INFORMATION RESOURCES INC
U.S. SUBSIDIARY PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>c71208exv10w3.txt
<DESCRIPTION>U.S. SUBSIDIARY PLEDGE AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3


                        U.S. SUBSIDIARY PLEDGE AGREEMENT


     THIS U.S. SUBSIDIARY PLEDGE AGREEMENT (this "AGREEMENT") is entered into as
of the 12th day of July, 2002 by and among Information Resources, Inc., a
Delaware corporation ("PLEDGOR"), in favor of LASALLE BANK NATIONAL ASSOCIATION,
as Administrative Agent for Lenders ("ADMINISTRATIVE AGENT") and the other
Lenders executing this Agreement (collectively, "LENDERS").

                              W I T N E S S E T H:
                              -------------------

     WHEREAS, Pledgor, 564 Randolph Co. #2, a Delaware corporation, IRI Puerto
Rico, Inc., a Puerto Rico corporation, IRI Venezuela Holdings, Inc., a Delaware
corporation, IRI Guatemala Holdings, Inc., a Delaware corporation, IRI Greek
Holdings, Inc., a Delaware corporation, IRI French Holdings, Inc., a Delaware
corporation, IRI Italy Holdings, Inc., a Delaware corporation, InfoScan Italy
Holdings, Inc., a Delaware corporation, Shoppers Hotline, Inc., a Delaware
corporation, and North Clinton Corporation, an Illinois corporation
(collectively the "SUBSIDIARIES"), Administrative Agent and Lenders have entered
into that Revolving Credit Agreement of even date herewith (the "CREDIT
AGREEMENT") pursuant to which Lenders have agreed to make available the
Revolving Credit Facility to Pledgor and the Subsidiaries; and

     WHEREAS, to induce Lenders to make the Loans and issue Letters of Credit
under the Credit Agreement, Pledgor agreed to enter into this Agreement and
grant a security interest in all the shares of stock described in Schedule I
(the "PLEDGED SHARES") to Lenders.

     NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

     1. Definitions. The following terms shall have the following meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):

          "BANKRUPTCY CODE" shall mean Title 11, United States Code, as amended
     from time to time, and any successor statute thereto.

          "PLEDGED COLLATERAL" shall have the meaning assigned to such term in
     Section 2 hereof.

          "SECURED INDEBTEDNESS" shall have the meaning assigned to such term in
     Section 3 hereof.

          Terms not defined herein shall have the meaning ascribed to such term
     in the Credit Agreement.



<PAGE>

     2. Pledge. To secure the Indebtedness of Pledgor and the other Borrowers
under the Credit Agreement, Pledgor hereby pledges to Administrative Agent, for
its benefit and for the ratable benefit of Lenders, and grants to Administrative
Agent, for its benefit and the ratable benefit of Lenders, a first priority
security interest in, all of the following (collectively, the "PLEDGED
COLLATERAL"):

          (a) the Pledged Shares and the certificates representing the Pledged
     Shares, and all dividends, distributions, cash, instruments and other
     property or proceeds from time to time received, receivable or otherwise
     distributed in respect of or in exchange for any or all of the Pledged
     Shares of Pledgor; and

          (b) such portion, as determined by Administrative Agent as provided in
     Section 6(d) below, of any additional shares of stock of any Subsidiary
     from time to time acquired by Pledgor in any manner (which shares shall be
     deemed to be part of the Pledged Shares), and the certificates representing
     such additional shares, and all dividends, distributions, cash, instruments
     and other property or proceeds from time to time received, receivable or
     otherwise distributed in respect of or in exchange for any or all of such
     shares.

     3. Security for Indebtedness. This Agreement secures, and the Pledged
Collateral is security for, the prompt payment in full when due, whether at
stated maturity, by acceleration or otherwise, and performance of all
Indebtedness now or hereafter existing under and as defined in the Credit
Agreement and all obligations of Pledgor now or hereafter existing under this
Agreement including, without limitation, for all fees, costs and expenses
whether in connection with collection actions hereunder or otherwise
(collectively, the "SECURED INDEBTEDNESS").

     4. Delivery of Pledged Collateral. All certificates representing or
evidencing the Pledged Shares shall be delivered to and held by or on behalf of
Administrative Agent in escrow, for its benefit and the ratable benefit of
Lenders, pursuant hereto and shall be accompanied by duly executed instruments
of transfer or assignment in blank, the form of which is attached hereto as
Exhibit A.

     5. Representations and Warranties. Pledgor represents and warrants to
Administrative Agent and Lenders that:

          (a) All of the Pledged Shares are presently represented by the stock
     certificates listed on Schedule I hereto, which constitute 100% of the
     issued and outstanding shares of capital stock of each of the Subsidiaries;

          (b) All of the Pledged Shares have been validly issued and are fully
     paid and non-assessable;

          (c) Pledgor is the sole holder of record and the sole beneficial owner
     of the Pledged Collateral free and clear of any Lien thereon or affecting
     the title thereto, except for any Permitted Lien;



                                       2
<PAGE>
          (d) As of the date hereof, there are no existing options, warrants,
     calls or commitments of any character whatsoever relating to the Pledged
     Shares;

          (e) Pledgor has the right and requisite authority to pledge, assign,
     transfer, deliver, deposit and set over the Pledged Collateral to
     Administrative Agent, for its benefit and the ratable benefit of Lenders,
     as provided herein;

          (f) This Agreement has been duly authorized, executed and delivered by
     Pledgor and constitutes a legal, valid and binding obligation of Pledgor
     enforceable against Pledgor in accordance with its terms;

          (g) None of the Pledged Shares has been issued or transferred in
     violation of the securities registration, securities disclosure or similar
     laws of any jurisdiction to which such issuance or transfer may be subject;

          (h) No consent, approval, authorization or other order of any Person
     and no consent, authorization, approval, or other action by, and no notice
     to or filing with, any governmental authority is required (i) for the
     pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or
     for the execution, delivery or performance of this Agreement by Pledgor or
     (ii) for the exercise by Administrative Agent, for its benefit and the
     ratable benefit of the Lenders, of the voting or other rights provided for
     in this Agreement or the remedies in respect of the Pledged Collateral
     pursuant to this Agreement, except as may be required in connection with
     such disposition by laws affecting the offering and sale of securities
     generally;

          (i) The pledge, assignment and delivery of the Pledged Collateral
     pursuant to this Agreement will create a valid and perfected first priority
     Lien on the Pledged Collateral and the proceeds thereof; and

          The representations and warranties set forth in this Section 5 shall
     survive the execution and delivery of this Agreement.

     6. Covenants. Except as provided herein or as otherwise permitted in the
Credit Agreement, Pledgor covenants and agrees that until the termination of
this Agreement:

          (a) Without the prior written consent of Administrative Agent, Pledgor
     will not sell, assign, transfer, pledge, or otherwise encumber any of its
     rights in or to the Pledged Collateral, or any unpaid dividends or other
     distributions or payments with respect to the Pledged Collateral or grant a
     Lien in the Pledged Collateral;

          (b) For the purpose of carrying out the provisions of this Agreement,
     Pledgor will, at its expense, promptly execute, acknowledge and deliver all
     such instruments and take all such action as Administrative Agent from time
     to time may reasonably request including authorizing Administrative Agent's
     filing of any necessary financing statements, which may be filed by
     Administrative Agent with or without the signature of Pledgor, and will
     cooperate with Administrative Agent, at Pledgor's expense, in



                                       3
<PAGE>

     obtaining all necessary approvals and making all necessary filings under
     federal or state law in connection with such Liens or any sale or transfer
     of the Pledged Collateral;

          (c) Pledgor will defend the title to the Pledged Collateral and the
     Liens of Administrative Agent in the Pledged Collateral against the claim
     of any Person and will maintain and preserve such Liens until the
     termination of all Revolving Credit Commitments and indefeasible payment in
     full of the Secured Indebtedness; and

          (d) Pledgor will, upon obtaining any additional shares of stock of any
     of the Subsidiaries, which shares are not already Pledged Collateral, or
     upon the formation of any new subsidiary, promptly (and in any event within
     five (5) Business Days) deliver to Administrative Agent a Pledge Amendment,
     duly executed by Pledgor, in substantially the form of Schedule II hereto
     (a "PLEDGE AMENDMENT") in respect of any such additional shares, pledging
     to Administrative Agent, for itself and the ratable benefit Lenders, all of
     such additional shares. Pledgor hereby authorizes Administrative Agent to
     attach each Pledge Amendment to this Agreement and agrees that all Pledged
     Shares listed on any Pledge Amendment delivered to Administrative Agent
     shall for all purposes hereunder be considered Pledged Collateral.

     7. Pledgor's Rights. Until written notice shall be given by Administrative
Agent to Pledgor after the occurrence of an Event of Default in accordance with
Section 8(a) hereof:

          (a) Pledgor shall have the right, from time to time, to vote and give
     consents with respect to the Pledged Collateral, or any part thereof, for
     all purposes not inconsistent with the provisions of this Agreement, the
     Credit Agreement, and any Ancillary Agreement; provided, however, that no
     vote shall be cast, and no consent shall be given or action taken, which
     would have the effect of impairing the position or interest of
     Administrative Agent in respect of the Pledged Collateral or which would
     authorize or effect (except as and to the extent expressly permitted by the
     Credit Agreement) (i) the dissolution or liquidation, in whole or in part,
     of any of the Subsidiaries, (ii) the consolidation or merger of any of the
     Subsidiaries with any other Person, (iii) the sale, disposition or
     encumbrance of all or substantially all of the assets of any of the
     Borrowers, (iv) any change in the authorized number of shares, the stated
     capital or the authorized share capital of any of the Subsidiaries or the
     issuance of any additional shares of any Borrower's Stock or (v) the
     alteration of the voting rights with respect to the Stock of any of the
     Subsidiaries;

          (b) (i) Pledgor shall be entitled, from time to time, to collect and
     receive for its own use all dividends paid in respect of the Pledged Shares
     to the extent not in violation of the Credit Agreement other than any and
     all (A) dividends paid or payable other than in cash in respect of, and
     instruments and other property received, receivable or otherwise
     distributed in respect of, or in exchange for, any Pledged Collateral, (B)
     dividends and other distributions paid or payable in cash in respect of any
     Pledged Collateral in connection with a partial or total liquidation or
     dissolution, and (C) cash paid, payable or otherwise distributed in
     redemption of, or in exchange for, any Pledged Collateral; provided,
     however, that until actually paid all rights to such distributions shall
     remain subject to the Lien created by this Agreement; and (ii) all
     dividends (other than



                                       4
<PAGE>

     such cash dividends as are permitted to be paid to Pledgor in accordance
     with clause (i) above) and all other distributions in respect of any of the
     Pledged Shares of Pledgor, whenever paid or made, shall be delivered to
     Administrative Agent to hold as Pledged Collateral and shall, if received
     by Pledgor, be received in trust for the benefit of Administrative Agent,
     for its benefit and the ratable benefit Lenders, be segregated from the
     other property or funds of Pledgor, and be forthwith delivered to
     Administrative Agent as Pledged Collateral in the same form as so received
     (with any necessary endorsement).

     8. Defaults and Remedies.

          (a) Upon the occurrence of an Event of Default and during the
     continuation of such Event of Default, then on or at any time after such
     declaration (provided that such declaration is not rescinded by the
     Administrative Agent) and upon written notice to Pledgor, Administrative
     Agent (personally or through an Administrative Agent) is hereby authorized
     and empowered to transfer and register in its name or in the name of its
     nominee the whole or any part of the Pledged Collateral, to exchange
     certificates or instruments representing or evidencing Pledged Shares for
     certificates or instruments of smaller or larger denominations, to exercise
     the voting and all other rights as a stockholder with respect thereto
     (provided, however, that if Administrative Agent fails to exercise its
     voting power which could have a material adverse effect on Pledgor, as
     reasonably determined by Administrative Agent, then Pledgor shall be
     permitted to vote on such matter), to collect and receive all cash
     dividends and other distributions made thereon, to sell in one or more
     sales after ten (10) days' notice of the time and place of any public sale
     or of the time after which a private sale is to take place (which notice
     Pledgor agrees is commercially reasonable) the whole or any part of the
     Pledged Collateral and to otherwise act with respect to the Pledged
     Collateral as though Administrative Agent was the outright owner thereof,
     Pledgor hereby irrevocably constituting and appointing Administrative Agent
     as the proxy and attorney-in-fact of Pledgor, with full power of
     substitution to do so, and which appointment shall remain in effect until
     the Indebtedness is indefeasibly paid in full; provided, however,
     Administrative Agent shall not have any duty to exercise any such right or
     to preserve the same and shall not be liable for any failure to do so or
     for any delay in doing so. Any sale shall be made at a public or private
     sale at Administrative Agent's place of business, or at any place to be
     named in the notice of sale, either for cash or upon credit or for future
     delivery at such price as Administrative Agent may deem fair, and
     Administrative Agent or any Lender may be the purchaser of the whole or any
     part of the Pledged Collateral so sold and hold the same thereafter in its
     own right free from any claim of Pledgor or any right of redemption. Each
     sale shall be made to the highest bidder, but Administrative Agent reserves
     the right to reject any and all bids at such sale which, in its discretion,
     it shall deem inadequate. Demands of performance, except as otherwise
     herein specifically provided for, notices of sale, advertisements and the
     presence of property at sale are hereby waived and any sale hereunder may
     be conducted by an auctioneer or any officer or agent of Administrative
     Agent.


                                       5
<PAGE>
          (b) If, at the original time or times appointed for the sale of the
     whole or any part of the Pledged Collateral, the highest bid, if there be
     but one sale, shall be inadequate to discharge in full all the Secured
     Indebtedness, or if the Pledged Collateral be offered for sale in lots, if
     at any of such sales, the highest bid for the lot offered for sale would
     indicate to Administrative Agent, in its discretion, the unlikelihood of
     the proceeds of the sales of the whole of the Pledged Collateral being
     sufficient to discharge all the Secured Indebtedness, Administrative Agent
     may, on one or more occasions and in its discretion, postpone any of said
     sales by public announcement at the time of sale or the time of previous
     postponement of sale, and no other notice of such postponement or
     postponements of sale need be given, any other notice being hereby waived;
     provided, however, that any sale or sales made after such postponement
     shall be after ten (10) days' notice to Pledgor.

          (c) The proceeds of any sale, disposition or other realization upon
     all or any part of the Pledged Collateral shall be distributed by
     Administrative Agent, for the benefit of Administrative Agent and Lenders,
     upon receipt, in the following order of priorities:

               First, to Administrative Agent in an amount sufficient to pay in
          full the expenses of Administrative Agent in connection with such
          sale, disposition or other realization, including all expenses,
          Indebtedness and advances incurred or made by Administrative Agent in
          connection therewith, including reasonable attorneys' fees and
          expenses;

               Second, in accordance with Section 8.7 of the Credit Agreement;
          and

               Third, upon indefeasible payment in full of all of the Secured
          Indebtedness, to Pledgor or its representatives or to whomsoever may
          be lawfully entitled to receive the same, or as a court of competent
          jurisdiction may direct.

          (d) If, at any time when Administrative Agent shall determine to
     exercise its right to sell the whole or any part of the Pledged Collateral
     hereunder, such Pledged Collateral or the part thereof to be sold shall
     not, for any reason whatsoever, be effectively registered under the
     Securities Act of 1933, as amended (or any similar statute then in effect)
     (the "ACT"), Administrative Agent may, in its discretion (subject only to
     applicable requirements of law), sell such Pledged Collateral or part
     thereof by private sale in such manner and under such circumstances as
     Administrative Agent may deem necessary or advisable, subject to applicable
     securities laws. Without limiting the generality of the foregoing, in any
     such event, Administrative Agent in its discretion (i) may, in accordance
     with applicable securities laws, proceed to make such private sale
     notwithstanding that a registration statement for the purpose of
     registering such Pledged Collateral or part thereof could be or shall have
     been filed under said Act (or similar statute), (ii) may approach and
     negotiate with a single possible purchaser to effect such sale, and (iii)
     may restrict such sale to a purchaser who will represent and agree that
     such purchaser is purchasing for its own account, for investment and not
     with a view to the distribution or sale of such Pledged Collateral or part
     thereof. In addition to a private sale as provided above in this Section 7,
     if any of the Pledged Collateral shall not be freely distributable to the
     public without registration under the Act (or similar statute) at the



                                       6
<PAGE>

     time of any proposed sale pursuant to this Section 7, then Administrative
     Agent shall not be required to effect such registration or cause the same
     to be effected but, in its discretion (subject only to applicable
     requirements of law), may require that any sale hereunder (including a sale
     at auction) be conducted subject to restrictions (i) as to the financial
     sophistication and ability of any Person permitted to bid or purchase at
     any such sale, (ii) as to the content of legends to be placed upon any
     certificates representing the Pledged Collateral sold in such sale,
     including restrictions on future transfer thereof, (iii) as to the
     representations required to be made by each Person bidding or purchasing at
     such sale relating to that Person's access to financial information about
     Pledgor and such Person's intentions as to the holding of the Pledged
     Collateral so sold for investment for its own account and not with a view
     to the distribution thereof, and (iv) as to such other matters as
     Administrative Agent may, in its discretion, deem necessary or appropriate
     in order that such sale (notwithstanding any failure so to register) may be
     effected in compliance with the Bankruptcy Code and other laws affecting
     the enforcement of creditors' rights and the Act and all applicable state
     securities laws.

          (e) Pledgor acknowledges that notwithstanding the legal availability
     of a private sale or a sale subject to the restrictions described above in
     paragraph (d), Administrative Agent may, in its discretion, elect to
     register any or all the Pledged Collateral under the Act (or any applicable
     state securities law) in accordance with its rights hereunder. Pledgor,
     however, recognizes that Administrative Agent may be unable to effect a
     public sale of any or all the Pledged Collateral and may be compelled to
     resort to one or more private sales thereof. Pledgor also acknowledges that
     any such private sale may result in prices and other terms less favorable
     to the seller than if such sale were a public sale and, notwithstanding
     such circumstances, agrees that any such private sale shall be deemed to
     have been made in a commercially reasonable manner. Administrative Agent
     shall be under no obligation to delay a sale of any of the Pledged
     Collateral for the period of time necessary to permit the registrant to
     register such securities for public sale under the Act, or under applicable
     state securities laws, even if Pledgor would agree to do so.

          (f) Pledgor agrees, to the maximum extent permitted by applicable law,
     that following the occurrence and during the continuance of an Event of
     Default, it will not at any time plead, claim or take the benefit of any
     appraisal, valuation, stay, extension, moratorium or redemption law now or
     hereafter in force in order to prevent or delay the enforcement of this
     Agreement, or the absolute sale of the whole or any part of the Pledged
     Collateral or the possession thereof by any purchaser at any sale
     hereunder, and Pledgor waives the benefit of all such laws to the extent it
     lawfully may do so. Pledgor agrees that it will not interfere with any
     right, power and remedy of Administrative Agent provided for in this
     Agreement or now or hereafter existing at law or in equity or by statute or
     otherwise, or the exercise or beginning of the exercise by Administrative
     Agent of any one or more of such rights, powers or remedies. No failure or
     delay on the part of Administrative Agent to exercise any such right, power
     or remedy and no notice or demand which may be given to or made upon
     Pledgor by Administrative Agent with respect to any such remedies shall
     operate as a waiver thereof, or limit or impair Administrative Agent's
     right to take any action or to exercise any power or remedy


                                       7
<PAGE>

     hereunder, without notice or demand, or prejudice its rights as against
     Pledgor in any respect.

     9. Waiver. No delay on Administrative Agent's part in exercising any power
of sale, Lien, option or other right hereunder, and no notice or demand which
may be given to or made upon Pledgor by Administrative Agent with respect to any
power of sale, Lien, option or other right hereunder, shall constitute a waiver
thereof, or limit or impair Administrative Agent's right to take any action or
to exercise any power of sale, Lien, option, or any other right hereunder,
without notice or demand, or prejudice Administrative Agent's rights as against
Pledgor in any respect.

     10. Reinstatement of Pledgor's Rights. In the event Borrowers cure the
Event of Default prior to Administrative Agent or Lenders pursuing any remedies
available hereunder as a result of such Event of Default, Pledgor's rights under
Section 7 hereof shall be reinstated in full, provided, that Administrative
Agent and Lenders shall have been made whole.

     11. Assignment. Subject to the restrictions set forth herein,
Administrative Agent or any Lender may assign, indorse or transfer any
instrument evidencing all or any part of the Secured Indebtedness as provided
in, and in accordance with, the Credit Agreement, and the holder of such
instrument shall be entitled to the benefits of this Agreement.

     12. Termination. Upon the indefeasible payment in full of all Secured
Indebtedness and termination of the Commitments under the Credit Agreement,
Administrative Agent shall deliver to Pledgor the Pledged Collateral pledged by
Pledgor at the time subject to this Agreement and all instruments of assignment
executed in connection therewith, free and clear of the Liens hereof and, except
as otherwise provided herein, all of Pledgor's obligations hereunder shall at
such time terminate. If Administrative Agent is unable to deliver or locate the
Pledged Collateral for whatever reason, Administrative Agent and Lenders shall
indemnify Pledgor for any claims made by any Person relating to such undelivered
or lost Pledged Collateral.

     13. Lien Absolute. All rights of Administrative Agent and Lenders
hereunder, and all obligations of Pledgor hereunder, shall be absolute and
unconditional irrespective of:

          (a) any lack of validity or enforceability of the Credit Agreement,
     the Notes, any other Ancillary Agreements or any other agreement or
     instrument governing or evidencing any Secured Indebtedness;

          (b) any change in the time, manner or place of payment of, or in any
     other term of, all or any part of the Secured Indebtedness, or any other
     amendment or waiver of or any consent to any departure from the Credit
     Agreement, the Notes, any other Ancillary Agreement or any other agreement
     or instrument governing or evidencing any Secured Indebtedness;

          (c) any exchange, release or non-perfection of any other collateral,
     or any release or amendment or waiver of or consent to departure from any
     guaranty, for all or any of the Secured Indebtedness; or


                                       8
<PAGE>

          (d) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, Pledgor.

     14. Release. Pledgor consents and agrees that Administrative Agent and
Lenders may at any time, or from time to time, in their discretion (a) renew,
extend or change the time of payment, and/or the manner, place or terms of
payment of all or any part of the Secured Indebtedness and (b) exchange, release
and/or surrender all or any of the Pledged Collateral, or any part thereof, by
whomsoever deposited, which is now or may hereafter be held by Administrative
Agent in connection with all or any of the Secured Indebtedness; all in such
manner and upon such terms as Administrative Agent and Lenders may deem proper,
and without notice to or further assent from Pledgor, it being hereby agreed
that Pledgor shall be and remain bound upon this Agreement, and notwithstanding
any such change, exchange, settlement, compromise, surrender, release, renewal
or extension, and notwithstanding also that the Secured Indebtedness may, at any
time, exceed the aggregate principal amount thereof set forth in the Credit
Agreement, or any other agreement governing any Secured Indebtedness. Except as
provided herein, no act or omission of any kind on Administrative Agent's part
shall in any event affect or impair this Agreement.

     15. Reinstatement. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against Pledgor or
any Subsidiary for liquidation or reorganization, should Pledgor or any
Subsidiary become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of
Pledgor's or any of the Subsidiaries' assets, and shall continue to be effective
or be reinstated, as the case may be, if at any time payment and performance of
the Secured Indebtedness, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Secured Indebtedness, whether as a "voidable preference",
"fraudulent conveyance", or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Secured Indebtedness shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

     16. Miscellaneous.

          (a) Administrative Agent may execute any of its duties hereunder by or
     through Administrative Agents or employees and shall be entitled to advice
     of counsel, at its own cost, concerning all administrative matters
     pertaining to this Agreement; provided, however, that Pledgor agrees to
     promptly reimburse Administrative Agent for actual out-of-pocket expenses,
     including, without limitation, reasonable counsel fees, incurred by
     Administrative Agent in connection with the enforcement of this Agreement.

          (b) Neither Administrative Agent nor any Lender nor any of their
     respective officers, directors, employees, agents or counsel shall be
     liable for any action lawfully taken or lawfully omitted to be taken by it
     or them hereunder or in connection herewith, except for its or their own
     gross negligence or willful misconduct.

          (c) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS
     AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF,


                                       9
<PAGE>

     AND BE ENFORCEABLE BY, ADMINISTRATIVE AGENT AND LENDERS AND THEIR
     SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND
     ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS IN EFFECT IN THE STATE OF
     ILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS BUT GIVING
     EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, AND NONE OF THE TERMS
     OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED
     EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF ADMINISTRATIVE AGENT AND
     PLEDGOR.

     17. Severability. If for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or effect those portions of this
Agreement which are valid.

     18. Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other party, or whenever any of the parties desires to give or serve upon any
other a communication with respect to this Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in
writing and either shall be delivered in person with receipt acknowledged or
sent by registered or certified mail, return receipt requested, postage prepaid,
or by confirmed facsimile addressed as follows:

          (a) If to Administrative Agent, at:

              LaSalle Bank National Association
              135 South LaSalle Street
              Chicago, Illinois 60603
              Attention:  Meghan Blake
              Fax No.: (312) 904-0409

              With copies to:

              Ungaretti & Harris
              3500  Three First National Plaza
              Chicago, Illinois 60602
              Attention: Gary I. Levenstein, Esq.
              Fax No.: (312) 977-4405

          (b) If to Pledgor, at:

              Information Resources, Inc.
              150 North Clinton Street
              Chicago, Illinois 60661
              Attention: Michael Samuels
              Fax No.: (312) 474-3531



                                       10
<PAGE>

              With copies to:

              Freeborn & Peters
              311 South Wacker Drive
              Suite 3000
              Chicago, Illinois 60606
              Attention: Michael L. O'Shaughnessy, Esq.
              Fax No.: (312) 360-6520


or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly given or served upon (i) delivery in person by messenger, (ii)
the next Business Day by overnight courier service, (iii) at the end of the
Business Day after confirmed transmission by facsimile, (iv) or five (5)
Business Days after deposit in the United States certified or registered mails,
with proper postage prepaid. Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to the persons designated above to receive copies shall in no way adversely
affect the effectiveness of such notice, demand, request, consent, approval,
declaration or other communication.

     19. Section Titles. The Section titles contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

     20. Counterparts. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.

     21. Inconsistencies. To the extent that any terms or conditions of this
Agreement are inconsistent with the any terms or conditions of the Credit
Agreement, the Credit Agreement shall govern.

                            [signature page follows]



                                       11
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.


                                                     INFORMATION RESOURCES, INC.
                                                     a Delaware corporation


                                                     By:
                                                         -----------------------
                                                     Name:
                                                          ----------------------
                                                     Title:
                                                           ---------------------


Accepted and Acknowledged by:
----------------------------

LASALLE BANK NATIONAL ASSOCIATION,
as Administrative Agent for Lenders


By:
   --------------------------------
Name:
     ------------------------------
Title:
      -----------------------------





                                       12
<PAGE>
                                   SCHEDULE I

                                 PLEDGED SHARES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Stock Issuer                            Class     Stock Certificate       Number         Percentage of
------------                          of Stock        Number(s)         of Shares      Outstanding Shares
                                      --------        ---------         ---------      ------------------
--------------------------------------------------------------------------------------------------------------
<C>                                   <C>                 <C>             <C>                 <C>
564 Randolph Co. #2                    common             1               1,000               100%

--------------------------------------------------------------------------------------------------------------
IRI Puerto Rico, Inc.                  common             5              86,957               100%

--------------------------------------------------------------------------------------------------------------
IRI Venezuela Holdings, Inc.           common            C-1                100               100%

--------------------------------------------------------------------------------------------------------------
IRI Guatemala Holdings, Inc.           common             1                 100               100%

--------------------------------------------------------------------------------------------------------------
IRI Greek Holdings, Inc.               common             1                 100               100%

--------------------------------------------------------------------------------------------------------------
IRI French Holdings, Inc.              common             1                 100               100%

--------------------------------------------------------------------------------------------------------------
IRI Italy Holdings, Inc.               common             1                 100               100%

--------------------------------------------------------------------------------------------------------------
InfoScan Italy Holdings, Inc.          common             1                 100               100%

--------------------------------------------------------------------------------------------------------------
Shoppers Hotline, Inc.                 common             1               1,000               100%

--------------------------------------------------------------------------------------------------------------
North Clinton Corporation              common             1                 1                 100%

--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       13
<PAGE>
                                   SCHEDULE II

                                PLEDGE AMENDMENT

     This Pledge Amendment, dated ________________ __, 200[_] is delivered
pursuant to Section 6(d) of that certain U.S. Subsidiary Pledge Agreement (the
"PLEDGE AGREEMENT"), dated as of July 12, 2002, by the undersigned, as Pledgor,
to LaSalle Bank National Association as Administrative Agent for Lenders party
thereto. The undersigned hereby certifies that the representations and
warranties in Section 5 of the Pledge Agreement are and continue to be true and
correct, both as to the shares pledged prior to this Pledge Amendment and as to
the shares pledged pursuant to this Pledge Amendment. The undersigned further
agrees that this Pledge Amendment may be attached to the Pledge Agreement and
that the Pledged Shares listed on this Pledge Amendment shall be and become a
part of the Pledged Collateral referred to in said Pledge Agreement and shall
secure all Secured Indebtedness referred to in said Pledge Agreement. Except as
the set forth herein, the undersigned acknowledges that all the terms and
conditions of the Pledge Agreement shall remain in full force and effect.

                                 INFORMATION RESOURCES, INC.

                                 By:
                                     -------------------------------
                                 Name:
                                      ------------------------------
                                 Title:
                                       -----------------------------


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
         Name and                                       Class       Certificate         Number
         Address of Pledgor              Issuer       of Stock       Number(s)        of Shares
         ------------------              ------       --------       ---------        ---------
-----------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>            <C>              <C>

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

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

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

-----------------------------------------------------------------------------------------------------
</TABLE>








                                       14
<PAGE>

                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


     FOR VALUE RECEIVED, the undersigned, INFORMATION RESOURCES, INC., a
Delaware corporation, hereby assigns and transfers unto LASALLE BANK NATIONAL
ASSOCIATION ("Administrative Agent"), as Administrative Agent for the benefit of
all Lenders who are parties to that certain Revolving Credit Agreement dated
July 12, 2002 (the "Credit Agreement"), _____________ (____) shares of the
Common Stock (the "Shares") of ________________________ (the "Corporation"),
standing in the name of Information Resources, Inc., on the books of the
Corporation represented by certificate no. __1__; and does hereby irrevocably
constitute and appoint Administrative Agent as the undersigned's
attorney-in-fact to transfer the Shares on the books of the Corporation with
full power of substitution in the premises in accordance with and subject to the
terms of the Credit Agreement and the Security Agreement pursuant to which this
assignment was created.


DATED:  _____________________________


                                            INFORMATION RESOURCES, INC.
                                            a Delaware corporation


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Its:
                                                -------------------------------




                                       15


</TEXT>
</DOCUMENT>
