and binding agreement of the Company or one of its Subsidiaries, as the case may be, and is in full force and effect, other than as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. For the purposes of this Agreement, the "Company's Knowledge" means, with respect to any given action, event, occurrence, fact, information or circumstance, that any of Joseph Durrett, Andy Balbirer, Monica Weed, Mike Samuels, Mary K. Sinclair, Gary Newman, Marshall Gibbs, Edward Kuehnle, Neil Canter, Mark Tims, Kevin Crawford, Jeremy McNamara or Ken Johns had actual knowledge of that action, event, occurrence, fact, information or circumstance.

        Section 4.12.    Taxes.    (a) The Company and its Subsidiaries have (i) duly filed with the appropriate governmental authorities all Tax Returns required to be filed by them, and such Tax Returns are true, correct and complete, and (ii) duly paid in full all Taxes shown as due on such Tax Returns, except in each case where the failure to file such Tax Returns or pay such

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Tax or the failure of such Tax Returns to be true, correct and complete would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no material liens for Taxes upon any property or asset of the Company or any Subsidiary thereof, except for liens for Taxes not yet due or Taxes contested in good faith and reserved against in accordance with GAAP. There are no unresolved issues of law or fact arising out of a notice of deficiency, proposed deficiency or assessment from the Internal Revenue Service (the "IRS") or any other governmental taxing authority with respect to Taxes of the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

        (b)   For purposes of this Agreement, "Tax" (including, with correlative meaning, the term "Taxes") includes all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, communications services, severance, stamp, sales, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts, and "Tax Return" means any return, report or similar statement (including attached schedules) required to be filed with respect to any Tax, including without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

        (c)   Since December 31, 2002, there has not been any material Tax election made or changed, any annual tax accounting period changed, any method of tax accounting adopted or changed, any material amended Tax Returns or claims for material Tax refunds filed, any material closing agreement entered into, any material Tax claim, audit or assessment settled, or any right to claim a material Tax refund, offset or other reduction in Tax liability surrendered.

        Section 4.13.    Employee Benefit Plans; ERISA.    (a) Section 4.13(a) of the Company Disclosure Schedule includes a complete list of each employee benefit plan, program or policy (written or oral) providing benefits to any current or former employee, consultant, officer or director of the Company or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored, maintained, or administered by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA Affiliates contribute or is obligated to contribute (other than those programs or policies that do not provide material benefits), or with respect to which the Company or any of its ERISA Affiliates has any liability, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA, and including any "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA (a "Multiemployer Plan")), any employee benefit plan within the meaning of Section 3(3) of ERISA, and any material compensation, bonus, profit sharing incentive, deferred compensation, vacation, insurance (including any self-insured arrangements), health or medical benefits, employee assistance, disability or sick leave benefits, workers' compensation, supplemental unemployment benefits, post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits), stock purchase, stock option, stock based, severance, employment, change of control or fringe benefit agreement, plan, program or policy in each case, whether or not written (collectively, the "Company Employee Benefit Plans"). For purposes of this Agreement, "ERISA Affiliate" of any entity

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means any other entity which, together with such entity, would be treated as a single employer under Section 414 of the Code.

        (b)   With respect to each Company Employee Benefit Plan, the Company has delivered or made available to Parent a true, correct and complete copy of: (i) all plan documents and related trust or funding agreements or insurance policies; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description, if any; (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the IRS, if any. Except as specifically provided in the foregoing documents, or in other documents, delivered or made available to Parent, there are no amendments to any Company Employee Benefit Plan that have been adopted or approved.

        (c)   The IRS has issued a favorable determination letter with respect to each Company Employee Benefit Plan that is intended to be a "qualified plan" within the meaning of Section 401(a) of the Code and its related trust that has not been revoked, and the Company is not aware of any circumstances or events that have occurred that would reasonably be expected to result in a revocation of such letter.

        (d)   The Company and its ERISA Affiliates have materially complied, and are now in material compliance, with all provisions of ERISA, the Code and all laws, rules and regulations applicable to each Company Employee Benefit Plan and each Company Employee Benefit Plan has been administered in all material respects in accordance with its terms. None of the Company and its ERISA Affiliates nor any other person, including any fiduciary, has engaged in any "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Company Employee Benefit Plans or their related trusts, the Company, any of its ERISA Affiliates or any person that the Company or any of its ERISA Affiliates has an obligation to indemnify, to any tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA. There are no pending or, to the Company's Knowledge, threatened claims (other than claims for benefits in the ordinary course), lawsuits, audits, actions or arbitrations which have been asserted or instituted against the Company Employee Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Employee Benefit Plans or the assets of any of the trusts under any of the Company Employee Benefit Plans which could reasonably be expected to result in any liability of the Company or any of its ERISA Affiliates to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor or any Company Employee Benefit Plan.

        (e)   Neither the execution and delivery of this Agreement or the CVR Agreement nor the consummation of the transactions contemplated hereby or thereby will entitle any employee to severance pay or result in, cause the accelerated vesting, funding or delivery of, or increase or enhance any benefit or the amount or value of, any material payment or benefit to any current or former employee, officer or director of the Company or any of its Subsidiaries, or result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Employee Benefit Plan or related trust.

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        (f)    No Company Employee Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, and none of the Company and its ERISA Affiliates, has, at any time during the last six years sponsored, maintained or contributed to or been obligated to contribute to any plan subject to Title IV of ERISA. No employees of the Company or any of its Subsidiaries located outside of the United States participate in or are eligible to participate in any Company Employee Benefit Plans providing pension or retirement benefits, and neither the Company nor any of its Subsidiaries has any liability with respect to or arising under any such plans, whether or not currently in existence or effective.

        (g)   No Company Employee Benefit Plan is a Multiemployer Plan, none of the Company and its ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan, and none of the Company and its ERISA Affiliates has incurred any withdrawal liability to a Multiemployer Plan that has not been satisfied in full.

        (h)   Neither the Company nor any of its Subsidiaries has any obligations for or any current or projected liability in respect of post-employment or post-retirement health, medical or life benefits under any Company Employee Benefit Plan or otherwise, except for obligations under Section 601 et. seq. of ERISA and Section 4980B of the Code ("COBRA").

        (i)    Since December 31, 2002, other than in the ordinary course of business consistent with past practice, with respect to any director, executive officer (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) or key employee (meaning an employee with the title Executive Vice President or above) of the Company or any of its Subsidiaries, there has not been any (i) grant of any severance or termination pay to (or amendment to any existing arrangement with), (ii) increase in benefits payable under any existing severance or termination pay policies or employment agreements, (iii) any entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement), (iv) establishment, adoption or amendment (except as required by applicable law) of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement, or (v) increase in compensation, bonus or other benefits payable.

        (j)    There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Company or any of its Subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G or 162(m) of the Code.

        (k)   Neither the Company nor any of its ERISA Affiliates has any commitment or obligation to establish or adopt any new or additional employee benefit plans or to increase the benefits under any existing Company Employee Benefit Plan.

        Section 4.14.    Labor Controversies.    (a) The Company and its Subsidiaries are in compliance with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and are not engaged in any unfair labor practice, failure to comply with which or engagement in which, as the case may be, would reasonably be expected to have, individually or in the aggregate, a Company Material

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Adverse Effect. (i) There is not pending or, to the Company's Knowledge, threatened, any labor strike, material dispute, walk-out, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries, (ii) there are no controversies pending or, to the Company's Knowledge, threatened between the Company or its Subsidiaries and any representatives (including unions) of any of their employees, and (iii) to the Company's Knowledge, there are no organizational efforts being made involving any of the presently unorganized employees of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other contract or understanding with a labor union or organization.

        (b)   Since December 31, 2002, there has not occurred and there has not been any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its Subsidiaries, which employees were not subject to a collective bargaining agreement at December 31, 2002, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees.

        Section 4.15.    Environmental Matters. (a) (i) The Company and its Subsidiaries have conducted their respective businesses in compliance with all applicable Environmental Laws, including, without limitation, having all permits, licenses and other approvals and authorizations necessary for the operation of their respective businesses as presently conducted, (ii) none of the properties owned by the Company or any of its Subsidiaries contain any Hazardous Substance as a result of any activity of the Company or any of its Subsidiaries or, to the Company's Knowledge or the knowledge of any of its Subsidiaries, as a result of any other activity, in any case in amounts requiring any investigation or remediation or which may lead to any liability to the Company or any of its Subsidiaries under any applicable Environmental Laws, (iii) neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign governmental entity or from any third party indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their businesses or of any real property, (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened, against the Company or any of its Subsidiaries relating to any violation, or alleged violation, of any Environmental Law, (v) no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from or on any properties owned or operated by the Company or any of its Subsidiaries at any time and (vi) neither the Company, its Subsidiaries nor any of their respective properties are subject to any liabilities or expenditures (fixed or contingent) relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law, except for violations of the foregoing clauses (i) through (vi) that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

        (b)   As used herein, "Environmental Law" means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction, requirement or agreement with any governmental entity relating to (x) the protection, preservation or restoration of the environment (including,

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without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety, or (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as amended and as in effect at the date hereof.

        (c)   As used herein, "Hazardous Substance" means any hazardous, toxic or radioactive substance or waste including, without limitation, any pollutant, contaminant, special waste, industrial substance or petroleum or any derivative or byproduct thereof, radon, asbestos, or asbestos-containing material, urea formaldehyde foam insulation or polychlorinated biphenyls.

        Section 4.16.    Intellectual Property. The Company and its Subsidiaries own, or are licensed to use, all Intellectual Property used in and material to the conduct of the Company's business as it is currently conducted, and the consummation of the transactions herein will not materially alter, materially impair or extinguish any of the Company's or its Subsidiaries' rights in any such Intellectual Property. To the Company's Knowledge, all material patents and patent applications, material registered trademarks, material registered trade names, material registered service marks and material registered copyrights (the "Company IP") are valid and subsisting. A true and complete list of the Company IP is provided in Section 4.16 of the Company Disclosure Schedule. To the Company's Knowledge, the Company and its Subsidiaries own or are licensed to use all Intellectual Property necessary to exploit the Company's or its Subsidiaries' projects in development that have been disclosed in the Company SEC Reports or otherwise publicly announced. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) to the Company's Knowledge, the use of the Intellectual Property by the Company and its Subsidiaries does not infringe on or other otherwise violate the rights of any third party, and is in accordance in all material respects with the applicable license pursuant to which the Company acquired the right to use such Intellectual Property, (ii) to the Company's Knowledge, no third party is challenging, infringing on or otherwise violating any right of the Company in the Intellectual Property, and (iii) neither the Company nor any of its Subsidiaries has received any written notice of any offer to license, assertion of infringement, pending claim, order or proceeding with respect to any unlicensed third party Intellectual Property used in and material to the conduct of the Company's business as it is currently conducted, and to the Company's Knowledge, no Intellectual Property is being used or enforced by the Company in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any Intellectual Property used in and material to the conduct of the Company's business as it is currently conducted. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has taken reasonable and customary steps to protect its rights in its own confidential information and trade secrets, protect any confidential information provided to it by any other Person, and obtain ownership of works of authorship and inventions made by its employees, consultants and contractors and which are material to the Company's business. With respect to all computer software programs owned by the Company and material to the conduct of its business as it is currently conducted ("Company Software"), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and except as disclosed in Section 4.16 of the Company Disclosure Schedule: (i) no parties, other than the Company and its Subsidiaries, possess any current or contingent rights to license, sell, or

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otherwise distribute products or services utilizing the Company IP or the Company Software, and (ii) no parties, other than the Company and its Subsidiaries, possess any current or contingent rights to any source code that is part of the Company Software. The Company has taken commercially reasonable steps to protect the Company Software from becoming infected by any computer code designed to disrupt, disable, harm, distort or otherwise impede in any material manner the normal operation of such software by or for the Company or its authorized users, or any other of the Company's associated software, firmware, hardware, computer system or network (including without limitation what are sometimes referred to as "viruses," "worms," unauthorized "time bombs," and/or unauthorized "back doors") and, to the Company's Knowledge (but without representing that any inspection has been made other than by normal use of the Company's virus detection software), the Company Software contains no such computer code, except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this Agreement, the term "Intellectual Property" means all patents, trademarks, trade names, service marks, copyrights, and any applications therefor, technology, know-how, computer software programs or applications, and tangible or intangible proprietary information or materials.

        Section 4.17.    Opinion of Financial Advisor. The Company's financial advisor, William Blair & Company (the "Company Financial Advisor"), has delivered to the Board of Directors of the Company an oral opinion, to be confirmed in writing, to the effect that, as of the date of this Agreement, the consideration to be received by the Company's stockholders in the Offer and the Merger is fair to such holders from a financial point of view.

        Section 4.18.    Brokers and Finders. There is no obligation on the part of the Company or any of its Subsidiaries to pay any investment banking fees, finder's fees, brokerage or agent commissions or other like payments in connection with the transactions contemplated hereby, other than fees payable to the Company Financial Advisor pursuant to a fee agreement. The calculation of such fee is set forth on Section 4.18 of the Company Disclosure Schedule.

        Section 4.19.    Insurance. All material fire and casualty, general liability, business interruption, directors' and officers', product liability, and sprinkler and water damage insurance policies maintained by the Company or any of its Subsidiaries are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the business of the Company and its Subsidiaries and their respective properties, businesses and assets.

        Section 4.20.    Takeover Statutes. The Board of Directors of the Company has taken all actions necessary to exempt the Offer, the Top-Up Option, the Merger, this Agreement and the other transactions contemplated hereby under Section 203 of the DGCL. No other state takeover or similar statute or regulation is applicable to this Agreement, the CVR Agreement, the Offer, the Top-Up Option, the Merger or the other transactions contemplated hereby or thereby.

        Section 4.21.    Receivables and Customers. Except as would not reasonably be expected to have, whether individually or in the aggregate, a Company Material Adverse Effect:

        (a)   All accounts, notes receivable and other receivables (other than receivables collected since March 31, 2003) reflected on the consolidated balance sheet of the

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Company as of that date that is contained in the Company 10-Q are, and all accounts, notes and other receivables arising from or otherwise relating to the business of the Company and its Subsidiaries since that date will be, valid, genuine and fully collectible in the aggregate amount thereof, subject to normal and customary trade discounts, less any reserves for doubtful accounts recorded on that balance sheet.

        (b)   All accounts, notes receivable and other receivables arising out of or relating to the business of the Company and its Subsidiaries as of March 31, 2003 have been included in the consolidated balance sheet of the Company as of that date that is contained in the Company 10-Q in accordance with generally accepted accounting principles applied on a consistent basis.

        (c)   Since December 31, 2002, there has not been any termination, cancellation or curtailment of the business relationship of the Company or any of its Subsidiaries with any customer or group of affiliated customers (nor has any such customer or group been subject to any voluntary or involuntary bankruptcy or similar filing under applicable law since that date), and neither the Company nor any of its Subsidiaries has received any written notice of an intent to so terminate, cancel or curtail.

ARTICLE V

COVENANTS

        Section 5.01.    Conduct of Business Pending the Merger.    Except as otherwise expressly contemplated by this Agreement, required by law or disclosed in Section 5.01 of the Company Disclosure Schedule, after the date hereof and prior to the Effective Time, without Parent's consent (which shall not be unreasonably withheld), the Company shall, and shall cause its Subsidiaries to:

        (a)   conduct their respective businesses in the ordinary and usual course of business and consistent with past practice;

        (b)   not (i) amend or propose to amend their respective certificates of incorporation or bylaws or equivalent constitutional documents, (ii) split, combine or reclassify their outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to the Company or a Subsidiary of the Company by another Subsidiary of the Company;

        (c)   not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of their capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares of capital stock of the Company (A) upon exercise of Company Options outstanding on May 31, 2003 and (B) as required by the 401(k) Plan, the ESPP, the Directors' Plan, the DCP and the Company Rights Agreement as in effect on the date hereof;

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        (d)   not (i) incur or become contingently liable with respect to any indebtedness for borrowed money (including, for the sake of clarity, any letters of credit), other than borrowings in the ordinary course of business or borrowings to fund working capital needs in the ordinary course of business under the existing credit facilities of the Company or any of its Subsidiaries on the terms of those facilities as they exist on the date of this Agreement (the "Existing Credit Facilities") in an aggregate amount for all such permitted borrowings not to exceed $20,000,000 for any consecutive four business day period, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock other than in connection with the exercise of outstanding Company Options pursuant to the terms of the Company Option Plans and the relevant written agreements evidencing the grant of Company Options, or to use for the 401(k) Plan, the ESPP or the Directors' Plan, (iii) make any material acquisition of any assets or businesses other than expenditures for current assets in the ordinary course of business and expenditures for fixed or capital assets in the ordinary course of business with a value that is less than (A) $2,500,000 in the aggregate during the forty-five (45) day period commencing on the date of this Agreement and (B) $4,500,000 in the aggregate during the ninety (90) day period commencing on the date of this Agreement or (iv) sell, pledge, lease, license dispose of or encumber any material assets or businesses other than (A) any such transactions disclosed in Section 5.01 of the Company Disclosure Schedule, (B) pledges or encumbrances pursuant to Existing Credit Facilities or (C) sales of inventory and other current assets in the ordinary course of business consistent with past practices.

        (e)   use reasonable best efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers and key employees (other than terminations of services for cause), and preserve the goodwill and business relationships with customers and others having business relationships with them;

        (f)    not enter into or amend or modify any employment, consulting, severance, retirement or special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers or key employees or with any other persons, except (i) as required by previously existing contractual arrangements or applicable law or (ii) other employment agreements entered into with a person who is hired or promoted by the Company or one of its Subsidiaries after the date hereof in the ordinary course of business whose annual base salary does not exceed $175,000;

        (g)   not increase the salary, bonus, benefits or other compensation of any person except for increases in the ordinary course of business consistent with past practice or except pursuant to contractual arrangements existing on the date of this Agreement;

        (h)   not adopt, enter into or amend or modify, in each of the latter two cases to materially increase benefits or obligations of any Company Employee Benefit Plan, except as required pursuant to existing contractual arrangements, this Agreement or applicable law;

        (i)    (A) not enter into any new contract or commitment providing for the purchase of goods or services by the Company or any of its Subsidiaries that is inconsistent with the Company's April 2003 forecast (a true, accurate, complete and current copy of which has been provided to Parent prior to the date of this Agreement) or has a term of more than one year

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and which is reasonably expected to involve payments to retailers of more than $3,000,000 per annum or payments to other third parties of more than $2,000,000 per annum, (B) not amend, modify or change in any material respect, or waive any material rights of the Company or any of its Subsidiaries or any material obligation of any third party under, any contract listed in Section 4.11 of the Company Disclosure Schedule;

        (j)    not make, change or revoke any material Tax election unless required by law or make any agreement or settlement with any taxing authority regarding any material amount of Taxes or which is reasonably likely to materially increase the obligations of the Company or the Surviving Corporation to pay Taxes in the future;

        (k)   not defer the payment of accounts or trade payables, or seek to accelerate the payment of, or factor or otherwise similarly monetize, accounts or trade receivables, of the Company or any of its Subsidiaries, in either such case beyond or in advance (as the case may be) of the customary payment periods of the Company, such Subsidiary(ies) or such third parties for those payables or receivables;

        (l)    not enter into any interest rate, currency or other swap or derivative transaction, other than in the ordinary course of business consistent with past practices and for bona fide hedging purposes;

        (m)  not take any action that would make any representation or warranty of the Company inaccurate in any material respect at any time before the Effective Time;

        (n)   not (i) propose or make, or engage in any discussions or negotiations with respect to, any Settlement Decision (as defined in the CVR Agreement) or (ii) enter into any confidentiality agreement with any third party to the Litigation (as defined in the CVR Agreement) with respect thereto; or

        (o)   not enter into an agreement, commitment or arrangement with respect to any of the foregoing.

        Section 5.02.    Restrictions on Parent and the Company.    (a) Parent agrees that, from and after the date hereof and prior to the Acceptance Date, and except as may be agreed in writing by the Company or as may be expressly permitted pursuant to this Agreement (including the exercise of termination rights under this Agreement), Parent shall not, and shall not permit any of its Subsidiaries to agree, in writing or otherwise, to take any action which would materially delay the consummation of the Offer, including by application of Rule 14e-5 under the Exchange Act.

        (b)   The Company agrees that, from and after the date hereof and prior to the Acceptance Date, and except as may be agreed in writing by Parent or as may be expressly permitted pursuant to this Agreement (including any actions pursuant to Section 5.03 and including the exercise of termination rights under this Agreement), the Company shall not, and shall not permit any of its Subsidiaries to agree, in writing or otherwise, to take any action which would materially delay the consummation of the Offer.

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        Section 5.03.    No Solicitation.    (a) The Company shall not and shall not permit its Subsidiaries or any officer, director, employee, attorney, accountant, investment banker, financial advisor or other agent retained by it or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or knowingly encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, or furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, any Third Party that is seeking to make or has made an Acquisition Proposal, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (iv) enter into any agreement with respect to an Acquisition Proposal, unless the Company shall have terminated this Agreement in compliance with Section 7.01(d). For purposes of this Agreement, the term, "Acquisition Proposal" means any proposal or offer (other than any proposal or offer by Parent or any of its Subsidiaries) to acquire all or 15% or more of the business, properties or capital stock of the Company or any of its Subsidiaries, whether by merger, purchase of assets, tender offer or otherwise, whether for cash, securities or any other consideration or combination thereof, other than any transaction involving Parent or any of its Subsidiaries.

        (b)   Notwithstanding the provisions of paragraph (a) above or any other provision of this Agreement, subject to compliance with Section 5.03(c), the Company may, in response to an unsolicited bona fide written Acquisition Proposal from any Person or group (a "Potential Acquiror") which the Company's Board of Directors determines, in good faith and after consultation with its independent financial advisor and legal counsel, could reasonably be expected to lead to a Superior Proposal, furnish confidential or nonpublic information pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement to, and engage in discussions and negotiate with, such Potential Acquiror, provided that the Company Board of Directors determines in good faith after consultation with outside legal counsel, that such action is necessary in order for its directors to comply with their fiduciary duties under applicable law. For purposes of this Agreement, "Superior Proposal" means an unsolicited bona fide written Acquisition Proposal for at least a majority of the voting power of the shares of the Company Common Stock then outstanding or all or substantially all of the assets of the Company and its Subsidiaries which the Company's Board of Directors determines, in good faith and after consultation with its independent financial advisor and outside legal counsel, would be more favorable to and provide consideration to the holders of Company Common Stock with greater financial value than the consideration payable in the Offer and the Merger, taking into account all the terms and conditions of the Acquisition Proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation and for which financing is then fully committed; provided that, for the sake of clarity, an Acquisition Proposal shall only be deemed to have been solicited for purposes of this definition as a result of actions taken on or after the date of this Agreement, and not as a result of any actions taken before the date of this Agreement (for example, and by way of illustration, in connection with the auction of the Company to other prospective bidders before the date hereof). The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company shall also use its reasonable best efforts to cause any such party (or its agents or advisors) in possession of confidential information about the Company or any of its Subsidiaries that was furnished by or on behalf of the Company to return or destroy all

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of that information. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in Section 5.03(a) that have been engaged in connection with the evaluation of a possible Acquisition Transaction of the obligations undertaken in this Section 5.03.

        (c)   The Company shall promptly (but in no event later than 24 hours) notify Parent after receipt by it, any of its Subsidiaries or any of their respective advisors of any Acquisition Proposal, any communication (whether written or oral) from any Potential Acquiror or its advisor that such Potential Acquiror is considering making an Acquisition Proposal or any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Potential Acquiror that may be considering making or has made an Acquisition Proposal. Such notice to Parent shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the material terms and conditions of such proposal, to the extent known. The Company shall thereafter keep Parent informed, on a reasonably current basis, on the status and terms of any such Acquisition Proposal and the status of any discussion or negotiations with any Potential Acquiror related thereto.

        (d)   Notwithstanding Section 5.03(a), following receipt of a Superior Proposal and after providing written notice to Parent at least three business days before doing so, the Board of Directors of the Company may withdraw or modify (or alter or modify in a manner adverse to Parent) the recommendation by the Board of Directors of the Company of this Agreement, the Offer or the Merger, if the Board of Directors of the Company determines in good faith (after consultation with its outside counsel) that its fiduciary obligations require it to do so.

        (e)   Nothing contained in this Section 5.03 or any other provision of this Agreement shall prohibit the Company or the Board of Directors of the Company from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rule 14d-9 and 14e-2 promulgated under the Exchange Act.

        Section 5.04.    Access to Information; Confidentiality.    Subject to applicable law, the Company and its Subsidiaries shall afford to Parent, Merger Sub and their financing sources and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") reasonable access during normal business hours upon reasonable notice throughout the period prior to the Effective Time to their respective properties, books, contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel as Parent or Merger Sub shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company's operations. All nonpublic information provided to, or obtained by, Parent, Merger Sub or any such financing source in connection with the transactions contemplated hereby shall be "Confidential Information" for purposes of the Confidentiality Agreement dated February 19, 2003 between Parent and the Company (the "Confidentiality Agreement"), the terms of which shall continue in force until the Effective Time; provided that Parent, Merger Sub and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and the Company Required Statutory Approvals. Notwithstanding the foregoing, the Company shall not be required to provide any information

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which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties; provided that, with respect to any such information, the Company shall, or shall cause the relevant Subsidiary to, provide the maximum amount of that information (or shall endeavor to otherwise convey that information in a manner) that is consistent with the applicable law, rule or regulation, the maintenance of that privilege or the terms of the relevant contract, as applicable. No investigation pursuant to this Section 5.04(a) shall affect or be deemed to modify any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of such parties) may disclose to any and all persons, without limitation of any kind, the U.S. "tax treatment" or "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4) of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analysis, but without disclosure of identifying information or, except to the extent relating to such U.S. "tax treatment" or "tax structure," any non-public commercial or financial information) that are provided to such parties relating to such U.S. "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4); provided, that such disclosure may not be made until the earlier of (x) the date of public announcement of discussions relating to the transactions contemplated by this Agreement, (y) the date of the public announcement of the transactions contemplated by this Agreement, or (z) the date of execution of this Agreement. Moreover, notwithstanding anything herein to the contrary, there shall be no limitation on any party's ability to consult any tax adviser, whether or not independent from the parties, regarding the U.S. "tax treatment" or "tax structure" of the transactions contemplated by this Agreement. The intent of this provision is that the transactions contemplated by the Agreement are not treated as having been offered under conditions of confidentiality for purposes of Treasury Regulation section 1.6011-4(b)(3) and shall be construed in a manner consistent with such purpose.

        Section 5.05.    Merger Sub.    Parent will take all action necessary (a) to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) to ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by or in furtherance of this Agreement, or incur or guarantee any indebtedness other than as necessary for the consummation of the transaction contemplated hereby.

        Section 5.06.    Employee Benefits.    (a) Until December 31, 2004, Parent shall provide, or shall cause to be provided, to each employee of the Company and its Subsidiaries, who is an employee thereof as of the Acceptance Date (the "Company Employees") cash compensation and employee benefits that are substantially comparable, in the aggregate, to those provided to Company Employees immediately before the Acceptance Date (excluding benefits provided under any plan, program or policy providing severance or termination benefits and benefits provided under any stock option or other stock-based plan, program or policy). The foregoing shall not be construed to prevent the termination of employment of any Company Employee or the amendment or termination of any particular Company Employee Benefit Plan to the extent permitted by its terms and under any applicable law.

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        (b)   For purposes of eligibility and vesting and levels of benefits under the employee benefit plans of Parent and its Affiliates providing benefits to any Company Employees after the Acceptance Date (the "New Plans"), each Company Employee shall be credited with his or her years of service with the Company and its Affiliates before the Acceptance Date, to the same extent as such Company Employee was entitled, before the Acceptance Date, to credit for such service under any corresponding Company Employee Benefit Plans in which such employee participated, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company Employee Benefit Plan in which such Company Employee participated immediately before the Acceptance Date; and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents to the extent such exclusions or requirements were not applicable under the corresponding Company Employee Benefit Plan in which such employee participated, and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Company Employee Benefit Plan ending on the date such employee's participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year to the extent that those expenses were incurred during a period in which the employee or covered dependent was covered under a corresponding Company Employee Benefit Plan.

        (c)   Prior to and as of the Acceptance Date, the Company shall terminate each Company Option Plan, the DCP, the Directors' Plan, the ESPP, the 1999 Restricted Stock Plan and each other Company Employee Benefit Plan providing for the grant of stock-based awards or under which grants of stock-based awards have been made. The Company shall freeze the ESPP effective July 1, 2003 so that a new Accumulation Period under the ESPP does not begin on July 1, 2003. The Company shall not take any action to set or otherwise commence a new Accumulation Period or Exercise Date (each as defined in the ESPP) unless this Agreement shall have been terminated in accordance with Article VII hereof.

        (d)   Prior to the Acceptance Date, the Company shall cause all shares of Company Common Stock that are then held in the Unallocated Stock Account (as such term is defined in the DCP) under the DCP to be allocated, or reallocated, as the case may be, to Stock Accounts (as such term is defined in the DCP) under the DCP.

        (e)   With respect to the Directors' Plan, the Company shall distribute shares of Company Common Stock payable for services rendered in second quarter 2003 and that portion of the third quarter 2003 ending on the Payment Date (as defined below) by participants in such plan on the date (the "Payment Date") that is the earlier of (i) August 1, 2003 and (ii) the day that is immediately prior to the Acceptance Date.

        (f)    No provision of this Section 5.06 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent

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thereof) of the Company or any of its Affiliates in respect of continued employment with, or any benefits which may be provided by, either Parent or any of its Affiliates.

        Section 5.07.    Proxy Statement.    As promptly as practicable after the consummation of the Offer and if required by the Exchange Act, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, the Proxy Statement. Parent and Merger Sub agree to cooperate with the Company in the preparation of the Proxy Statement and other proxy solicitation materials of the Company. The Company shall provide Parent and its counsel with a reasonable opportunity to review the draft Proxy Statement each time before it is filed with the SEC and shall give reasonable and good faith consideration to any comments from Parent and its counsel on such draft(s). The Proxy Statement shall contain the recommendation of the Company's Board of Directors that the Company's stockholders approve and adopt this Agreement and the Merger, unless the fiduciary duties of the Company's Board of Directors require that the Board withdraw or adversely alter or modify that recommendation or that the Board recommend against approval and adoption. Unless this Agreement is previously terminated in accordance with Section 7.01, the Company shall, if required, submit this Agreement to its stockholders at the Company Meeting, even if the Board of Directors of the Company determines at any time after the date of this Agreement that it is no longer advisable, adversely alters its recommendation or recommends that the Company stockholders reject it. The Company shall promptly provide Parent and its counsel in writing with any written comments (and orally, any oral comments) that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of those comments and shall consult with (and shall duly consider in good faith any comments of) Parent and its counsel before responding to those comments. The Company and its counsel will provide Parent and its counsel with a reasonable opportunity to participate in all communications, if any, with the SEC and its staff, including any meetings and telephone conferences relating to the Proxy Statement, this Agreement, the CVR Agreement or the matters or transactions contemplated hereby or thereby.

        Section 5.08.    Company Meeting.    Following the consummation of the Offer, the Company shall promptly take all action necessary in accordance with the DGCL and its Certificate of Incorporation and By-Laws to convene the Company Meeting, if such meeting is required, as soon as reasonably practicable. The stockholder vote required for approval of the Merger will be no greater than that set forth in the DGCL. The Company shall use its reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote of stockholders required by the DGCL to effect the Merger. Notwithstanding the foregoing, if Parent, Merger Sub or any other subsidiary of Parent shall acquire at least 90 percent of the outstanding shares of Company Common Stock, and provided that the conditions set forth in Article VI shall have been satisfied or waived, the Company shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the approval of the stockholders of the Company, in accordance with Section 253 of the DGCL. Parent shall vote, or shall cause to be voted, all of the shares of Company Common Stock acquired in the Offer or otherwise owned by it or any of its Subsidiaries (including Merger Sub) in favor of the approval and adoption of this Agreement and the Merger.

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        Section 5.09.    Public Announcements.    Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement, the CVR Agreement or the transactions contemplated hereby or thereby and, except as may be required by applicable law or any listing agreement with NASDAQ, will not issue any such press release or make any such public statement prior to such consultation; provided that, if the Company, any Subsidiary or any of their respective directors, officers, employees or advisors receives an offer or proposal from any third party to the Litigation (as defined in the CVR Agreement) with respect to any Settlement Decision (whether or not conditional), then Parent shall have the right, in its discretion, to publicize the terms and conditions of that offer or proposal.

        Section 5.10.    Expenses and Fees.    All costs and expenses incurred in connection with this Agreement and the CVR Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses, except that those expenses incurred in connection with printing and filing the Offer Documents, the Schedule 14D-9 and the Proxy Statement shall be equally borne by Parent and the Company.

        Section 5.11.    Agreement to Cooperate.    (a) Subject to the terms and conditions of this Agreement and applicable law, Parent and the Company shall use their respective best efforts (but without the obligation on the part of any party to pay any money, to divest, sell or hold separate any assets or agree to any behavioral modifications with any Governmental Agency) to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve contractual relationships of Parent and the Company and their respective Subsidiaries, all necessary or appropriate waivers, consents and approvals to effect all necessary registrations, filings and submissions and to lift any injunction or other legal bar to consummation of the Offer or the Merger (and, in such case, to proceed with the consummation of the Offer and the Merger as expeditiously as possible), including through all possible appeals.

        (b)   In addition to and without limitation of the foregoing, each of Parent and the Company undertakes and agrees to file (and Parent agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control Parent to file, if such filing is required by law) as soon as practicable, (x) if required by the HSR Act, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and shall file as soon as practicable any form or report required by any other Governmental Agency relating to antitrust matters) and (y) any and all filings that may be required to be made under Foreign Antitrust Laws in respect of this Agreement, the CVR Agreement or any transaction contemplated hereby or thereby. Each of Parent and the Company shall (and Parent shall cause any such parent entity to) (i) respond as promptly as practicable to any inquiries or requests received from any domestic or foreign government or governmental agency or authority (each, a "Governmental Agency") for additional information or documentation, and (ii) not extend any waiting period under the HSR Act (if deemed to apply to the transactions contemplated hereby) or enter into any agreement with any Governmental Agency not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto (which shall not be

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unreasonably withheld or delayed). Each party shall (i) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Agency and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Agency in respect of any filings, investigation or inquiry concerning this Agreement, the CVR Agreement, the Offer or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Agency, gives the other party the opportunity to attend and participate thereat; and (iii) to the extent permitted under applicable law, furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement, the CVR Agreement, the Offer and the Merger.

        Section 5.12.    Directors' and Officers' Indemnification.    (a) The indemnification provisions of the Company's Certificate of Incorporation or Bylaws as in effect at the Acceptance Date shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, employees or agents of the Company with respect to matters arising or events occurring before the Effective Time. From and after the Acceptance Date, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.12.

        (b)   From and after the Acceptance Date, each of Parent and the Company and, from and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless each present and former director, officer, employee and agent of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including advancing attorneys' fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement to the fullest extent that the Company would have been permitted under Delaware law and the Company's Certificate of Incorporation and By-laws in effect on the date of this Agreement.

        (c)   For a period of six years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are no less

39

advantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts provided at that time for Parent's directors and officers) with respect to matters arising on or before the Effective Time; provided, however, that if the existing current policies expire, are terminated or cancelled during such six-year period, Parent will use its reasonable efforts to obtain as much coverage as can be obtained for the remainder of such period for a premium not in excess of the amount set forth in Section 5.12 of the Company Disclosure Schedules.

        (d)   Parent shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.12.

        (e)   The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Certificate of Incorporation or Bylaws of the Company, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.12 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties.

        Section 5.13.    Section 16 Matters.    Prior to the Acceptance Date, Parent and the Company shall take all such steps as may be required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to shares of Company Common Stock) by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

        Section 5.14.    Further Assurances.    (a) Each party hereby agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Subsidiary, any other actions and things to vest, perfect or confirm of records or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

        (b)   Upon Parent's request, the Company shall, and shall cause its Subsidiaries and its and their respective officers and employees to provide all customary assistance, cooperation and support that Parent may reasonably request in order to assist in raising private bank or mezzanine debt financing for the Company, Parent or Merger Sub (which financing shall, for the sake of clarity, be conditioned upon the Closing); provided that (i) such assistance, cooperation and support shall not unreasonably disrupt the Company's operations, (ii) any such assistance, cooperation and support shall be at Parent's expense and (iii) in no event shall the receipt or consummation of the financing described in this Section 5.14(b) be deemed to be a condition to the consummation of the Offer, the Merger or any other transaction contemplated by this Agreement or by the CVR Agreement.

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        Section 5.15.    Notices of Certain Events.    Each of Parent and the Company shall promptly notify the other of:

        (a)   any notice or other communication received by that party from (i) any Person alleging that the consent of that Person is or may be required in connection with the transactions contemplated by this Agreement or by the CVR Agreement or (ii) subject to applicable law, court order and applicable privilege considerations, any party to the Litigation (as defined in the CVR Agreement) relating to the Litigation;

        (b)   any notice or other communication received by that party from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or by the CVR Agreement;

        (c)   any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of Sections 4.08, 4.10, 4.12, 4.13, 4.14, 4.15or4.16, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement.

        (d)   the occurrence or non-occurrence of any event or the discovery of any fact that would be reasonably expected to cause any representation or warranty of that party that is contained in this Agreement to be untrue or inaccurate such that the condition set forth in clause (c) of Exhibit A hereto would at any time be unsatisfied on and as of any date after the date of this Agreement; and

        (e)   any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the CVR Agreement.

        Section 5.16.    CVR Agreement.    (a) The parties hereto covenant and agree that immediately prior to the issuance of the first CVR to be issued under the CVR Agreement, they will, and will cause their respective Rights Agents (which Parent and the Company will appoint prior to such execution and delivery) to, execute and deliver the CVR Agreement substantially in the form attached hereto as Exhibit B.

        (b)   Within 15 days after the execution and delivery of the CVR Agreement, Parent and the Company will use all commercially reasonable efforts to cause the Rights Agents to (i) agree on the Independent Rights Agent (as defined in the CVR Agreement) and the compensation of such person, (ii) decide which Rights Agent will preside over the meetings of the Rights Agents and (iii) agree on all other provisions of the CVR Agreement that require prompt concurrence (including, without limitation, addresses for notice and the name of the tie-breaking accounting firm.)

        (c)   Parent and Merger Sub covenant and agree that, during the period from the date hereof to the Acceptance Date, neither they nor any of their respective Affiliates shall entertain or initiate any settlement discussions regarding the Litigation.

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        Section 5.17    Commitment Letters; No Distributions by Parent.    Neither Parent nor Merger Sub shall take any action to terminate either Commitment Letter or to amend or modify either Commitment Letter in any manner adverse to Parent, Merger Sub or the Company, without the prior written consent of each such Person. Furthermore, without limiting Parent's ability in any way to effect the Recapitalization (as defined in the Commitment Letter of Tennenbaum) on or after the Effective Time (except as expressly limited by the terms of the Commitment Letter of Tennenbaum) Parent shall not (i) declare, set aside or pay any dividend or distribution in respect of any shares of its capital stock or (ii) repurchase, redeem or otherwise acquire any shares of capital stock or other securities of, or other ownership interests in, Parent.

ARTICLE VI

CONDITIONS TO THE MERGER

        Section 6.01.    Conditions to the Obligations to Consummate the Merger.    The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions:

        (a)   Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer, except that this condition shall not be a condition to Parent's and Merger Sub's obligation to effect the Merger if Merger Sub shall have failed to purchase shares of Company Common Stock pursuant to the Offer in breach of (or as a result of Parent's breach of) this Agreement;

        (b)   this Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company, if required by the DGCL;

        (c)   no law, rule or regulation or judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall be in effect which has the effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger; and

        (d)   (A) any waiting period applicable to consummation of the Merger under the HSR Act or any Foreign Antitrust Laws shall have expired or been terminated and (B) any approvals required under Foreign Antitrust Laws before consummation of the Merger shall have been obtained.

ARTICLE VII

TERMINATION

        Section 7.01.    Termination.    This Agreement may be terminated and the Offer and the Merger contemplated hereby may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company):

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        (a)   by mutual written consent of the Company and Parent (including, from and after the Acceptance Date, the Independent Director Approval contemplated by Section 1.03(c));

        (b)   prior to the Acceptance Date by Parent if the Company shall have breached in any material respect any of its obligations contained in this Agreement or if its representations and warranties shall not be true and correct, except for such failures to be true and correct that, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and which breach has not been or is incapable of being cured by the Company within thirty (30) days after the giving of written notice of such breach by Parent;

        (c)   prior to the Acceptance Date by the Company if Parent or Merger Sub shall have breached in any material respect any of its obligations to be performed by either of them under this Agreement, or if the representations and warranties of Parent and Merger Sub contained in this Agreement shall not be true and correct, except for such failures to be true and correct that, individually and in the aggregate, are not reasonably likely to have a material adverse effect on Parent, and which breach has not been or is incapable of being cured by Parent or Merger Sub, as applicable, within thirty (30) days after the giving of written notice of such breach by the Company;

        (d)   prior to the Acceptance Date by the Company if (i) the Board of Directors of the Company authorizes the Company, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company gives Parent notice (which may be revoked by the Company by a subsequent notice to that effect) in writing that it intends to enter into such an agreement, specifying the material terms and conditions of such Superior Proposal and the identity of the Potential Acquiror, provided that the Board of Directors may only take those actions if it has determined, in good faith after consultation with its financial advisor and based on the advice of its outside counsel, that doing so is necessary in order for the directors to comply with their fiduciary duties under applicable law, (ii) Parent does not make, within three business days of receipt of the Company's written notification of its intention to enter into a binding agreement providing for the Superior Proposal, an offer that is at least as favorable from a financial point of view, to the stockholders of the Company as the Superior Proposal and (iii) the Company prior to or concurrently with such termination pays to Parent in immediately available funds the Termination Fee (as defined in Section 8.01(b));

        (e)   prior to the Acceptance Date by Parent, if (i) the Board of Directors of the Company shall have failed to recommend, or shall have withdrawn, adversely modified or adversely amended in any material respect its approval or recommendation of the Offer, the Merger or this Agreement to the Company's stockholders, it being understood that disclosure of the existence of and the material terms and conditions of any Acquisition Proposal that is not being recommended by the Board of Directors of the Company, shall not be considered to be a withdrawal, adverse modification or adverse amendment in any material respects of such approval or recommendation, or (ii) there shall have been a material breach of Section 5.03;

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        (f)    by either Parent or the Company if (i) the Acceptance Date shall not have occurred on or before December 31, 2003; provided that the right to terminate this Agreement under this Section 7.01(f) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Acceptance Date to occur on or before such date or (ii) if there shall be any law or regulation or any governmental entity shall have issued an order, injunction or other decree or ruling or taken any other action permanently enjoining, restraining, making illegal or otherwise prohibiting the payment for the Company Common Stock pursuant to the Offer and/or Merger and that order, injunction, decree or ruling or other action shall have become final and nonappealable; or

        (g)   by the Company if Parent or Merger Sub shall have failed to commence the Offer in accordance with the Section 1.01; provided, however, that the Company may not terminate this Agreement pursuant to this Section 7.01(g) if such failure to have commenced the Offer shall have been caused by (i) the Company's failure to perform any of its obligations under this Agreement, (ii) facts or circumstances that constitute a breach of any representation or warranty of the Company under this Agreement or (iii) the occurrence of any of the events specified in any of paragraphs (a) through (g) of Exhibit A.

        The party desiring to terminate this Agreement pursuant to any clause of this Section 7.01 (other than pursuant to Section 7.01(a)) shall give notice of that termination to the other party.

ARTICLE VIII

MISCELLANEOUS

        Section 8.01.    Effect of Termination.    (a) In the event of termination of this Agreement by either Parent and/or the Company prior to the Acceptance Date pursuant to the provisions of Section 7.01, this Agreement shall forthwith become void, and there shall be no liability or further obligation on the part of the Company, Parent, Merger Sub, their respective Affiliates or their respective officers or directors (except as set forth in any of this Article VIII, in the second sentence of Section 5.04 and in Section 5.10, all of which shall survive the termination). Nothing in this Section 8.01 shall relieve any party from liability for any (i) willful or material breach of any covenant or agreement of such party contained in this Agreement or (ii) willful failure of that party to fulfill a condition to the performance of the obligations of the other party.

        (b)   In the event that this Agreement is terminated by Parent pursuant to Section 7.01(e)(ii) prior to the Company Meeting, and within 12 months after any such termination the Company enters into a definitive agreement with respect to or consummates a transaction that constitutes an Acquisition Proposal (whether or not with the same Potential Acquiror with respect to which the Company committed a material breach of Section 5.03, then the Company shall promptly, but in no event later than two days after the date of entering into (or, if earlier, consummating) such agreement or transaction, as applicable, pay Parent a termination fee of $4,000,000 the ("Termination Fee") by wire transfer of same day funds.

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        (c)   In the event that this Agreement is terminated by the Company pursuant to Section 7.01(d) or by Parent pursuant to Section 7.01(e)(i), the Company shall, in the case of termination by the Company, prior to or concurrently with such termination, and in the case of termination by Parent, promptly but in no event later than two days after the date of such termination, pay Parent the Termination Fee by wire transfer of same day funds.

        (d)   If this Agreement is terminated pursuant to Section 7.01(f)(i) and prior to any such termination:

          (i)  any Potential Acquiror shall have publicly announced an intention to make or actually makes an Acquisition Proposal (whether or not conditional) and, within 12 months after any such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to or consummates a transaction constituting an Acquisition Proposal (whether or not with the same Potential Acquiror), then the Company shall promptly, but in no event later than two days after the date of entering into (or, if earlier, consummating) that agreement or transaction, as applicable, pay Parent the Termination Fee by wire transfer of same day funds; or

         (ii)  any third party to the Litigation shall have publicly announced an intention to make or actually makes any proposal or offer with respect to any Settlement Decision (whether or not conditional) and, within 12 months after any such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Settlement Decision, then the Company shall, by wire transfer of same day funds, pay Parent the Termination Fee and also reimburse Parent for all reasonable and documented out-of-pocket expenses incurred by or on behalf of Parent in connection with the due diligence investigation of the Company and its subsidiaries and the negotiation and performance of this Agreement and the CVR Agreement and the taking of all actions contemplated by or in connection with any such agreement up to a maximum possible amount of such expenses of $2,000,000. The Company shall pay that Termination Fee promptly, but any event within two days after the date of entering into any such agreement, and it shall so reimburse Parent promptly (but in any event within three business days) after being invoiced therefor.

        (e)   The Company acknowledges that the agreements contained in this Section 8.01 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not enter into this Agreement or the CVR Agreement. Accordingly, if the Company fails promptly to pay any Termination Fee (or reimburse any expenses) due to Parent pursuant to this Section 8.01, it shall also pay any costs and expenses incurred by or on behalf of Parent or Merger Sub in connection with any legal action(s) to enforce this Section 8.01.

        Section 8.02.    Non-Survival of Representations and Warranties.    No representations or warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Acceptance Date, with respect to representations and warranties of the Company, or the Effective Time with respect to representations and warranties of Parent and Merger Sub. This Section 8.02 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after such time.

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        Section 8.03.    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail (return receipt requested) or sent via facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Parent or Merger Sub, to:

Gingko Corporation
c/o Symphony Technology Group
4015 Miranda Avenue
2nd Floor
Palo Alto, California 94304
Attention: Managing Partner
Facsimile: (650) 935-9501

with copies to:

Symphony Technology Group
4015 Miranda Avenue
2nd Floor
Palo Alto, California 94304
Attention: Managing Partner
Facsimile: (650) 935-9501

Tennenbaum Capital Partners, LLC
11100 Santa Monica Boulevard, Suite 210
Los Angeles, California 90025
Attention: Michael Tennenbaum
Facsimile: (310) 566-1010

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Jeff Berman
                  John D. Amorosi
Facsimile: (212) 450-3800

Gibson Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, CA 90071
Attention: Cromwell Montgomery
                  Dhiya El-Saden
Facsimile: (213) 229-6076

If to the Company, to:

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Information Resources, Inc.
150 North Clinton Street
Chicago, Illinois 60661
Attention: General Counsel
Facsimile: (312) 726-1091

with a copy to:

Winston & Strawn
35 W. Wacker Drive
Chicago, Illinois 60601
Attention: Terrence R. Brady
Facsimile: (312) 558-5700

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

        Section 8.04.    Interpretation.    The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, unless a contrary intention appears, (i) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision and (ii) reference to any Article or Section means such Article or Section hereof. No provision of this Agreement shall be interpreted or construed against any party hereto solely because such party or its legal representative drafted such provision. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

        Section 8.05.    Miscellaneous.    This Agreement (including the documents and instruments referred to herein) shall not be assigned by operation of law or otherwise except that (a) Merger Sub may assign its rights and obligations under this Agreement to any other wholly-owned Subsidiary of Parent and (b) with the prior written consent of the Company (which shall not be unreasonably withheld or delayed), Parent may assign its rights and obligations under this Agreement to any other Person that is an Affiliate of Symphony and Tennenbaum; provided that, in connection with any such assignment, Parent also assigns to the assignee Parent's rights and obligations under the Commitment Letters and the issuers of such Commitment Letters shall have consented in writing to such assignment. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

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        Section 8.06.    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

        Section 8.07.    Amendments; Extensions.    (a) This Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors at any time; provided that, (i) after the Acceptance Date, (A) no amendment shall be made which decreases the Merger Consideration and (B) any such amendment will require the Independent Director Approval contemplated by Section 1.03 and (ii) after the Company Stockholder Approval has been obtained (if required by the DGCL), there shall be made no amendment that by law requires further approval by stockholders of the Company without the further approval of such stockholders. This Agreement may not be amended or waived except by an instrument in writing signed (in the case of an amendment) by each of the parties hereto or (in the case of a waiver) by the party(ies) against whom the waiver is to be effective.

        (b)   At any time prior to the Effective Time, by action taken or authorized by (i) the respective Boards of Directors of the parties hereto (which after the Acceptance Date will require, with respect to the Company, the Independent Director Approval contemplated by Section 1.03), the parties hereto may, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties hereto and (ii) its Board of Directors (which after the Acceptance Date will require, with respect to the Company, the Independent Director Approval contemplated by Section 1.03), any party(ies) hereto may waive (A) any inaccuracies in the representations and warranties of any other party(ies) contained herein or in any document delivered pursuant hereto or (B) compliance by any other party(ies) with any of the covenants or agreements of such other party(ies) or any conditions contained in this Agreement (including, for the sake of clarity, Exhibit A hereto) to the performance of any of its or their obligations hereunder; provided that after the Company Stockholder Approval has been obtained (if required by the DGCL), there shall be made no waiver that by law requires further approval by stockholders of the Company without the further approval of such stockholders. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. The failure or delay of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. Additionally, no single or partial exercise of any right shall preclude any other or further exercise of that right or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law.

        Section 8.08.    Entire Agreement.    This Agreement, the CVR Agreement and the Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any Person (other than the parties hereto) any rights or remedies hereunder except for the provisions of Section 5.12, which are intended for the benefit of the Indemnified Parties.

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        Section 8.09.    Severability.    If any term or other provision of this Agreement is held by a court or other Governmental Agency of competent jurisdiction to be invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

        Section 8.10.    Specific Performance; Limitation on Damages.    The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedies at law or in equity. IN NO EVENT SHALL ANY PARTY BE LIABLE IN RESPECT OF THIS AGREEMENT FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL DAMAGES, OTHER THAN THOSE CONSEQUENTIAL DAMAGES THAT WERE REASONABLY FORESEEABLE AS OF THE DATE OF THIS AGREEMENT (BUT EXCLUDING, IN ALL CASES, DAMAGES IN THE FORM OF GOODWILL, LOST FUTURE PROFITS AND LOST CUSTOMERS).

        Section 8.11.    No Admission.    Nothing herein, including Section 4.11, shall be deemed an admission by the Company, in any action or proceeding by or on behalf of a third-party, that such third-party is not in breach or violation of, or in default in, the performance or observance of any term or provision of any contract.

        Section 8.12.    Jurisdiction.    The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the Confidentiality Agreement or the CVR Agreement or the transactions contemplated hereby or thereby shall be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.03 shall be deemed effective service of process on such party.

        Section 8.13.    WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

INFORMATION RESOURCES, INC.
By:	/s/  JOSEPH DURRETT
	Name:	Joseph Durrett
	Title:	Chief Executive Officer
GINGKO CORPORATION
By:	/s/  WILLIAM CHISHOLM
	Name:	William Chisholm
	Title:	Executive Vice President
GINGKO ACQUISITION CORP.
By:	/s/  WILLIAM CHISHOLM
	Name:	William Chisholm
	Title:	Executive Vice President

EXHIBIT A

CONDITIONS OF THE OFFER

        Notwithstanding any other term of the Offer or the Agreement, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Merger Sub's obligation to pay for or return tendered shares of Company Common Stock promptly after the termination or withdrawal of the Offer), to pay for any shares of Company Common Stock tendered pursuant to the Offer, unless (i) there shall have been validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Company Common Stock which, when added together with all other shares of Company Common Stock owned by Parent and its subsidiaries, would represent at least a majority of the outstanding Company Common Stock (determined on a fully diluted basis for all outstanding stock options and any other rights (other than Company Rights, if such Company Rights are not at such time exercisable) to acquire Company Common Stock outstanding on the date of purchase) (the "Minimum Tender Condition"), (ii) any requisite waiting period under the HSR Act applicable to the purchase of shares of Company Common Stock pursuant to the Offer or to the Merger shall have been terminated or shall have expired, and (iii) the applicable waiting periods under the Foreign Antitrust Laws shall have been terminated or shall have expired. Furthermore, notwithstanding any other term of the Offer or this Agreement, Merger Sub shall not be required to accept for payment or, subject as aforesaid, to pay for any shares of Company Common Stock not theretofore accepted for payment or paid for, if, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, any of the following conditions exists:

        (a)   there shall have been entered, enforced or issued by any Governmental Agency of competent jurisdiction any judgment, order, injunction or decree that (i) makes illegal, restrains or prohibits, or imposes any material limitation on, the making of the Offer, the acceptance for payment of, or payment for, any shares of Company Common Stock by Parent or Merger Sub, or the consummation of the Merger, (ii) prohibits, or imposes any material limitation on, the ownership, control or operation by Parent or any of its Subsidiaries of the Company or any of its material Subsidiaries or assets; or (iii) renders the CVR Agreement unenforceable in any material respect;

        (b)   there shall have been any statute, rule, regulation, legislation or interpretation enacted, enforced, promulgated, amended or issued by any Governmental Agency or deemed by any Governmental Agency applicable to (i) Parent, the Company or any subsidiary or Affiliate of Parent or the Company or (ii) any transaction contemplated by this Agreement or by the CVR Agreement, other than the HSR Act and any Foreign Antitrust Laws which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in any of clauses (i), (ii) or (iii) of paragraph (a) above;

        (c)   the representations and warranties of the Company contained in this Agreement (excluding, for the purpose of this condition only, any qualifications contained therein with respect to materiality or Company Material Adverse Effect) shall not be true and

correct as of such time (as if made at and as of such time), except for such failures to be true and correct that, whether individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect;

        (d)   the Company shall have failed to perform in any material respect any material obligation required to be performed by it at or prior to such time under this Agreement;

        (e)   no change or development shall have occurred in the business, financial condition or results of operations of the Company or any of its Subsidiaries, and no fact or circumstance that occurred or arose after December 31, 2002 shall become known to Parent for the first time after the date of this Agreement, that, whether individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect; or

        (f)    this Agreement shall have been terminated in accordance with its terms.

        The foregoing conditions are for the sole benefit of Merger Sub and Parent and may be asserted by Merger Sub or Parent regardless of the circumstances giving rise to such condition or may be waived by Merger Sub and Parent in whole or in part at any time and from time to time in their reasonable discretion. The failure by Parent, Merger Sub or any other affiliate of Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

        Any capitalized term that is used, but not defined, in this Exhibit A has the meaning that is assigned to that term in the Agreement to which this Exhibit is attached.

EXHIBIT B

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

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TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
CONDITIONS OF THE OFFER
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

EX-99.(D)(2)

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Exhibit 99.(d)(2)

CONTINGENT VALUE RIGHTS AGREEMENT

        This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of             , 2003 (this "Agreement"), is entered into by and among RIVER, Inc. a Delaware corporation ("River") Parent Corporation, a                          corporation, ("Parent") and River Acquisition Corp., a Delaware corporation ("Merger Sub"), and                         ,                         ,                         , and                          (individually, a "Rights Agent" and collectively, the "Rights Agents").

RECITALS:

        WHEREAS, River, Parent, and Merger Sub have entered into an Agreement and Plan of Merger dated as of June             , 2003 (the "Merger Agreement"), pursuant to which at the Effective Time River and Merger Sub will be merged with River continuing as the Surviving Corporation;

        WHEREAS, upon consummation of the Merger, River will become a wholly-owned subsidiary of Parent;

        WHEREAS, the consideration that shall be paid by Parent pursuant to the Merger Agreement includes contingent value rights as hereinafter described; and

        WHEREAS, all things necessary have been done to make the contingent value rights, when issued pursuant to the Merger Agreement and hereunder, the valid obligations of Parent and to make this Agreement a valid agreement of the Parent, in accordance with its terms, and to ensure that payment in the form of such contingent value rights will not require registration under the Securities Act.

        NOW, THEREFORE, for and in consideration of the premises and the consummation of the transactions referred to above, it is mutually covenanted and agreed as follows:

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

        Section 1.1    Definitions.    

        (a)   For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

          (i)  the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

         (ii)  all accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term "generally accepted accounting principles"

means such accounting principles as are generally accepted in the United States at the time of any computation;

        (iii)  the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and

        (iv)  unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting natural Persons shall include corporations, partnerships and other Persons and vice versa.

        (b)   Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement. The following additional terms shall have the meanings ascribed to them as follows:

        "Act," when used with respect to any Holder, has the meaning specified in Section 1.2.

        "Affiliate" of a Person means a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned Person.

        "After-Tax Litigation Proceeds" with respect to any Litigation Proceeds means (i) the amount of such Litigation Proceeds less (ii) the Assumed Tax Liability with respect to such Litigation Proceeds.

        "Assumed Tax Liability" with respect to any Litigation Proceeds means an amount equal to the product of (i) Assumed Tax Rate times (ii) the amount of such Litigation Proceeds.

        "Assumed Tax Rate" shall mean 34%.

        "Board of Directors" means the board of directors of the Parent.

        "Board Resolution" means a copy of a resolution certified by the secretary or an assistant secretary of the Parent to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Rights Agents.

        "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in Chicago, Illinois are authorized or obligated by law or executive order to remain closed.

        "Cash Equivalents" means (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition, (b) certificates of deposit with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any commercial bank organized and in existence under the laws of the United States and having capital and surplus in excess of $500 million, (c) repurchase obligations with a term of not more than seven days for

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underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above, (d) commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings Services and in each case maturing within 180 days after the date of acquisition, (e) investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation organized and in existence under the laws of the United States or any foreign country recognized by the United States with a rating at the time as of which any investment therein is made of "P-1" (or higher) according to Moody's Investor Service, Inc. or "A-1" (or higher) according to Standard & Poor's Ratings Services, and (f) money market mutual funds substantially all of the assets of which are of the type described in the foregoing clauses (a) through (e) above.

        "Cash Proceeds" means all compensation, damages, penalties, interest and other payments in the form of cash or Cash Equivalents, if any, recovered or received by River and the River Subsidiaries or any of their Affiliates as a result of the Litigation, whether such compensation, damages, penalties, interest or other payments are recovered or received pursuant to court order at trial or upon appeal or pursuant to the terms of any settlement agreement.

        "Claims Expenses" means the sum of all direct expenses paid after the date of the Merger Agreement by the Parent, River, River Subsidiaries and their Affiliates (i) including any amounts paid to or on behalf of the Rights Agents pursuant to Section 3.4 of this Agreement but (ii) excluding (A) contingency fees paid in exchange for services provided by outside counsel in connection with prosecuting the Litigation and (B) any payment of Firm Expenses.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Commission" means the Securities and Exchange Commission of the United States of America.

        "Compliance Commitments" shall mean any Non-Cash Proceeds that provide River, River Subsidiaries, and their Affiliates with no substantial benefits or protections other than the benefits and protections to which they are entitled under applicable law.

        "Control" (including the terms "controlled", "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock, including the power to dispose of or vote such stock, as trustee or executor, by contract or otherwise.

        "CVR Payment Amount" for each CVR on any CVR Payment Date equals the quotient of the Aggregate CVR Payment Amount for such CVR Payment Date divided by the total number of CVRs outstanding on such CVR Payment Date. The "Aggregate CVR Payment Amount" for any CVR Payment Date equals the quotient of (A) the Preliminary CVR Payment Amount for such CVR Payment Date divided by (B) the sum of (i) 100 percent plus (ii) the product of (I) the CVR Percentage multiplied by (II) the William Blair Fee Percentage. "Preliminary CVR Payment Amount" for any CVR Payment Date equals (before any adjustments required under Section 5.1(f)(ii)) (x) the CVR Percentage times the amount of Litigation Proceeds actually

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received by River and the River Subsidiaries or their Affiliates, minus (y) the CVR Percentage times the Assumed Tax Liability with respect to all Litigation Proceeds actually received through the date of the Litigation Proceeds Certificate applicable to such CVR Payment Date; provided, however, the Preliminary CVR Payment Amount for the Last CVR Payment Date shall be increased by the amount by which the Claims Expenses are less than $10,000,000.

        "CVR Payment Date" means any date that any CVR Payment Amount is paid by the Parent to the Holders, which shall be established pursuant to Section 2.5(a).

        "CVR Percentage" means 60%; provided that if the Merger Agreement is terminated after the Acceptance Date but prior to the Effective Time, the CVR Percentage shall be 60% times the quotient of (i) the number of shares of Company Common Stock that were accepted for payment pursuant to the Offer divided by (ii) the sum of (A) number of shares of Company Common Stock outstanding immediately prior to commencement of the Offer (including any shares of Restricted Stock) plus (B) the number of shares of Company Common Stock that would be acquired upon exercise of all of the Company Options which would have been paid amounts under Section 2.10 of the Merger Agreement if the Merger had been completed.

        "CVR Register" and "CVR Registrar" have the respective meanings specified in Section 2.3(b).

        "CVRs" means the contingent value rights to be issued by the Parent pursuant to the Merger Agreement and this Agreement.

        "Escrow Agreement" means any agreement entered into with an escrow agent pursuant to Section 5.1(e) on terms that are acceptable to a majority of the Rights Agents.

        "Firm Expenses" has the meaning specified in Section 2.4(e) of this Agreement.

        "Holder" means a Person in whose name a CVR is registered in the CVR Register.

        "Independent Rights Agent" means such person that is selected within 15 days following the first issuance of the CVR by a majority of the Rights Agents (other than the Independent Rights Agent). Once selected, the Independent Rights Agent shall be joined to this Agreement pursuant to an agreement reasonably acceptable to the majority of the Rights Agents (other than the Independent Rights Agent), River, Parent, and the Independent Rights Agent.

        "Last CVR Payment Date" shall mean the last date on which a CVR Payment is to made under this Agreement (or the date on which it is determined that no CVR Payment shall be made pursuant to this Agreement).

        "Litigation" means the litigation and claims that River and the River Subsidiaries have filed or asserted as described on Exhibit A to this Agreement and any amendments thereto and any similar future lawsuits, claims or appeals brought by the Parent, River, the River Subsidiaries or their Affiliates related to such matters or arising out of the conduct involved in such litigation and claims.

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        "Litigation Proceeds" means the (A) sum of (i) any and all Cash Proceeds plus (ii) the fair market value of any and all Non-Cash Proceeds (as determined pursuant to Section 2.4 or 5.1(b), as applicable) less (B) any contingency fees paid for services provided by outside counsel in connection with prosecuting the Litigation.

        "Litigation Proceeds Certificate" has the meaning specified in Section 2.4(a) of this Agreement.

        "Merger Agreement" has the meaning set forth in the recitals to this Agreement.

        "Non-Cash Proceeds" means all compensation, damages, penalties, interest, agreements, commitments, undertakings and other benefits and protections (whether provided by contract, court order or applicable law and including, without limitation, Compliance Commitments (having a fair market value of zero in accordance with Section 2.4(a))) not in the form of cash or Cash Equivalents, if any, recovered or received by River or the River Subsidiaries or any of their Affiliates as a result of the Litigation, whether such compensation, damages, penalties, interest, agreements, commitments, undertakings or other benefits or protections are recovered or received pursuant to court order at trial or upon appeal or pursuant to the terms of any settlement agreement.

        "Officer's Certificate" means a certificate signed by the chairman of the Board of Directors or the president, any vice president, the controller, the treasurer, the secretary or any assistant secretary, in each case of the Parent, in his or her capacity as such an officer, and delivered to the Rights Agents.

        "Opinion of Counsel" means a written opinion of counsel, who shall be selected by a majority of the Rights Agents.

        "Parent" has the meaning set forth in the first paragraph of this Agreement.

        "Parent Rights Agents" means                          and                          and their respective successors pursuant to the applicable provisions of this Agreement.

        "Person" means any individual, corporation, partnership, joint venture, limited liability Parent, business trust, association, joint-stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof.

        "Resolution" has the meaning specified in Section 2.4(e) of this Agreement.

        "Rights Agent" means one of the Persons named as the "Rights Agents" in the first paragraph of this Agreement or the Independent Rights Agent, until a successor Rights Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter "Rights Agent" shall mean such successor Rights Agent.

        "River Rights Agents" means                          and                          and their respective successors pursuant to the applicable provisions of this Agreement.

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        "Settlement Decision" means any decision to grant consent to the settlement of any aspect or portion of the Litigation or otherwise to dismiss with prejudice any claim of River or a River Subsidiary against any party in the Litigation (and any other determination specified in Section 5.1(b) relating to such a decision).

        "Strategic Decision" means, with respect to the Litigation, any decision that involves the appeal of any aspect of the case (whether after a verdict or on a interlocutory basis), the addition of any claim or party, changing legal counsel or the basis for payment of attorney's fees, any admission of liability with respect to any claim against River in the Litigation, or any other proposed decision or determination that in the opinion of outside counsel representing River and River Subsidiaries in the Litigation would represent a material change or development in strategy with respect to the Litigation and result in a substantial likelihood that the recovery or receipt by River and River Subsidiaries of any amount of Litigation Proceeds (whether pursuant to a court order at trial or upon appeal or pursuant to the terms of any settlement agreement) will be delayed; provided, however, a Strategic Decision shall not include any action that constitutes (in whole or in part) a Settlement Decision.

        "Subsidiary" when used with respect to any Person means any corporation or other organization, whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, or any organization of which such Person is a general partner.

        "Surviving Person" has the meaning set forth in Section 7.1(a)(1).

        "William Blair Fee Percentage" shall mean 0.84375%.

        Section 1.2    Acts of Holders.    

        (a)   Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments, executed by the requisite percentage of the Holders in accordance with this Agreement, are delivered to one or more Rights Agents and, where it is hereby expressly required, to the Parent. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Unless otherwise expressly provided to the contrary herein, the Act of the Holders of a majority of the outstanding CVRs shall constitute the Act of the Holders.

        (b)   The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner that the Rights Agents deem sufficient.

        (c)   The ownership of CVRs shall be proved by the CVR Register.

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        Section 1.3    Notices to Rights Agents and Parent.    Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Agreement to be made upon, given or furnished to, or filed with:

        (a)   the Rights Agents by any Holder or the Parent shall be sufficient for every purpose hereunder if in writing and delivered personally, or mailed first-class postage prepaid or sent by a nationally recognized overnight courier to the Rights Agents addressed to them at                         , or at any other address previously furnished in writing to the Holders and the Parent by the Rights Agents; or

        (b)   the Parent by the Rights Agents or by any Holder shall be sufficient for every purpose hereunder if in writing and delivered personally, telecopied or mailed first-class postage prepaid or sent by a nationally recognized overnight courier to the Parent addressed to it at                          or at any other address previously furnished in writing to the Rights Agents and the Holders by the Parent.

        Section 1.4    Notice to Holders.    Where this Agreement provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his, her or its address as it appears in the CVR Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.

        Section 1.5    Effect of Headings.    The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

        Section 1.6    Successors and Assigns.    All covenants and agreements in this Agreement by the Parent shall bind its successors and assigns, whether so expressed or not.

        Section 1.7    Benefits of Agreement.    Nothing in this Agreement, express or implied, shall give to any Person (other than the parties hereto, the Holders and their successors and permitted assigns hereunder) any benefit or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Holders and their successors and permitted assigns.

        Section 1.8    Governing Law.    This Agreement and the CVRs shall be governed by and construed in accordance with the laws of the State of Delaware.

        Section 1.9    Legal Holidays.    In the event that a CVR Payment Date shall not be a Business Day, then (notwithstanding any provision of this Agreement to the contrary) any payment required to be made in respect of the CVRs on such date need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the applicable CVR Payment Date.

        Section 1.10    Severability Clause.    In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any

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respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible.

        Section 1.11    Counterparts.    This Agreement may be signed in any number of counterparts, each of which shall be deemed to constitute but one and the same instrument.

        Section 1.12    Effectiveness.    This Agreement shall be effective from and after the first issuance of CVRs in payment for shares of Company Common Stock pursuant to the Offer. This Agreement shall be deemed terminated and of no force or effect, and the parties hereto shall have no liability hereunder, if the Merger Agreement is terminated in accordance therewith prior to the Acceptance Date.

        Section 1.13    Entire Agreement.    This Agreement and the Merger Agreement represent the entire understanding of the parties hereto with reference to the transactions and matters contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements hereto made except for the Merger Agreement. If and to the extent that any provision of this Agreement is inconsistent or conflicts with the Merger Agreement, this Agreement shall govern and be controlling.

ARTICLE II
CONTINGENT VALUE RIGHTS

        Section 2.1    Issuance of CVRs.    The CVRs shall be issued pursuant to the Offer and the Merger at the times and in the manner set forth in the Merger Agreement.

        Section 2.2    Nontransferable.    The CVRs shall not be assignable or otherwise transferable by Holders, except by will, upon death or by operation of law.

        Section 2.3    No Certificate; Registration; Registration of Transfer; Change of Address.    

        (a)   The CVRs shall not be evidenced by a certificate or other instrument.

        (b)   The Parent shall cause to be kept at the Parent's principal office a register (the register maintained in such office and in any other office designated pursuant to this Section 2.3 being herein sometimes referred to as the "CVR Register") in which the Parent shall provide for the registration of CVRs. The Secretary of the Parent is hereby initially appointed "CVR Registrar" for the purpose of registering CVRs and transfers of CVRs as herein provided.

        (c)   Subject to the restriction on transferability set forth in Section 2.2, every request made to the Parent to transfer a CVR must be in writing and accompanied by a written instrument of transfer in form reasonably satisfactory to the Parent and the CVR Registrar, duly executed by the Holder thereof, his attorney duly authorized in writing, personal representative or survivor and setting forth in reasonable detail the circumstances relating to the transfer. Upon

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receipt of such written notice by the Parent, the CVR Registrar shall, subject to his reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein, register the transfer of the CVRs in the CVR Register. All transfers of CVRs registered in the CVR Register shall be the valid obligations of the Parent, evidencing the same right, and shall entitle the transferee to the same benefits and rights under this Agreement, as those held by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register and any transfer not duly registered in the CVR Register will be void ab initio.

        (d)   A Holder may make a written request to the CVR Registrar or the Parent to change such Holder's address of record in the CVR Register. The written request must be duly executed by the Holder. Upon receipt of such written notice by the CVR Registrar or the Parent, the CVR Registrar shall promptly record the change of address in the CVR Register.

        Section 2.4    Payment Procedures.    

        (a)   As promptly as practicable but in no event later than 30 days after each receipt by River or the River Subsidiaries or any of their Affiliates of any Litigation Proceeds (other than Litigation Proceeds received as a result of a Settlement Decision) or after a determination that no Litigation Proceeds shall be received, the Parent shall deliver to the Rights Agents a certificate (the "Litigation Proceeds Certificate") setting forth in reasonable detail (i) the amount of any Cash Proceeds received by River or the River Subsidiaries or their Affiliates, if any, (ii) a detailed description of Non-Cash Proceeds received by the River or the River Subsidiaries or their Affiliates, if any, (iii) the fair market value of any Non-Cash Proceeds and the methodology used, and calculations made, to determine such fair market value (it being understood that fair market value shall be determined on an arm's-length basis and without regard to any liens or other encumbrances on the Non-Cash Proceeds granted or created by Parent, River, the River Subsidiaries, or their Affiliates and that Compliance Commitments shall have a fair market value of zero), (iv) an itemized list in reasonable detail of the Claims Expenses incurred to date and any Claim Expenses reasonably expected to be incurred before the Last CVR Payment Date, (v), the calculation of the Preliminary CVR Payment Amount and CVR Payment Amount, if any, through the date of such Litigation Proceeds Certificate, (vi) any assumptions underlying the determination of any item used in making the necessary calculations for such calculations, and (vii) any financial or other documentation reasonably necessary to sufficiently support such calculations.

        (b)   Within 30 days of delivery of the Litigation Proceeds Certificate, each Rights Agent (other than the Independent Rights Agent) shall give written notice to Parent and each other Rights Agent specifying whether he or she agrees with or objects (a "Notice of Agreement" and a "Notice of Objection", respectively) to the Litigation Proceeds Certificate, and the CVR Payment Amount.

        (c)   If all of the Rights Agents (other than the Independent Rights Agent) delivers a Notice of Agreement and any CVR Payment Amount is payable, the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a).

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        (d)   If any of the Rights Agents (other than the Independent Rights Agent) delivers a Notice of Objection within such 30-day period, the Parent shall continue to hold the amount of cash equal to the CVR Payment Amount in a separate bank account invested in Cash Equivalents until a Resolution is obtained pursuant to the procedures set forth in Section 2.4(e). Any interest generated by such investments or accretions in value resulting from such investments shall be for the benefit of the Holders and shall be used to pay expenses incurred on their behalf, if any, or paid out together with the CVR Payment Amount.

        (e)   Any Rights Agent (other than the Independent Rights Agent) that delivers a Notice of Objection shall as promptly as practicable following delivery of such Notice of Objection deliver to the Parent a certificate (a "Rights Agent Objection Certificate") setting forth in reasonable detail each of the objections to the calculations, valuations, methodologies, lists, computations, assumptions and other information, including, without limitation, the fair market value of any Non-Cash Proceeds (collectively, the "Determinations") that such Rights Agent has to the applicable Litigation Proceeds Certificate. If none of the other Rights Agents (other than the Independent Rights Agent) agrees with such Rights Agent's objections to such Litigation Proceeds Certificate, then the CVR Payment Amount shall be as set forth in such Litigation Proceeds Certificate and the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). If within ten days of the delivery of the Rights Agents Objection Certificate, any other Rights Agent agrees, in whole or in part, with the Rights Agent Objection Certificate, the Rights Agents shall submit the portions of the Determinations set forth in the Litigation Proceeds Certificate that are in dispute to a mutually agreed upon independent public accounting firm of national standing that shall have expertise in the valuation of assets and properties (the "Firm"). If a majority of the Rights Agents cannot agree upon the Firm, then the Firm shall be                         . The Firm shall be instructed to determine whether the Determinations set forth in the Litigation Proceeds Certificate that are in dispute are correct in all material respects. If the Firm determines that such Determinations are correct, the CVR Payment Amount shall be as set forth in the Litigation Proceeds Certificate, and each Rights Agent shall be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate and the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a). If the Firm determines that any of the Determinations set forth in the Litigation Proceeds Certificate are incorrect in any respect (whether or not material), the Firm's resulting calculation of the CVR Payment Amount shall be binding on all parties hereto (the "Resolution") and the Parent, upon notice of such Resolution, shall set a CVR Payment Date in accordance with Section 2.5(a). If the Resolution results in the CVR Payment Amount determined by the Parent to be less than the CVR Payment Amount determined by the Firm, the CVR Payment Amount payable to Holders shall be increased by the interest on such differential calculated from the date 45 days after delivery of the Litigation Proceeds Certificate at an interest rate equal to the average rate actually earned on the CVR Payment Amount determined by the Parent and invested in Cash Equivalents pursuant to Section 2.4(d). All costs and expenses billed by the Firm in connection with the performance of its duties described herein ("Firm Expenses") shall be paid by the Parent; provided, however, that if no Parent Rights Agents object to the Litigation Proceeds Certificate and Parent's determination of the CVR Payment Amount is:

          (i)  greater than or equal to 95% of the CVR Payment Amount determined by the Firm, then 100% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent;

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         (ii)  greater than or equal to 85% of the CVR Payment Amount determined by the Firm, but less than 95% of the CVR Payment Amount determined by the Firm, then 50% of the Firm Expenses shall be deducted from the CVR Payment Amount and applied to reimburse the Parent; or

        (iii)  less than 85% of the CVR Payment Amount determined by the Firm, then the Parent shall not be reimbursed for any portion of the Firm Expenses.

        (f)    If any Rights Agent does not deliver a Notice of Agreement or a Notice of Objection to the Litigation Proceeds Certificate within the 30-day period described above, such Rights Agent shall be deemed to have delivered a Notice of Agreement with respect to such Litigation Proceeds Certificate.

        (g)   Any Litigation Proceeds received after the Acceptance Date but prior to the Effective Time shall, for all purposes under the Agreement, be deemed to have been received on the Closing Date. If the Merger Agreement is terminated after the Acceptance Date but prior to the Effective Time, any Litigation Proceeds received after the Acceptance Date but prior to such termination shall, for all purposes under the Agreement, be deemed to have been received on the date of such termination.

        (h)   Notwithstanding the foregoing, the provisions of this Section 2.4 (other than Section 2.4(g) and the definition of Litigation Proceeds Certificate) shall not apply to any Litigation Proceeds Certificate received as a result of a Settlement Decision.

        Section 2.5    Payments on CVRs.    

        (a)   If any CVR Payment Amount is determined to be payable in accordance with Section 2.4 or Section 5.1(b), the Parent shall establish a CVR Payment Date with respect to such CVR Payment Amount that is within 15 days following the date on which it is determined that a CVR Payment Amount is payable. On such CVR Payment Date, the Parent shall then promptly cause the CVR Payment Amount to be delivered to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such CVR Payment Date.

        (b)   In the event that River and the River Subsidiaries or their Affiliates receive payments of Litigation Proceeds on more than one date, then the CVR Payment Amount with respect to any such Litigation Proceeds shall be paid with respect to each such receipt of Litigation Proceeds and the procedures described in Section 2.4 and Section 2.5(a) shall apply to each such receipt of Litigation Proceeds. Subject to the required adjustment for the Last CVR Payment Date as required under the definition of CVR Payment Amount, the calculation of the CVR Payment Amount following the calculation of the initial CVR Payment Amount shall be made on a cumulative basis to reflect the receipt of all Litigation Proceeds, the prior payment of any CVR Payment Amounts and the calculation of all Assumed Tax Liabilities from the date of this Agreement to the date of determination of each such subsequent CVR Payment Amount (it being understood, however, that in no event shall the Holders be obligated or required to refund

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to the Parent or any of its Affiliates any portion of any CVR Payment Amount previously paid to the Holders).

        (c)   The determination by the Parent and the Rights Agents of any CVR Payment Amount pursuant to the procedures set forth in Section 2.4, absent a mathematical error, shall be final and binding on the Parent and each Holder.

        (d)   Except in the specific cases specified in this Agreement, no interest shall accrue on any amounts payable on the CVRs to any Holder.

        (e)   The Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the CVR Payment Amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made.

ARTICLE III
THE RIGHTS AGENTS

        Section 3.1    Certain Duties and Responsibilities.    

        (a)   The Rights Agents undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Rights Agents shall exercise such of the rights and powers vested in them by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided, however, that the Rights Agents shall not be liable for any acts or omissions except to the extent that the Rights Agents have engaged in willful misconduct or bad faith.

        (b)   No provision of this Agreement shall be construed to relieve the Rights Agents from liability for their own willful misconduct or bad faith, except that no provision of this Agreement shall require the Rights Agents to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder or in the exercise of any of their rights or powers.

        (c)   The Rights Agents shall have the sole power and duty to direct and supervise all matters involving the Litigation (including trial strategy and planning and settlement strategy) on behalf of Parent, River, and the River Subsidiaries; provided that all decisions and determinations with respect to the Litigation (including, without limitation, any Settlement Decision or Strategic Decision) shall be made in accordance with Section 5.1(b) hereof. Either one or both of the River Rights Agents (as they may mutually decide in their discretion) shall have primary responsibility for the day-to-day direction and supervision of the Litigation and may, without the approval of any of the Parent, River, the River Subsidiaries or any of the other Rights Agents, make decisions and determinations in accordance with Section 5.1(b) hereof with respect to the day-to-day conduct of the Litigation and such decisions shall be

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deemed to made on behalf of all of the Rights Agents. Notwithstanding the foregoing, (i) the approval of a majority of the Rights Agents (including the Independent Rights Agent) shall be required for any Strategic Decision and (ii) the approval of a majority of the Rights Agents (other than the Independent Rights Agent) shall be required for any Settlement Decision; provided, however, if there is a vacancy with respect to any Rights Agent (other than the Independent Rights Agent), the approval of all Rights Agents (other than the Independent Rights Agent) shall be required for any Settlement Decision.

        (d)   The Rights Agents shall confer in person or by telephone at least once per month, but in any event as frequently as necessary to keep all Rights Agents and the Independent Rights Agent informed about material developments in the Litigation, on at least three days' prior notice. At least one such conference per month shall include a briefing by the River Rights Agents that describes the progress of the Litigation and summarizes any material decisions or determinations that were made without seeking the approval of the Independent Rights Agent or either of the Parent Rights Agents.

        (e)                            ¹shall preside at all meetings or conferences of Rights Agents, unless he is removed by majority vote of the other Rights Agents then in office. In the event he or she is removed or is unwilling or unable to serve, his or her successor shall be elected by majority vote of the Rights Agents then in office.

        (f)    The Rights Agents shall establish procedures for making decisions in an expedited manner in the case of exigent or emergency circumstances arising in connection with the Litigation.

        (g)   The Rights Agents shall be deemed to be agents of the Holders, Parent and River for all purposes relating to evidentiary privileges, including attorney-client privileges.

        (h)   Any Rights Agent that receives a notice provided by the Holders or Parent or any other Person pursuant to this Agreement shall provide such notice to all other Rights Agents.

        Section 3.2    Certain Rights of Rights Agents; Actions of the Rights Agents.    The Rights Agents undertake to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agents. In addition:

        (a)   the Rights Agents may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties;

¹

Insert name of River Rights Agent.

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        (b)   whenever the Rights Agents shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Rights Agents may, in the absence of bad faith or willful misconduct on their part, rely upon an Officer's Certificate;

        (c)   the Rights Agents may engage and consult with counsel of their selection and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by them hereunder in good faith and in reliance thereon;

        (d)   the Rights Agents may engage and consult with accounting firms, tax experts, valuation firms and other experts and third parties that they, in their sole and absolute discretion, deem appropriate or necessary to enable them to discharge their duties hereunder;

        (e)   the Rights Agents may direct employees of Parent, River, and River Subsidiaries, and their Affiliates to respond to discovery requests, attend and prepare for depositions, prepare for and testify at trial, or take any other action that the Rights Agents believe is necessary or prudent in prosecuting the Litigation. If an employee of Parent, River, the River Subsidiaries, or their Affiliates takes any action in accordance with this Section 3.2(e), Parent shall be entitled to be paid an amount equal to (I) (i) the hours that the employees are required to work in connection with such engagement times (ii) the hourly rate of such employee (determined by dividing (A) the sum (without duplication) of (1) the employee's annual salary payable in cash at the time of the engagement plus (2) the employee's annual bonus for the prior fiscal year plus (3) the employment taxes that the employer is required to pay with respect to such amounts plus (4) the out-of-pocket costs of Parent, River, the River Subsidiaries, or their Affiliates, as the case may be, of all other employee benefits, including employer-paid health care, employer-paid life insurance premiums, and employer contributions to savings and pension plans, in respect of the employee, by (B) the product of (x) 52 weeks less the number of weeks of vacation to which the employee is entitled to during the current calendar year times (y) if such employee is a full-time employee, 40, or if such employee is not a full time employee, the number of hours that such employee is expected to work each week) plus (II) the out-of-pocket expenses incurred in connection with such engagement. Prior to commencing any engagement, the Parent shall provide to the engaging Rights Agents an estimate of the number of hours that Parent expects that its or its Affiliates employees will expend in connection with the engagement, the position of the employees that it expects to work on the engagement, an estimate of the hourly rate of such employees, and an estimate of any material out-of-pocket expenses Parent expects to be incurred in connection with such engagement. During the course of the engagement Parent shall submit to the engaging Rights Agents an update of the estimate (including a statement of actual hours worked by each employee and the hourly rate of such employee and actual out-of-pocket expenses incurred) not less than monthly (or any shorter period as reasonably requested by the engaging Rights Agents at the time of the engagement) or at anytime that Parent knows that the actual amount of work will materially exceed the initial estimate. Parent shall submit separate bills for each engagement at the end of each fiscal quarter setting forth the name of the employee that worked on the engagement, the hours such employee spent for such fiscal quarter on such engagement (accompanied by appropriate billing sheets prepared by such employee), the hourly rate for such employee (accompanied by any reasonable evidence of such rate that the engaging Rights Agent requests), and the out-of-pocket expenses incurred (accompanied by receipts for any material item). The Rights Agents shall direct that the

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bill be paid out of the Escrowed Funds. Notwithstanding the foregoing, the Rights Agents shall not be required to pay for (and shall not treat as Claims Expenses any amounts allocable to) the following: (A) the first $100,000 billed and approved by the Rights Agents pursuant to this Section 3.2(e), (B) any employee time spent personally preparing testifying at a trial, (C) any employee time spent attending or preparing for his or her depositions; (D) any employee time spent exercising the rights and duties of a Rights Agent; (E) any employee time spent defending a claims against River, the River Subsidiaries, the Parent, or its Affiliates in the Litigation; or (F) other than matters specified in Section 3.2(e), any employee time spent or out-of-pocket expenses incurred in the performance of River's or Parent's obligations pursuant to this Agreement.

        (f)    the Rights Agents shall not be required to give any note or surety in respect of the execution of the such powers or otherwise in respect of the premises; and

        (g)   the initial Rights Agents may be Holders.

Except as otherwise expressly provided in this Agreement, all decisions of the Rights Agents shall be taken by majority vote of the Rights Agents; provided, however, that the right to engage parties (including employees of River, the River Subsidiaries, Parent, or their Affiliates) to perform services (i) with respect to the day-to-day conduct of the Litigation shall be made by the River Rights Agent with the primary responsibility for day-to-day conduct as set forth in Section 3.1(c), (ii) with respect to Strategic Decisions shall be made by the applicable majority of Rights Agents required for Strategic Decisions as set forth in Section 3.1(c), and (iii) with respect to Settlement Decisions shall be made by the applicable majority of Rights Agents required for Settlement Decisions as set forth in Section 3.1(c).

        Section 3.3    Not Responsible for Recitals or Issuance of CVRs.    The recitals contained herein shall be taken as the statements of the Parent, and the Rights Agents assume no responsibility for their correctness. The Rights Agents make no representations as to the validity or sufficiency of this Agreement or the CVRs. The Rights Agents shall not be accountable or liable for the use or application by the Parent of the Litigation Proceeds or Non-Cash Proceeds.

        Section 3.4    Compensation, Reimbursement and Indemnification of the Rights Agents.    The Parent agrees that the following shall be payable as Claims Expenses:

        (a)   to pay to each of the River Rights Agents at least $5,000 on the first day of each month following the Effective Time until the Last CVR Payment Date (or such earlier date as determined in accordance with Section 3.7) and to pay the Independent Rights Agent an fair and reasonable amount of compensation until the Last CVR Payment Date (or such earlier date as determined in accordance with Section 3.7) that is agreed to by a majority of the Rights Agents (other than the Independent Rights Agent);

        (b)   except as otherwise expressly provided herein, to pay to or on behalf of the Rights Agents, upon the request of the Rights Agents, all reasonable expenses and disbursements incurred or to be incurred by the Rights Agents in connection with the discharge of their duties under this Agreement (including, without limitation, the reasonable compensation and the expenses and disbursements of their counsel, tax experts, valuation firms and other

15

experts and third parties as contemplated in Section 3.2 and including premiums paid from time to time for liability insurance coverage for such Rights Agents); and

        (c)   to indemnify the Rights Agents and hold them harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses and reasonable disbursements of any kind or nature whatsoever (including, without limitation, the reasonable compensation and the expenses and disbursements of their counsel, tax experts, valuation firms and other experts and third parties as contemplated in Section 3.2) that may be imposed on, asserted against or incurred by them under this Agreement, and the Rights Agents shall be so indemnified under this Agreement for their own ordinary or gross negligence, but the Rights Agents do not have the right to be indemnified under this Agreement for their own willful misconduct or bad faith.

        Section 3.5    Resignation and Removal; Appointment of Successor.    

        (a)   The Rights Agents may resign at any time by giving written notice thereof to the Parent.

        (b)   The Rights Agents or any of them may be removed at any time by Act of the Holders of a majority of the outstanding CVRs that are delivered to the Rights Agents and the Parent.

        (c)   If at any time the Rights Agents shall become incapable of acting, any Holder of a CVR may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Rights Agents and the appointment of successor Rights Agents.

        (d)   In the event that any of the Rights Agents resigns, is removed or becomes incapable of acting, then such Rights Agent shall not be entitled to any compensation payable pursuant to Section 3.4 from and after the date of his resignation or removal.

        (e)   If a Parent Rights Agent shall resign, be removed or become incapable of acting, the Parent, by a Board Resolution, shall promptly appoint a qualified successor Parent Rights Agent and may be an officer of the Parent. If a River Rights Agent shall resign, be removed, or become incapable of acting, the remaining River Rights Agent shall promptly appoint a qualified successor River Rights Agent who is a Holder. If the Independent Rights Agent shall resign, be removed, or become incapable of acting, his or her successor shall be appointed by the unanimous agreement of the remaining Rights Agents. If, within 90 days after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Rights Agents shall not have been appointed, the Holders of the CVRs may appoint any Person who is willing to serve as successor Rights Agent by the Act of the Holders of a majority of the outstanding CVRs delivered to the Parent. A successor Rights Agent so appointed by the Holders shall be designated in his appointment as either a River Rights Agent, a Parent Rights Agent, or an Independent Rights Agent, as the case may be. The successor Rights Agent so appointed shall under the provisions of the paragraph (e), forthwith upon his acceptance of such appointment in accordance with this Section 3.5(e), become a successor Rights Agent. If no successor Rights Agents shall have been so appointed by the Parent or the Holders of the CVRs

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and so accepted his or her appointment, the Holder of any CVR may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Rights Agent.

        (f)    The Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If the Parent fails to send such notice within ten days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be mailed at the expense of the Parent.

        Section 3.6    Acceptance of Appointment by Successor.    Every successor Rights Agent appointed hereunder shall execute, acknowledge and deliver to the Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent; but, on request of the Parent or the successor Rights Agent, such retiring Rights Agent shall execute and deliver an instrument transferring to such successor Rights Agent all the rights, powers and trusts of the retiring Rights Agent.

        Section 3.7    Termination upon Settlement Decision.    Once the Rights Agents have made a Settlement Decision in accordance with Section 3.1(c) and provided the Litigation Proceeds Certificate in accordance with Section 5.1(b)(i), each Rights Agent's rights to any reimbursement under this Agreement shall terminate and, to the extent that all CVR Payment Amounts have not been paid, the Rights Agents shall appoint one of the River Rights Agents (or any other person as selected by a majority of the Rights Agents other than the Independent Rights Agent) to act as a trustee (the "Trustee") to ensure on behalf of the Holders that the Parent pays the required CVR Payment Amounts in accordance with the terms of the Litigation Proceeds Certificate and the terms of this Agreement. Any compensation paid to the Trustee shall be on terms acceptable to a majority of the Rights Agents (other than the Independent Rights Agent and any Rights Agent who is named Trustee) and such compensation shall constitute a Claims Expense.

ARTICLE IV
HOLDERS' LISTS AND REPORTS BY RIGHTS AGENTS AND PARENT

        Section 4.1    Parent to Furnish Rights Agents with Names and Addresses of Holders.    The Parent shall furnish or cause to be furnished to the Rights Agents (a) in such form as the Rights Agents may reasonably require, the names and addresses of the Holders within 15 days of the Effective Time, and (b) at such times as the Rights Agents may request in writing, within five days after receipt by the Parent of any such request, a list, in such form as the Rights Agents may reasonably require, of the names and the addresses of the Holders as of a date not more than 15 days prior to the time such list is furnished.

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ARTICLE V
COVENANTS

        Section 5.1    Prosecution of Litigation by Parent; Settlement; Periodic Reports.    

        (a)   In each case as directed by the Rights Agents pursuant to Section 3.1(c) hereof, the Parent shall, and shall cause River and the River Subsidiaries to, prosecute the Litigation and/or seek a settlement of the Litigation.

        (b)   (i) None of the Parent, River, or any River Subsidiary shall make any Settlement Decision without obtaining prior approval from the applicable majority of the Rights Agents as determined in accordance with the last sentence of Section 3.1(c). In connection with the approval of any Settlement Decision, the applicable majority of the Rights Agents for Settlement Decisions as determined in accordance with the last sentence of Section 3.1(c) shall determine the amount, or a methodology for determining the amount, of any Litigation Proceeds resulting from the settlement and the fair market value (determined on an arm's-length basis and without regard to any liens or encumbrances granted or created by Parent, River, the River Subsidiaries, or their Affiliates and with Compliance Commitments having a fair market value of zero) of any Non-Cash Proceeds. As promptly as practicable (but in no event later than 30 days after the settlement), the Rights Agents shall deliver to Parent a Litigation Proceeds Certificate setting forth the matters described in Section 2.4(a) and, absent mathematical error, the amounts set forth in such Litigation Proceeds Certificate shall be binding on the Parent and Holders. Upon receipt of any Litigation Proceeds resulting from the settlement, the Parent shall establish a CVR Payment Date in accordance with Section 2.5(a) and shall compute the CVR Payment Amount in a manner consistent with the Litigation Proceeds Certificate provided pursuant to the preceding sentence.

         (ii)  In making any decision or determination with respect to the Litigation (including, without limitation, any Settlement Decision or Strategic Decision) the Rights Agents shall act in good faith with a view to maximizing the present value of the Litigation Proceeds to River, the River Subsidiaries and the Holders. Without limiting the generality of the foregoing, in connection with any Settlement Decision, the Rights Agents shall consider:

(A)

the aggregate amount of After-Tax Litigation Proceeds to be received in connection with the proposed settlement;



(B)

the benefit to River and the River Subsidiaries of any agreements, commitments or undertakings to be made in connection with such settlement that restrict future anti-competitive or allegedly anti-competitive conduct by one or more parties to the Litigation;



(C)

if consent to such settlement is withheld, the probability of River and the River Subsidiaries receiving greater After-Tax Litigation Proceeds in connection with a subsequent settlement or other resolution of the Litigation;

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(D)

the probable timing of such subsequent settlement or other resolution of the Litigation and the probable amount of any additional After-Tax Litigation Proceeds to be received in connection therewith; and



(E)

the discounted present value of such prospective additional After-Tax Litigation Proceeds.

The discount rate applicable to the value of such prospective additional After-Tax Litigation Proceeds shall be determined by the applicable majority of the Rights Agents as determined in accordance with the last sentence of Section 3.1(c) and shall give due regard to the financial and other costs to River, the River Subsidiaries and the Holders of postponing settlement or other resolution of the Litigation.

        (c)   Until the Litigation has been settled or is final and not subject to further judicial review (by appeal or otherwise), each of Parent, River, River Subsidiaries, their Affiliates and the Rights Agents shall cooperate in order to ensure that (i) all of the Rights Agents receive, by the last Business Day of each fiscal quarter of the Parent, a report describing the status of the Litigation, which report shall describe, in summary fashion, the total Claims Expenses incurred through the date of such report, the status of all pending court proceedings related to the Litigation, whether any new claims or proceedings have been brought by River, the River Subsidiaries or their Affiliates related to the Litigation, the status of any counterclaims brought by the defendants related to the Litigation, and the status of any settlement negotiations among River and the River Subsidiaries and their Affiliates and the defendants with respect to the Litigation and (ii) except as otherwise required by applicable law or court order, all of the Rights Agents are granted access to any and all records, documents, personnel and any other sources of information that are in the possession, custody or control of the Parent and its Affiliates as the Rights Agents shall determine are reasonably necessary or desirable in order to review Settlement Decisions and Strategic Decisions, if any. Parent, River, and River Subsidiaries shall cooperate with the Rights Agents in providing the assistance of any of their officers and employees (subject to the requirements of Section 3.2(e)) and, to the extent that Parent or River believes in its reasonable determination that it is required to have its employees expend efforts in prosecuting the Litigation, but does not have sufficient time to obtain prior approval from the applicable Rights Agents for such efforts, Parent and River shall be entitled to be reimbursed for any reasonable amount of hours expended in such effort in accordance with the principles of Section 3.2(e).

        (d)   The CVR Percentage of all Cash Proceeds shall be held in a separate bank account invested in Cash Equivalents, free of any liens or encumbrances of any kind, until the Aggregate CVR Payment Amount has been determined with respect to such Cash Proceeds. The Parent shall hold such Aggregate CVR Payment Amount in a separate bank account invested in Cash Equivalents, free of any liens or encumbrances of any kind, until such Aggregate CVR Payment Amount has been paid to the Holders. To the extent that Parent does not make a CVR Payment Amount on a CVR Payment Date, the Holders shall be entitled to any interest earned on the CVR Payment Amount in such separate bank account from the CVR Payment Date until payment is actually made shall be paid to the Holders. To the extent that a Holder or Rights Agent incurs any out-of-pocket expenses (including legal expenses) in successfully pursuing

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payment of amounts due hereunder, the Parent shall pay such expenses and such expenses shall not constitute Claims Expenses.

        (e)   The Parent agrees to provide funds in the amount of $10,000,000 to support the prosecution of the Litigation and the payment of Claims Expenses. Upon the first issuance of CVRs in payment for shares of Company Common Stock pursuant to the Offer, $10,000,000 (the "Escrowed Funds") shall be placed in an escrow account with a bank organized and in existence under the laws of the United States (which bank shall be reasonably acceptable to a majority of the Rights Agents and have capital and surplus in excess of $500 million (an "Acceptable Bank")), free of any liens or encumbrances of any kind (except for any liens allowed under Section 5.1(h)), and the Escrowed Funds shall be drawn down in accordance with the instructions of the Rights Agents, as provided in the applicable Escrow Agreement; provided, however, that (A) the Parent may withhold or permit to be withheld up to $5,000,000 of the Escrowed Funds from the initial escrow deposit, or subsequently withdraw or permit to be withdrawn such funds from escrow, after giving proper notice to each Rights Agent, if such funds are replaced with one or more letters of credit issued by an Acceptable Bank for the benefit of the Rights Agents and (B) the Parent may, at any time and from time to time, withdraw or permit to be withdrawn Escrowed Funds, after giving proper notice to each Rights Agent, if an equivalent amount is deposited as Escrowed Funds in another escrow account with an Acceptable Bank free of any liens or encumbrances of any kind (except for liens allowed under Section 5.1(h)) pursuant to terms of the applicable Escrow Agreement; provided, further, that at any time the sum of (i) all Escrowed Funds plus (ii) the total face amount of all letters of credit issued for the benefit of the Rights Agents shall be at least equal to (iii) $10,000,000 minus (iv) the cumulative amount of Claims Expenses paid as of the time.     To the extent that letters of credit have replaced Escrowed Funds pursuant to clause (A) of the preceding sentence or another escrow account has been funded pursuant to clause (B) of the preceding sentence, the Rights Agents shall, to the extent it is required to pay certain Claims Expenses, first use Escrowed Funds, to the extent available, not in the additional escrow account and then shall draw on the letters of credit or the additional escrow account (in an amount equal to the amounts not paid plus $250,000), as the case may be, if after first requesting that Parent pay such Claims Expenses directly, such expenses are not paid within five (5) business days of the request. The parties hereto agree that nothing in this Agreement shall obligate Parent or its Affiliates or prevent Parent or its Affiliates from providing in their sole and absolute discretion (upon terms to be agreed at that time), aggregate funds in excess of $10,000,000 to support the prosecution of the Litigation and the Claims Expenses.

        (f)    (i) The costs of Parent in connection with the Escrowed Funds as set forth on Exhibit B (the "Credit Support Costs") shall be paid by Parent; provided, however, that until the earlier of (1) the date on which the cumulative Claim Expenses paid equal $5,000,000 and (2) the date the principal trial proceeding with respect to the Litigation commence, the Credit Support Costs shall be Claims Expenses and the Parent be reimbursed for such amounts out of the Escrowed Funds. To the extent that Parent incurs Credit Support Costs that are not Claims Expenses, such amounts shall be referred to as "Parent Credit Support Costs" and to the extent that Parent incurs Credit Support Costs that are Claims Expenses, such amounts shall be referred to as "CVR Credit Support Costs."

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         (ii)  If any Parent Credit Support Costs or CVR Credit Support Costs are incurred, the Preliminary CVR Payment Amount for the first CVR Payment Date after the incurrence of such costs shall be adjusted as follows: the Preliminary CVR Payment Amount otherwise computed in accordance with this Agreement shall be (1) increased by an amount equal to the product of (A) 100% less the CVR Percentage times (B) such CVR Credit Support Costs and (2) decreased by an amount equal to the product of (A) the CVR Percentage times (B) such Parent Credit Support Costs. To the extent the adjusted required under this Section 5.1(f)(ii) would result in a Preliminary CVR Payment Amount that is less than zero, the Preliminary CVR Payment Amount shall be reduced to zero and the amount of the excess adjustment shall be carried over and reduce (but not below zero) any future Preliminary CVR Payment Amounts until the aggregate amount of such excess adjustment has been utilized to reduce Preliminary CVR Payment Amounts.

        (g)   The majority Rights Agents may use any reasonable means (including borrowing funds or issuing obligations that are only payable upon the receipt of Litigation Proceeds or entering into new agreements with Parent, River or its Affiliates) to obtain funds to pay any Claims Expenses not funded pursuant to Section 5.1(e). Any amounts required to be paid pursuant to any obligations issued pursuant to this Section 5.1(g) to fund Claim Expenses in excess of $10,000,000 (whether in the form of principal, interest, contingent payments based on Litigation Proceeds, or some other obligation) shall reduce the cumulative amount of Litigation Proceeds received, if any, for purposes of computing the Preliminary CVR Payment Amounts.

        (h)   (i) Neither Parent, nor River, nor River Subsidiaries shall enter into any agreement that would restrict Parent's right to be able to make the payments to the Holders under this Agreement or restrict the ability or River or River Subsidiaries to distribute funds to Parent to fund such payments. As security for prompt and complete payment and performance when due of all CVR Payment Amounts and all covenant and obligations to be performed by Parent, River, and River Subsidiaries pursuant to this Agreement (the "Obligations"), Parent, River and Merger Sub shall hereby as of the first issuance of the CVRs pledge, hypothecate, and assign and grant to the Rights Agents for the ratable benefit of the Holders, a continuing security interest in the escrow account established pursuant to Section 5.1(e), the Litigation and all Litigation Proceeds (whether such Litigation Proceeds arise before or after the commencement of a case under the United States Bankruptcy Code or any other domestic or foreign bankruptcy law by or against Parent, River, or River Subsidiaries) and Parent, River, and River Subsidiaries shall prepare, execute, and file any and all forms reasonably requested by any Rights Agent to perfect and maintain such security interest.

         (ii)  Without the prior written consent of a majority of the Rights Agents, Parent shall not, and shall not cause or permit River to, assign any interest in the Litigation to any Person except (A) at any time after a trial verdict in the Litigation disposing of all material claims, River and the River Subsidiaries shall be entitled to assign an interest in any Litigation Proceeds to any person (other than another party in the Litigation or such other party's Affiliates, employees or directors) if such assignment (i) would not result in any encumbrances or other liens on the portion of such Litigation Proceeds which equals the CVR Payment Amount attributable to such Litigation Proceeds and (ii) is consented to by the River Rights Agents (which consent shall not be unreasonably withheld); (B) liens upon and security interests in the Litigation and the proceeds thereof granted to Tennenbaum Capital Partners, LLC (or any

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affiliate, fund or account managed by Tennenbaum Capital Partners (together with their successors and assigns, the "TCP Collateral Agent") as collateral security for indebtedness incurred by Parent and its subsidiaries in connection with the contemplated recapitalization of the Parent and its subsidiaries following the Merger (including any liens or security interests granted in connection with any refinancing, replacement, restatement, or refunding in whole or in part of such indebtedness); or (C) liens upon security interests in the Litigation and the proceeds thereof granted for the benefit of lenders or lending syndicates that provide senior working capital facilities to the Parent or its subsidiaries from time to time ("Working Capital Lenders") as collateral security for the indebtedness incurred by Parent and its subsidiaries under such facilities. No assignment under this Section 5.1(h)(ii) shall relieve the Parent, River or the River Subsidiaries of their obligations under this Agreement.

        (iii)  As a condition to liens or security interests in the Litigation or the proceeds thereof being granted to the TCP Collateral Agent or any Working Capital Lenders, the Rights Agents, Parent, River, the TCP Collateral Agent, and any Working Capital Lenders shall enter into an intercreditor agreement the principal terms of which provide (A) the liens upon and security interests in the Litigation and the proceeds thereof granted to the Rights Agents, the TCP Collateral Agent, and any Working Capital Lenders, respectively, will be ranked equally and ratably, and (B) that in the event Litigation Proceeds are received, (1) the Litigation Proceeds shall be held in a separate bank account as specified in Section 5.1(d) of this Agreement and (2) once the Aggregate CVR Payment Amount with respect to the Litigation Proceeds is determined in accordance with this Agreement, the balance of the Litigation Proceeds shall be deposited solely in one or more restricted blocked accounts subject solely to security interests therein granted to TCP Collateral Agent and any Working Capital Lenders pending distribution in accordance with the agreements between the Parent, certain Affiliates of Parent, River, the TCP Collateral Agent, and any Working Capital Lenders.

        (i)    None of the Parent, River, or the River Subsidiaries shall initiate settlement negotiations or expand settlement negotiations with respect to any aspect or portion of the Litigation without the prior permission of the applicable majority of Rights Agents for Settlement Decisions as set forth in the last sentence of Section 3.1(c) and Parent and River agree that such powers shall vest with the Rights Agents as provided in Section 3.1(c). No Rights Agent shall initiate settlement negotiations without first informing each other Rights Agents of such settlement negotiations and obtaining consent to pursue such negotiations from the applicable majority of Rights Agents as determined in the last sentence of Section 3.1(c) for Settlement Decisions. If one or more Rights Agents are allowed to entertain or initiate settlement negotiations, such Rights Agents shall keep each other Rights Agent reasonably informed regarding the status of such negotiations (including any expansion of such negotiations) and any Rights Agents shall, if such Rights Agents request, be allowed to participate in the settlement negotiations.

        (j)    If Parent, River, the River Subsidiaries, their Affiliates, or any Rights Agent receives any communication from any other party to the Litigation regarding possible settlement negotiations, the party receiving the communication shall be entitled to review such other party's proposals, provided that such receiving party (i) shall inform each of the Rights Agents regarding the fact (and content) of such communication and proposals as promptly as

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possible (and under no circumstances more than three days) thereafter and (ii) shall not engage in settlement negotiations or expand settlement negotiations without the required permission of the Rights Agents as set forth in Section 5.1(h).

        Section 5.2    Payment of CVR Payment Amount.    Parent shall duly and promptly pay each Holder the CVR Payment Amount in the manner provided for in Section 2.5 and in accordance with the terms of this Agreement.

        Section 5.3    Federal Income Tax Treatment.    Parent (and each of its Affiliates) shall for federal income tax purposes treat any CVR Payment Amounts as payments made in connection with the acquisition of River Common Stock (and not as interest except to the extent that Parent is required to treat such amounts as interest under Code section 483) and neither Parent (nor any of its Affiliates) shall file a tax return or take any position inconsistent with such treatment (unless required by a determination that is final after the Parent or its Affiliate has defended such matter in good faith).

ARTICLE VI
AMENDMENTS

        Section 6.1    Amendments Without Consent of Holders.    

        (a)   Without the consent of any Holders, the Parent, when authorized by a Board Resolution, and the Rights Agents, in the Rights Agents' sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:

          (i)  to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement;

         (ii)  to evidence the succession of another Person as a successor Rights Agent and the assumption by any successor of the covenants and obligations of such Rights Agents herein; provided, that such succession and assumption is in accordance with the terms of this Agreement;

        (iii)  to add to the covenants of the Parent such further covenants, restrictions, conditions or provisions as the Board of Directors and the Rights Agents shall consider to be for the protection of the Holders; provided that in each case, such provisions shall not adversely affect the interests of the Holders;

        (iv)  to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that in each case, such provisions shall not materially adversely affect the interests of the Holders; or

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         (v)  as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act, as amended, provided that that such provisions shall not materially adversely affect the interests of the Holders.

        (b)   Promptly after the execution by the Parent and the Rights Agents of any amendment pursuant to the provisions of this Section 6.1, the Parent shall mail a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

        Section 6.2    Amendments with Consent of Holders.    

        (a)   With the consent of the Holders of not less than a majority of the outstanding CVRs, by Act of such Holders delivered to the Parent and the Rights Agents, the Parent, when authorized by a Board Resolution, and the Rights Agents may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement if such addition, elimination or change is in any way adverse to the interest of the Holders.

        (b)   It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

        (c)   Promptly after the execution by the Parent and the Rights Agents of any amendment pursuant to the provisions of this Section 6.2, the Parent shall mail a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

        Section 6.3    Execution of Amendments.    In executing any amendment permitted by this Article, the Rights Agents shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agents may, but are not obligated to, enter into any such amendment that affects the Rights Agents' own rights, privileges, covenants or duties under this Agreement or otherwise.

        Section 6.4    Effect of Amendments.    Upon the execution of any amendment under this Article, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes and every Holder shall be bound thereby.

ARTICLE VII
CONSOLIDATION, MERGER, SALE OR CONVEYANCE;
JOINT AND SEVERAL RESPONSIBILITY

        Section 7.1    Parent and River May Consolidate, Etc.    

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        (a)   The Parent and River shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

        (1)   Parent or River shall consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Parent or River is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Parent or River substantially as an entirety (the "Surviving Person") shall expressly assume payment of amounts on all the CVRs and the performance of every duty and covenant of this Agreement on the part of the Parent or River to be performed or observed;

        (2)   the Parent or River has delivered to the Rights Agents an Officer's Certificate, stating that such consolidation, merger, conveyance, transfer or lease complies with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with; and

        (3)   after giving effect to any such transaction, the Surviving Person shall not be, or be affiliated in any manner with, the parties adverse to River in the Litigation.

        (b)   For purposes of this Section 7.1, "convey, transfer or lease its properties and assets substantially as an entirety" shall mean properties and assets contributing in the aggregate at least 80% of the Parent's or River's total consolidated revenues as reported in the Parent's or River's last available periodic financial report (quarterly or annual, as the case may be).

        Section 7.2    Successor Substituted.    Upon any consolidation of or merger by the Parent with or into any other Person, or any conveyance, transfer or lease of the properties and assets substantially as an entirety to any Person in accordance with Section 7.1, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Parent under this Agreement with the same effect as if the Surviving Person had been named as the Parent herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Agreement and the CVRs.

        Section 7.3    Joint and Several Responsibility.    Parent, River and Merger Sub are jointly and severally responsible for the performance of all actions, and the payment of all sums, required under this Agreement of either such party.

        Section 7.4    No Liability.    None of Parent, Merger Sub, or River shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. All funds held for payment to the Holders and unclaimed at the end of one year after the applicable CVR Payment Date shall be returned to the Parent, after which time any Holder shall look as a general creditor only to Parent for payment of the CVR Payment Amount (without any interest being payable thereon) to which such Holder may be due,

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subject to applicable law. Any amounts remaining unclaimed by Holders seven years after the applicable CVR Payment Date (or such earlier date immediately before that time when the amounts would otherwise escheat to or become property of any governmental authority) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any person previously (or subsequently claiming to be) entitled thereto.

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RIVER, INC.

By:

Name:

Title:

RIVER ACQUISITION CORP.

By:

Name:

Title:

PARENT CORPORATION

By:

Name:

Title:

as River Rights Agent

as River Rights Agent

as Parent Rights Agent

as Parent Rights Agent

EXHIBIT A

INFORMATION RESOURCES, INC., vs. THE DUN & BRADSTREET CORPORATION, A.C. NIELSEN CO. and IMS INTERNATIONAL, INC., No. 96 Civ. 5716

EXHIBIT B

LIBOR plus 7.5% on the portion of the Escrowed Funds (or the face amount of letter of credits established in lieu of the Escrowed Funds) equal to $5,000,000.

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Exhibit 99.(d)(2)

EX-99.(D)(3)

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Exhibit 99.(d)(3)

February 19, 2003

PERSONAL AND CONFIDENTIAL

Symphony Technology Group
4015 Miranda Ave., 2nd Fl.
Palo Alto, CA 94304

Attention:
William Chisolm
Partner

Dear Bill:

                        Information Resources, Inc. (the "Company") understands that you have requested information for the purposes of evaluating a possible transaction between the Company or its stockholders and you (a "Transaction"). It is understood and agreed that this agreement does not obligate the Company to enter into any Transaction or any agreement relating to a Transaction. To induce the Company to furnish information to you, you hereby agree as follows:

1.

As used herein:

        "Act" means the Securities Exchange Act of 1934, as amended.

        "Affiliate" means any Person that (i) directly or indirectly controls the Company or you, as the case may be, (ii) directly or indirectly is controlled by the Company or you, as the case may be or (iii) is under direct or indirect common control with the Company or you, as the case may be;

        "Information" means information, in whatever form maintained, regarding the Company or any of its Affiliates or subsidiaries or their respective assets or businesses which is furnished to you, directly or indirectly, by the Company or its Representatives, and all notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to you or your Representatives pursuant hereto;

        "Person" means any corporation, partnership, group, individual or other entity, the media and any government or political subdivision, agency or instrumentality of the government;

        "Representatives" means directors, officers, employees, partners, attorneys, accountants, consultants, financial advisors, and any other advisors retained by the Company or you, as the case may be; and

        "Restricted Period" means the two-year period commencing on the date hereof.

                        2.    All Information will be kept confidential by you, except that you may disclose or make available Information to your directors, officers and employees and to your Representatives for the exclusive purpose of assisting you in the evaluation of a possible Transaction, all of whom shall be specifically informed by you of the confidential character of such Information and that by receiving the Information they are agreeing to be bound by the terms of this letter agreement relating to the confidential treatment of such Information. You will not use any of the Information, and will not permit any of your Representatives to use any of the Information, in any way detrimental to the Company. You will not use, or permit any of your Representatives to use, any of the Information for any purpose other than the evaluation of a possible Transaction, and you will not make any Information available to any Person for any other purpose whatsoever. You shall be responsible for any breach of this letter agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Information. You acknowledge that the Information is and at all times remains the sole and exclusive property of the Company, and the Company has the exclusive right, title and interest to such Information. No right or license, by implication or otherwise, is granted by the Company as a result of disclosure of Information hereunder.

                        3.    You hereby acknowledge that you are aware (and that prior to the disclosure of any Information to any Person pursuant to paragraph 2 such person will be advised) that the United States securities laws prohibit any Person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. In the event that you disclose any Information to any Person, whether or not such disclosure is permitted under paragraph 2, you shall be liable to the Company for any failure by such Person to treat such Information in the same manner as you are obligated to treat such Information under the terms of this agreement.

                        4.    (a) Unless specifically requested in writing in advance by the Company's Board of Directors, or except as otherwise set foth in subparagraph 4(c) below, you will not at any time during the Restricted Period (and you will not at any time during the Restricted Period assist or encourage others to):

(i)    acquire or agree, offer, seek or propose to acquire (or directly or indirectly request permission to do so), directly or indirectly, alone or in concert with any other Person, by purchase or otherwise, any ownership, including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Act, of any assets, businesses or securities of the Company or any subsidiary thereof, or any rights or options to acquire such ownership (including from any third party);

(ii)    solicit proxies (as such terms are defined in Rule 14a-1 under the Act), whether or not such solicitation is exempt under Rule 14a-2 under the Act, with respect to any matter from holders of any shares of common stock of the Company ("Stock") or any securities convertible into or exchangeable for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of Stock (the Stock and such other securities being hereinafter collectively called the

2

"Voting Securities"), or make any communication exempted from the definition of solicitation by Rule 14a-1(1)(2)(iv) under the Act;

(iii)    initiate, or induce or attempt to induce any other Person, entity or group (as defined in Section 13(d)(3) of the Act) to initiate, any stockholder proposal or tender offer for any securities of the Company or any subsidiary thereof or the convening of a stockholders' meeting of the Company or any subsidiary thereof;

(iv)    otherwise seek or propose (or request permission to propose) to influence or control the management or policies of the Company or any subsidiary thereof;

(v)    enter into any discussions, negotiations, arrangements or understandings with any other Person with respect to any matter described in the foregoing subparagraphs (i) through (iv);

(vi)    request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph 4;

(vii)    take any action inconsistent with any of the foregoing subparagraphs (i) through (v); or

(viii)  take any action with respect to any of the matters described in this paragraph 4 that requires public disclosure.

                        (b)    You agree that none of you or your Representatives will initiate or cause to be initiated any communication with any director, officer or employee of the Company concerning the Information or a Transaction.

                        (c)    Notwithstanding the terms of subparagraph 4(a) above, if (i) the Board of Directors of the Company approves a transaction with any person (other than the Company or any employee benefit plans of the Company), and (ii) such transaction would result in such person beneficially owning more than 50% of the outstanding equity securities or all or substantially all of the assets of the Company (the "Approved Transaction"), then you shall be permitted to take any action otherwise prohibited by this subparagraph 4(a) provided that such actions are taken in connection with an offer by you to the Company's Board of Directors of a transaction which is, in the Board's reasonable opinion, financially superior to the Approved Transaction and is at least for the same percentage of the outstanding securities or assets as the Approved Transaction.

                        5.    If at any time during the Restricted Period you are approached by any Person concerning your or their participation in a transaction involving any of the assets, businesses or securities of the Company or any subsidiary thereof, you will promptly inform the Company of the nature of such contact and the parties thereto.

                        6.    Except with the prior written approval of the Company on behalf of the Company, you will not disclose, and you will not permit your Representatives to disclose, to any Person other than the Persons described in Paragraph 2, the fact that you are engaged in discussions with the Company regarding a possible Transaction, the fact that the Information has

3

been made available to you or that you have inspected any portion of the Information, any decision on your part to no longer consider any possible Transaction or any of the terms, conditions or facts with respect thereto, or the fact that you are subject to any of the restrictions described in Paragraph 4; provided, that you may make such disclosure if you have received the written opinion of your outside counsel that such disclosure must be made by you in order that you not commit a violation of law and, if the action which is to be disclosed was in violation of paragraph 4, such disclosure expressly states such violation. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you will not, directly or indirectly, enter into any agreement, arrangement or understanding with any Person regarding a possible Transaction, whether or not negotiated.

                        7.    In the event that you or any of your Representatives are requested or required in any proceeding to disclose any Information received by you or any matter subject to paragraph 6, you will give the Company notice as soon as possible of such request so that the Company may seek an appropriate protective order and you will cooperate with the Company to obtain such protective order. If, in the absence of a protective order, you or your Representatives are nonetheless in the opinion of counsel legally compelled to disclose any such Information or matter, you or your Representative may disclose such Information or matter without liability hereunder, provided that (i) you disclose in such proceeding only that portion of the Information which such counsel advises you is legally required to be disclosed and (ii) you exercise your best efforts to preserve the confidentiality of the Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Information in such proceeding.

                        8.    The restrictions with respect to Information set forth in paragraph 2 shall not apply to any Information which you demonstrate (i) is on the date hereof or hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by you or your Representatives or (ii) was available to you on a nonconfidential basis prior to its disclosure to you by the Company or its Representatives or becomes available to you on a nonconfidential basis, in each case from a source other than the Company or its Representatives, which source was not itself bound by a confidentiality agreement with the Company or its Representatives or any other contractual, legal or fiduciary obligation to the Company and had not received such information, directly or indirectly, from a Person so bound.

                        9.    The Company makes no representation or warranty as to the accuracy or completeness of the Information provided to you. Without limiting the generality of the foregoing, the Information may include certain statements, estimates and projections provided by the Company with respect to the anticipated future performance of the Company. Such statements, estimates and projections reflect various assumptions made by the Company concerning anticipated results, which assumptions may or may not prove to be correct. No representation or warranty is made as to the accuracy of such assumptions, statements, estimates or projections, including the budget. Neither the Company nor any of its Representatives shall have any liability resulting from the use of the Information by you or any of your Representatives. Only those representations or warranties which are made in a final definitive agreement regarding the possible Transaction when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.

4

                        Unless and until a final definitive agreement regarding a Transaction between the Company and you has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to a possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein.

                        10.    If you decide that you do not wish to proceed with a possible Transaction, you will promptly inform the Company of that decision. In that case, or at any time upon the request of the Company on behalf of the Company, for any reason you will promptly redeliver to the Company all copies of documents containing Information in the possession of you, your Affiliates or your Representatives and will promptly destroy all Memoranda, notes and other writings prepared by you or by any Person referred to in paragraph 2 based on such Information and will deliver to the Company a certificate executed by one of your duly authorized executive officers indicating that the requirements of this sentence have been satisfied in full. Notwithstanding the return or destruction of the Information, you and your Representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder.

                        11.    During the two-year period commencing on the date hereof, you will not (and will not assist or encourage others to) solicit the services, as employee, consultant or otherwise, of any Person who is an employee of the Company at the time of such solicitation or was an employee of the Company during the twelve-month period immediately prior to the date of such solicitation.

                        12.    You shall cause each of your Affiliates to comply with the terms of paragraphs 2,3,4,5,6,7,8,10 and 11 (construing such paragraphs for such purposes to refer also to such Affiliates in each instance where there is a reference to you).

                        13.    You acknowledge that irreparable damage would occur to the Company in the event any of the provisions of this agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States of America or any state thereof, in addition to any remedy to which the Company may be entitled at law or in equity.

                        14.    If any term or provision of this letter agreement or any application hereof shall be invalid or unenforceable, the remainder of this agreement and any other application of such term or provision shall not be affected thereby. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that you or any of your Representatives have breached this letter agreement, then you shall be liable and pay to the Company the reasonable legal fees incurred by the Company in connection with such litigation, including any appeal therefrom.

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                        15.    This letter agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall constitute one and the same instrument.

                        16.    This agreement contains the entire understanding of the parties hereto with respect to the matters covered hereby and may be amended only by an agreement in writing executed by the Company and you.

                        17.    The Company reserves the right to assign all of its rights, powers and privileges under this letter agreement (including, without limitation, the right to enforce all of the terms of this letter agreement) to any person who enters into the Transactions contemplated by this letter agreement. This letter agreement shall be binding upon, inure to the benefit of and be enforceable by our respective successors and assigns.

                        18.    This letter agreement shall be governed by and construed in accordance with the internal laws (as opposed to conflict of law provisions) of the State of Illinois.

                        If the foregoing correctly sets forth our agreement as to the matters set forth herein, please confirm our agreement by executing and returning a copy of this letter agreement to the undersigned.

Very truly yours,
INFORMATION RESOURCES, INC.
By:	/s/ Monica M. Weed
Agreed and Accepted As of date listed above
Symphony Technology Group
By:	William Chisholm
	/s/ William Chisholm
Its: Partner

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Exhibit 99.(d)(3)