0001047469-03-030385 Sample Contracts

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
The Rights Agreement • September 11th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware

This Amendment No. 2 (this "Amendment") is entered into as of September 7, 2003, between INFORMATION RESOURCES, INC., a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"), to the Rights Agreement between the Company and Harris Trust and Savings Bank, amended and restated on October 27, 1997 and further amended on June 29, 2003 (the "Rights Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

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