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<SEC-DOCUMENT>/in/edgar/work/0000912057-00-044087/0000912057-00-044087.txt : 20001009
<SEC-HEADER>0000912057-00-044087.hdr.sgml : 20001009
ACCESSION NUMBER:		0000912057-00-044087
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	19980930
FILED AS OF DATE:		20001006

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EQUIFAX INC
		CENTRAL INDEX KEY:			0000033185
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7320
]		IRS NUMBER:				580401110
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q/A
			SEC ACT:		
			SEC FILE NUMBER:	001-06605
			FILM NUMBER:		736316
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1600 PEACHTREE ST NW
				CITY:			ATLANTA
				STATE:			GA
				ZIP:			30302
				BUSINESS PHONE:		4048858000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		1600 PEACHTREE ST NW
					CITY:			ATLANTA
					STATE:			GA
					ZIP:			30309
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	RETAIL CREDIT CO
						DATE OF NAME CHANGE:	19760222
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>a10-qa.txt
<DESCRIPTION>FORM 10-QA
<TEXT>

<PAGE>

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

                                 FORM 10-Q/A
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C. 20549


/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended        SEPTEMBER 30, 1998
                                    ---------------------------------------

                                 OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


     For the transition period ended
                                     -------------------------

     Commission File Number 1-6605
                            ------


                                 EQUIFAX INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


            GEORGIA                                               58-0401110
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S.Employer
 incorporation or organization)                              Identification No.)


1600 Peachtree Street, N.W. Atlanta, Georgia
P.O. Box 4081, Atlanta, Georgia                                      30302
- --------------------------------------------                       ----------
(Address of principal executive offices)                           (Zip Code)


                                 404-885-8000
             ----------------------------------------------------
             (Registrant's telephone number, including area code)


                                     None
             ----------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            CLASS                              OUTSTANDING AT SEPTEMBER 30, 1998
            -----                              ---------------------------------

Common Stock, $1.25 Par Value                               147,446,368


<PAGE>

EXPLANATORY NOTE
- ----------------

     This Form 10-Q/A Quarterly Report for the period ending September 30,
1998 is being filed to amend the original Form 10-Q Quarterly Report filed
November 16, 1998 to reflect the resolution of Confidential Treatment
Requests ("CTRs") filed by Equifax Inc. with the Securities and Exchange
Commission ("SEC") on November 16, 1998 and November 19, 1998. These CTRs
were filed in accordance with SEC rules, pursuant to which Equifax Inc.
requested confidential, non-public treatment for certain portions of the
agreements attached hereto as Exhibit 2.1 and Exhibit 10.1. Apart from
disclosing previously redacted terms of these agreements, there are no other
substantive changes to the Form 10-Q Quarterly Report as originally filed.


                                     INDEX

<TABLE>
<CAPTION>
                                                                       Page No.
                                                                       --------
<S>                                                                    <C>
Part I.  Financial Information

         Item 1. Financial Statements

                 Consolidated Balance Sheets --
                  September 30, 1998 and December 31, 1997              2 - 3

                 Consolidated Statements of Income --
                  Three Months Ended September 30, 1998 and 1997            4

                 Consolidated Statements of Income --
                  Nine Months Ended September 30, 1998 and 1997             5

                 Consolidated Statement of Shareholders'
                  Equity -- Nine Months Ended September 30, 1998            6

                 Consolidated Statements of Cash Flows --
                  Nine Months Ended September 30, 1998 and 1997             7

                 Notes to Consolidated Financial Statements            8 - 12

         Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                 13 - 19

         Item 3. Quantitative and Qualitative Disclosures
                  About Market Risk                                        19

Part II. Other Information

         Item 6. Exhibits and Reports on Form 8-K                          20
                  (Exhibit 10.1 contains information redacted
                  pursuant to a Request for Confidential
                  Treatment filed with the Securities and
                  Exchange Commission pursuant to Rule 406
                  under the Securities Act of 1933).

</TABLE>

                                       1

<PAGE>

                        PART I.  FINANCIAL INFORMATION
                        ------------------------------
ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                SEPTEMBER 30,    DECEMBER 31,
(IN THOUSANDS)                                      1998             1997
- -----------------------------------------------------------------------------
                                                (UNAUDITED)
<S>                                             <C>               <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                        $   85,935       $   52,251
Accounts receivable                                 330,541          270,665
Deferred income tax assets                           34,670           39,221
Other current assets                                 67,061           38,795
                                                 ----------       ----------

 Total current assets                               518,207          400,932
                                                 ----------       ----------

PROPERTY AND EQUIPMENT:
Land, buildings and improvements                     30,267           24,870
Data processing equipment and furniture             237,329          194,553
                                                 ----------       ----------

                                                    267,596          219,423
Less accumulated depreciation                       146,225          124,689
                                                 ----------       ----------

                                                    121,371           94,734
                                                 ----------       ----------

GOODWILL                                            741,361          365,427
                                                 ----------       ----------

PURCHASED DATA FILES                                176,834          103,282
                                                 ----------       ----------

OTHER ASSETS                                        272,904          212,729
                                                 ----------       ----------

                                                 $1,830,677       $1,177,104
                                                 ==========       ==========
</TABLE>

The notes on pages 8 through 12 are an integral part of these consolidated
balance sheets.

                                       2

<PAGE>

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,       DECEMBER 31,
(IN THOUSANDS, EXCEPT PAR VALUE)                                        1998                1997
- ----------------------------------------------------------------------------------------------------
                                                                      (UNAUDITED)

<S>                                                                 <C>                <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Short-term debt and current maturities of long-term debt            $   50,367         $   12,984
Accounts payable                                                       106,043             94,682
Accrued salaries and bonuses                                            35,536             26,404
Income taxes payable                                                    24,680             13,827
Other current liabilities                                              204,610            179,712
                                                                    ----------         ----------

  Total current liabilities                                            421,236            327,609
                                                                    ----------         ----------

LONG-TERM DEBT, LESS CURRENT MATURITIES                                849,039            339,301
                                                                    ----------         ----------

LONG-TERM DEFERRED REVENUE                                              34,999             42,848
                                                                    ----------         ----------

OTHER LONG-TERM LIABILITIES                                            126,738            117,949
                                                                    ----------         ----------

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS' EQUITY:
Common stock, $1.25 par value; shares authorized - 300,000;
  issued - 173,422 in 1998 and 172,465 in 1997;
  outstanding - 141,461 in 1998 and 142,609 in 1997                    216,778            215,581
Preferred stock, $0.01 par value; shares authorized -
  10,000; issued and outstanding - none in 1998 or 1997                     --                 --
Paid-in capital                                                        274,862            244,496
Retained earnings                                                      531,564            421,541
Accumulated other comprehensive income (Note 6)                        (23,821)           (20,076)
Treasury stock, at cost, 25,976 shares in 1998
  and 23,304 shares in 1997                                           (541,741)          (447,578)
Stock held by employee benefits trusts, at cost,
  5,985 shares in 1998 and 6,553 shares in 1997                        (58,977)           (64,567)
                                                                    ----------         ----------

  Total shareholders' equity                                           398,665            349,397
                                                                    ----------         ----------

                                                                    $1,830,677         $1,177,104
                                                                    ==========         ==========
</TABLE>

The notes on pages 8 through 12 are an integral part of these consolidated
balance sheets.

                                       3

<PAGE>

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                    1998        1997
- --------------------------------------------------------------------------------
<S>                                                       <C>         <C>
Operating revenue                                         $425,414    $344,086
                                                          --------    --------

Costs of services                                          246,509     200,986
Selling, general and administrative expenses                79,258      60,363
                                                          --------    --------

 Total operating expenses                                  325,767     261,349
                                                          --------    --------

Operating income                                            99,647      82,737

Other income, net                                            3,384       1,489
Interest expense                                           (12,719)     (5,229)
                                                          --------    --------

Income before income taxes                                  90,312      78,997

Provision for income taxes                                  36,783      31,757
                                                          --------    --------

Net income                                                $ 53,529    $ 47,240
                                                          ========    ========

Per common share (basic):
  Net income                                              $   0.38    $   0.33
                                                          ========    ========
  Shares used in computing basic earnings per share        141,794     144,226
                                                          ========    ========

Per common share (diluted):
  Net income                                              $   0.37    $   0.32
                                                          ========    ========
  Shares used in computing diluted earnings per share      144,863     147,637
                                                          ========    ========

Dividends per common share                                $ 0.0875    $ 0.0875
                                                          ========    ========
</TABLE>

The notes on pages 8 through 12 are an integral part of these consolidated
statements.

                                       4

<PAGE>

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>

                                                                       NINE MONTHS ENDED
                                                                         SEPTEMBER 30,
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                            1998               1997
- ----------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>
Operating revenue                                                $1,171,972          $999,114
                                                                 ----------          --------
Costs of services                                                   680,509           579,717
Selling, general and administrative expenses                        218,639           190,349
                                                                 ----------          --------
 Total operating expenses                                           899,148           770,066
                                                                 ----------          --------
Operating income                                                    272,824           229,048

Other income, net                                                     4,754            44,652
Interest expense                                                    (27,973)          (15,033)
                                                                 ----------          --------
Income from continuing operations before income taxes               249,605           258,667

Provision for income taxes                                          100,709           111,696
                                                                 ----------          --------
Income from continuing operations                                   148,896           146,971
                                                                 ----------          --------
Discontinued operations:
Income from discontinued operations, net of income
  taxes of $10,179                                                       --            14,336
Costs associated with effecting the spinoff, net of
  income tax benefit of $2,154                                           --           (12,887)
                                                                 ----------          --------
Total discontinued operations                                            --             1,449
                                                                 ----------          --------
Net income                                                       $  148,896          $148,420
                                                                 ==========          ========
Per common share (basic):
  Income from continuing operations                              $     1.05          $   1.02
  Discontinued operations                                                --              0.01
                                                                 ----------          --------
  Net income                                                     $     1.05          $   1.03
                                                                 ==========          ========
  Shares used in computing basic earnings per share                 141,621           144,659
                                                                 ==========          ========
Per common share (diluted):
  Income from continuing operations                              $     1.03          $   0.99
  Discontinued operations                                                --              0.01
                                                                 ----------          --------
  Net income                                                     $     1.03          $   1.00
                                                                 ==========          ========
  Shares used in computing diluted earnings per share               144,651           148,274
                                                                 ==========          ========
Dividends per common share                                       $   0.2625          $ 0.2575
                                                                 ==========          ========
</TABLE>

The notes on pages 8 through 12 are an integral part of these consolidated
statements.

                                       5

<PAGE>

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>

                                                                    NINE MONTHS ENDED
(IN THOUSANDS)                                                     SEPTEMBER 30, 1998
- ----------------------------------------------------------------------------------------
<S>                                                                      <C>
COMMON STOCK:
Balance at beginning of period                                           $ 215,581
Shares issued under stock plans                                              1,197
                                                                         ---------

Balance at end of period                                                 $ 216,778
                                                                         =========

PAID-IN CAPITAL:
Balance at beginning of period                                           $ 244,496
Shares issued under stock plans                                             15,926
Adjustment for treasury shares reissued for an acquisition                   2,666
Adjustment for benefits trust shares reissued for benefit plans             10,392
Other                                                                        1,382
                                                                         ---------

Balance at end of period                                                 $ 274,862
                                                                         =========

RETAINED EARNINGS:
Balance at beginning of period                                           $ 421,541
Net income                                                                 148,896
Cash dividends paid                                                        (38,873)
                                                                         ---------

Balance at end of period                                                 $ 531,564
                                                                         =========

ACCUMULATED OTHER COMPREHENSIVE INCOME (Note 6):
Balance at beginning of period                                           $ (20,076)
Adjustment during period                                                    (3,745)
                                                                         ---------

Balance at end of period                                                 $ (23,821)
                                                                         =========

TREASURY STOCK:
Balance at beginning of period                                           $(447,578)
Cost of shares repurchased                                                 (97,447)
Cost of shares reissued for an acquisition                                   3,334
Cost of shares reissued under stock plans                                      279
Other                                                                         (329)
                                                                         ---------

Balance at end of period                                                 $(541,741)
                                                                         =========

STOCK HELD BY EMPLOYEE BENEFITS TRUSTS:
Balance at beginning of period                                           $ (64,567)
Cost of shares reissued for benefit plans                                    3,843
Cost of shares reissued under stock plans                                    1,747
                                                                         ---------

Balance at end of period                                                 $ (58,977)
                                                                         =========
</TABLE>


The notes on pages 8 through 12 are an integral part of this consolidated
statement.

                                       6
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                NINE MONTHS ENDED
                                                                                   SEPTEMBER 30,
(IN THOUSANDS)                                                                  1998          1997
- -----------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                  $ 148,896     $ 148,420
   Less income from discontinued operations                                          --        (1,449)
                                                                              ---------     ---------
  Income from continuing operations                                             148,896       146,971
  Adjustments to reconcile income from continuing operations to
    net cash provided by operating activities of continuing operations:
    Depreciation and amortization                                                72,343        56,208
    Gain from sale of business                                                       --       (42,798)
    Changes in assets and liabilities:
      Accounts receivable, net                                                  (27,104)      (38,648)
      Current liabilities, excluding debt                                        44,092         7,426
      Other current assets                                                      (11,679)       (7,850)
      Deferred income taxes                                                      10,950        14,526
      Other long-term liabilities, excluding debt                               (14,023)        4,002
      Other assets                                                              (17,010)      (10,227)
                                                                              ---------     ---------
  Net cash provided by operating activities of continuing operations            206,465       129,610
                                                                              ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                                           (35,026)      (25,387)
  Additions to other assets, net                                                (49,146)      (28,571)
  Acquisitions, net of cash acquired                                           (474,655)      (75,038)
  Proceeds from sale of business                                                     --        80,998
  Investments in unconsolidated affiliates                                      (18,778)           --
                                                                              ---------     ---------
  Net cash used in investing activities of continuing operations               (577,605)      (47,998)
                                                                              ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net short-term borrowings                                                      32,220        17,330
  Net additions (payments) to long-term debt                                    499,216       (89,452)
  Dividends paid                                                                (38,873)      (38,933)
  Treasury stock purchases                                                      (97,447)      (79,425)
  Proceeds from exercise of stock options                                         9,009        15,583
  Other                                                                           2,571         1,687
                                                                              ---------     ---------
  Net cash provided (used) by financing activities of continuing operations     406,696      (173,210)
                                                                              ---------     ---------
Effect of foreign currency exchange rates on cash                                (1,872)        1,361
Net cash provided by discontinued operations                                         --       100,148
                                                                              ---------     ---------
Net cash provided                                                                33,684         9,911
Cash and cash equivalents, beginning of period                                   52,251        48,160
                                                                              ---------     ---------
Cash and cash equivalents, end of period                                       $ 85,935     $  58,071
                                                                              =========     =========

</TABLE>

The notes on pages 8 through 12 are an integral part of these consolidated
statements.

                                       7

<PAGE>

                                 EQUIFAX INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              SEPTEMBER 30, 1998


1.  BASIS OF PRESENTATION:

The financial statements included herein have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
This information reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of the statement of financial
position of the Company as of September 30, 1998 and the results of operations
for the three and nine months ended September 30, 1998 and 1997, and the cash
flows for the nine months ended September 30, 1998 and 1997. All adjustments
made have been of a normal recurring nature. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
The Company believes that disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto included
in the Company's annual report on Form 10-K for the year ended December 31,
1997.

2.  NATURE OF OPERATIONS:

The Company principally provides information services to businesses to help them
grant credit and authorize and process credit card and check transactions. The
principal lines of business are information services and payment services (see
Note 9 for industry segment information). The principal markets for both
information and payment services are retailers, banks and other financial
institutions, with information services also serving the telecommunications and
utility industries. The Company's operations are predominately located within
the United States, with foreign operations principally located within Canada,
the United Kingdom, Chile, Brazil and Argentina.

3.  USE OF ESTIMATES:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements as well as reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

4.  DISCONTINUED OPERATIONS:

On December 9, 1996, the Company announced its intention to split into two
independent, publicly traded companies by spinning off its Insurance Services
industry segment, contingent on receiving a favorable ruling from the IRS
regarding the tax-free status of the dividend for U.S. shareholders. In July
1997, the Company received the favorable IRS ruling and on August 7, 1997
completed the spinoff of its Insurance Services industry segment. The spinoff
was accomplished by the Company's contribution of the business units that
comprised the Insurance Services segment into one wholly owned subsidiary,
ChoicePoint Inc. All of the common stock of ChoicePoint was then distributed to
Equifax shareholders as a dividend, with one share of ChoicePoint common stock
distributed for each ten shares of Equifax common stock held. As a result of the
spinoff, the Company's consolidated statements of income and consolidated
statement of cash flows for the nine months ended September 30, 1997 have been
prepared with the Insurance Services segment results of operations and cash
flows shown as "discontinued operations". During the third quarter of 1997, the
Company recorded an expense of $15,041,000 ($12,887,000 after tax, or $.09 per
share) to reflect the net costs associated with effecting the spinoff.

                                       8
<PAGE>

5. LONG-TERM DEBT:

In June 1998, the Company issued new 6.3% seven-year notes with a face value of
$250,000,000 in a public offering. The notes were sold at a discount of
$1,172,500. In July 1998, the Company issued new 6.9% thirty-year debentures
with a face value of $150,000,000 in a public offering. The debentures were sold
at a discount of $1,500,000. The discounts and related issuance costs will be
amortized on a straight-line basis over the respective term of the notes and
debentures.

6.  SHAREHOLDERS' EQUITY:

TREASURY STOCK. During the first nine months of 1998, the Company repurchased
approximately 2,443,000 of its common shares through open market transactions at
an aggregate cost of $83,212,000. In September 1998, the Company also
repurchased 390,000 shares from an employee benefit trust for $14,235,000, which
the trust contributed to the Company's U.S. Retirement Plan. As of September 30,
1998, approximately $125 million remained authorized for future share
repurchases.

During the third quarter of 1998, the Company reissued approximately 164,000
shares valued at $6.0 million for an acquisition (note 8).

COMPREHENSIVE INCOME.  Effective with the first quarter, 1998 the Company
adopted FASB Statement No. 130, "Reporting Comprehensive Income". For the nine
month periods ending September 30, 1998 and 1997, comprehensive income is as
follows:

<TABLE>
                                                    NINE MONTHS ENDED
                                                       SEPTEMBER 30
(IN THOUSANDS)                                     1998            1997
- --------------                                   --------        --------
<S>                                              <C>             <C>
Net Income                                       $148,896        $148,420

Change in cumulative foreign
   currency translation adjustment                 (3,745)         (1,902)
                                                 --------        --------

Comprehensive income                             $145,151        $146,518

                                                 ========        ========
</TABLE>

Accumulated other comprehensive income at September 30, 1998 and December 31,
1997 consists of the following components:

<TABLE>
<CAPTION>
(IN THOUSANDS)                        SEPTEMBER 30, 1998    DECEMBER 31, 1997
- --------------                        ------------------    -----------------
<S>                                       <C>                    <C>
Cumulative foreign currency
   translation adjustment                  $17,429               $13,684

Adjustment for minimum liability
   under supplemental retirement plan        6,392                 6,392
                                           -------               -------

                                           $23,821               $20,076
                                           =======               =======

</TABLE>

                                       9

<PAGE>

7. AGREEMENT WITH COMPUTER SCIENCES CORPORATION:

The Company has an agreement with Computer Sciences Corporation (CSC) under
which CSC-owned credit bureaus and certain CSC affiliate bureaus utilize the
Company's credit database service. CSC and these affiliates retain ownership of
their respective credit files and the revenues generated by their credit
reporting activity. The Company receives a processing fee for maintaining the
database and for each report supplied. The initial term of the agreement expired
in July 1998, and was renewable at the option of CSC for successive ten-year
periods. CSC has renewed the agreement for the ten-year period beginning August
1, 1998. The agreement provides CSC with an option to sell its credit reporting
businesses to the Company, and provides the Company with an option to purchase
CSC's credit reporting businesses if CSC does not elect to renew the agreement
or if there is a change in control of CSC while the agreement is in effect. Both
options expire in 2013. As of August 1, 1998, the option price is determined by
appraisal.

On November 25, 1997, CSC exercised an option, also contained in the agreement,
to sell its collection businesses to the Company at a purchase price of
approximately $38 million. This transaction was finalized in the second quarter
of 1998. Subsequent to November 25, 1997, the Company determined that the fair
value of the business being sold (based on its estimated discounted cash flows)
was less than the contractual purchase price because a major contract expiring
in 1998 would not be renewed. Accordingly, in the fourth quarter of 1997, the
Company recorded a $25,000,000 charge ($14,950,000 after tax, or $.10 per share)
to reflect a valuation loss on this acquisition, with a corresponding
$25,000,000 liability included in other current liabilities. As of September 30,
1998, the $25,000,000 liability has been reclassified to reduce the amount of
goodwill recorded with this acquisition. In October 1998, this business was sold
for approximately the carrying amount of its net assets.

8.  ACQUISITIONS, EQUITY INVESTMENTS AND DIVESTITURE:

During the first nine months of 1998, the Company:

- - Acquired a risk management services business in the U.S. (Note 7) and a risk
  management services business in the U.K.
- - Acquired the credit files of twelve affiliates located in the United States
  and one affiliate located in Canada.
- - Acquired The Decisioneering Group, Inc., a consulting services business in the
  U.S.
- - Increased its ownership to greater than 50% in two foreign affiliates in Spain
  and Peru and began consolidating their operations.
- - Increased the ownership in its Canadian operations to 100%.
- - Made equity investments in information services companies in India and the
  U.K.
- - Acquired 59.3% of a credit card services company in Brazil.
- - Acquired 80% of an information services company in Brazil.
- - Made an equity investment in 34% of a data processing services company in
  Brazil.

The businesses and increased equity interests in companies of greater than 50%
ownership were accounted for as purchases, and had a total purchase price of
$487.2 million. They were acquired for cash of $481.2 million and the reissuance
of treasury stock with a market value of $6.0 million. The equity investments
totaled $18.8 million, were acquired for cash, and were accounted for under the
equity method. The total invested in Brazilian companies was approximately $350
million. The Company expects these Brazilian investments to dilute earnings per
share approximately $.04 in 1998 and $.07 in 1999 due to increased goodwill
amortization, interest expense and expense associated with our "year 2000
program". Also, during the first quarter of 1998, the Company obtained the
control necessary and began to consolidate the operations of its 66.7%
investment in Organizacion VERAZ S.A. in Argentina which was acquired in 1997
and 1994. These acquisitions and the consolidation of VERAZ resulted in $386.0
million of goodwill and $84.4 million of purchased data files. These allocations
include $26.0 million reallocated from other assets related to the Company's
investment in VERAZ and two other foreign affiliates previously accounted for
under the equity method. Their results of operations have been included in the
consolidated statements of income from the dates of acquisition. The following
unaudited pro forma information has been prepared as if these acquisitions had
occurred on January 1, 1997. The
                                       10

<PAGE>

information is based on historical results of the separate companies and may not
necessarily be indicative of the results that could have been achieved or, of
results which may occur in the future.

<TABLE>
<CAPTION>
                                              NINE                 NINE
(IN THOUSANDS, EXCEPT PER SHARE           MONTHS ENDED         MONTHS ENDED
 AMOUNTS)                              SEPTEMBER 30, 1998   SEPTEMBER 30, 1997
- -------------------------------        ------------------   ------------------
<S>                                       <C>                   <C>
Revenue                                    $1,301,233           $1,167,831
Net income                                    136,777              137,193
Net income per common share (diluted)            0.94                 0.92
</TABLE>

During the third quarter of 1997, the company sold its National Decision Systems
business unit from its North American Information Services industry segment.
Cash proceeds, net of related divestiture expenses, totaled $80,998,000 and
resulted in a gain of $42,798,000 recorded in other income ($17,881,000 after
tax, or $.12 per share).

9.  INDUSTRY SEGMENT INFORMATION:

Effective with the first quarter, 1998, the Company adopted FASB Statement No.
131, "Disclosures About Segments of an Enterprise and Related Information".
Operating revenue and operating income by industry segment for the third quarter
and first nine months of 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                        THIRD QUARTER                                  NINE MONTHS
                                                -----------------------------                -------------------------------
OPERATING REVENUE:                                1998                 1997                      1998                 1997
- ------------------                              --------             --------                ----------             --------
<S>                                             <C>                  <C>                     <C>                    <C>
North American Information Services             $201,579             $178,670                $  578,454             $533,206
Payment Services                                 130,369              108,612                   358,493              312,951
Equifax Europe                                    61,559               45,547                   164,665              127,257
Equifax Latin America                             29,498                8,848                    63,133               18,474
Other                                              2,409                2,409                     7,227                7,226
                                                --------             --------                ----------             --------
                                                $425,414             $344,086                $1,171,972             $999,114
                                                ========             ========                ==========             ========
Operating Income:
- -----------------
North American Information Services             $ 70,525             $ 63,064                $  202,242             $182,702
Payment Services                                  26,501               18,223                    68,370               52,782
Equifax Europe                                     7,578                7,240                    16,646               13,905
Equifax Latin America                              6,046                1,785                    14,578                4,917
Other                                              2,217                2,217                     6,649                6,651
                                                --------             --------                ----------             --------
Operating Contribution                           112,867               92,529                   308,485              260,957
General Corporate Expense                        (13,220)              (9,792)                  (35,661)             (31,909)
                                                --------             --------                ----------             --------
                                                $ 99,647             $ 82,737                $  272,824             $229,048
                                                ========             ========                ==========             ========
</TABLE>

                                       11

<PAGE>

10.  EARNINGS PER SHARE (EPS):

The income amount used in the numerator of the Company's EPS calculations is the
same for both basic and diluted EPS. A reconciliation of the average outstanding
shares used in the denominator of the calculations is as follows:

<TABLE>
<CAPTION>
                                                        THIRD QUARTER                                 NINE MONTHS
                                                 ---------------------------                 ----------------------------
(IN THOUSANDS)                                     1998                1997                     1998                1997
- --------------                                   -------             -------                  -------             -------
<S>                                              <C>                 <C>                      <C>                  <C>
Weighted average shares
   outstanding (basic)                           141,794             144,226                  141,621             144,659
Effect of dilutive securities:
   Stock options                                   2,776               2,914                    2,737               3,118
   Performance share plan                            293                 497                      293                 497
                                                 -------             -------                  -------             -------
Weighted average shares
   outstanding (diluted)                         144,863             147,637                  144,651             148,274
                                                 =======             =======                  =======             =======
</TABLE>


11.  RECENT ACCOUNTING PRONOUNCEMENT:

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133 establishes accounting and
reporting standards for derivative instruments and hedging activities, and is
effective January 1, 2000 for the Company. Based on its current level of
derivative instruments and hedging activities, the Company does not believe the
adoption of SFAS 133 will have a significant impact on its financial statements
or reported earnings.

                                       12

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

                             RESULTS OF OPERATIONS

           (Third quarter and first nine months of 1998 compared to the third
               quarter and first nine months of 1997)

On August 7, 1997, the Company completed the spinoff of its Insurance Services
industry segment (Note 4). Accordingly, the results of operations information
presented below reflect only the continuing operations of the Company.

Revenue for the third quarter and first nine months increased 23.6% and 17.3%
respectively over the comparable periods of 1997. After adjusting for the May
1997 divestiture of National Decision Systems, revenue was up 23.6% in the
quarter and 18.8% in the first nine months, with approximately 13.8 and 9.4
percentage points of the respective increases attributable to acquisitions.
Operating income of $99.6 million in the quarter and $272.8 million in the first
nine months increased 20.4% and 19.1% respectively, over the prior year. These
increases are primarily the result of revenue growth and continued operating
leverage across all operating groups.

Excluding an after-tax gain of $17.9 million or $.12 per share from the sale of
National Decision Systems in May 1997, net income from continuing operations
increased 13.3% in the quarter and 15.3% year-to-date, and diluted earnings per
share from continuing operations increased 15.6% in the quarter and 18.4%
year-to-date. During the third quarter and first nine months of 1998, the
Company expensed approximately $5.7 million ($3.4 million after tax or $.02 per
share) and $14.3 million ($8.6 million after tax or $.06 per share)
respectively, in costs related to the Company's "year 2000 program". The Company
expects that the total impact of the Company's year 2000 program expenses will
be approximately $.09 per share in 1998.

The following discussion analyzes operating results by industry segment (Note
9), general corporate expense, and consolidated other income, interest expense
and effective income tax rates.

NORTH AMERICAN INFORMATION SERVICES
- -----------------------------------

Revenue in North American Information Services, which includes U.S. Reporting
Services, U.S. Risk Management Services, Mortgage Information Services, Canadian
Operations, as well as National Decision Systems (divested in May 1997)
increased 12.8% in the quarter and 8.5% year-to-date. Excluding the divestiture,
revenue increased 12.8% in the quarter and 11.2% in the first nine months with
5.6 and 4.1 percentage points of the respective increases attributable to
acquisitions. U.S. Reporting Services revenue was up 11.0% in both periods due
to increased demand from the finance and telecommunication/utility industries as
well as growth in marketing services. Although modest pricing pressures are
expected to continue, average prices for credit reports were up slightly in both
periods. Revenue in U.S. Risk Management Services was up 27.9% in the quarter
and 19.8% year-to-date due to the May 1998 acquisition of CSC's collection
business, which the company sold in October 1998 (Note 7) and continued growth
in receivables management outsourcing. Mortgage Information Services revenue
increased $2.6 million in the quarter and $6.2 million year-to-date due to the
favorable interest rate environment.

Canadian revenues declined 4.0% in the third quarter and 4.1% in the first nine
months due to unfavorable exchange rate movements. In local currency, revenues
were up 4.9% in the quarter and 1.9% year-to-date due to a third quarter 1998
acquisition. Excluding these acquisitions, revenues were about level with the
prior year in both periods as gains in Reporting Services were offset by
declines in Risk Management revenue.

                                       13

<PAGE>

Operating income for North American Information Services increased 11.8% in the
quarter and 10.7% year-to-date due primarily to the revenue growth in U.S.
Reporting Services, U.S. Risk Management Services, and Mortgage Information
Services.

PAYMENT SERVICES
- ----------------

Revenue in Payment Services, which includes Card Services, Check Services, and
Card Software, increased 20.0% in the quarter and 14.6% in the first nine months
over the comparable prior year periods with the third quarter acquisition of a
card services business in Brazil accounting for 5.7 and 2.0 percentage points of
the respective increases. Exclusive of this acquisition, Card Services revenue
was up 10.8% in the quarter and 13.3% year-to-date with growth driven by
increases in processing of both cardholder and merchant transactions. Revenue
growth in Card Services was tempered by price reductions within the CSG-Madison
operations where certain cost savings achieved from converting these operations
to the Company's card processing system are being passed on to customers.
Excluding CSG-Madison, Card Services revenue increased approximately 15% in the
quarter and 19% in the first nine months. Third quarter and year-to-date revenue
in Check Services increased 7.4% and 6.9% respectively, due primarily to
increased volume. Card Software revenues were up in both periods due to timing
of license sales between years.

Operating income increased 45.4% in the quarter and 29.5% year-to-date driven by
the revenue growth within Card Services and the operating leverage achieved from
the integration of the CSG-Madison operations, acquired in the fourth quarter of
1996. The growth in this segment's third quarter operating income also benefited
from the performance in Card Software due to higher revenues in the period.

EQUIFAX EUROPE
- --------------

Equifax Europe consists of operations primarily in the United Kingdom and Spain.
During the third quarter 1998, the Company increased its ownership in the
operations in Spain to 58% and obtained the control necessary to consolidate
these operations. Also, in the first quarter 1998, Equifax Europe acquired a
risk management services business in the U.K. Exclusive of these acquisitions,
revenue was up 11.5% in the quarter and 15.1% in the first nine months, driven
by volume increases in U.K. Consumer Information Services and improved
performance across almost all industry groups.

Operating income for Equifax Europe increased 4.7% in the quarter and 19.7%
year-to-date. The third quarter operating income growth for Equifax Europe was
tempered by higher expenses related to modification of computer software for
compliance with Year 2000 and start up expenses related to a third quarter 1998
joint venture. Excluding these expenses, operating income increased 24.1% in the
quarter and 41.0% year-to-date, driven by the operating leverage obtained from
the revenue growth and continued integration of acquisitions.

EQUIFAX LATIN AMERICA
- ---------------------

Equifax Latin America consists of operations primarily in Chile, Argentina and
Brazil as well as a developing operation in Mexico. Revenue increases in both
periods were due primarily to an August 1998 acquisition in Brazil and the
consolidation of the operations in Argentina. The year-to-date revenue increase
also reflects the consolidation of the operation in Chile beginning in the
second quarter of 1997. In the first quarter of 1997, the Company owned 50% of
Chile and 33.3% of Argentina and accounted for these operations under the equity
method of accounting. In April 1997, the Company increased its ownership in
Chile to 100% and began consolidating this operation. In December 1997, the
Company increased its investment in Argentina to 66.7% and, in early 1998,
obtained the control necessary to consolidate this operation.

Operating income for Equifax Latin America was up $4.3 million in the quarter
and $9.7 million year-to-date. The third quarter and year-to-date increases were
due primarily to the ownership increase in Argentina and the acquisition in
Brazil, while the year-to-date increase also benefited from the ownership
increase in Chile.

                                       14

<PAGE>

OTHER
- -----

This segment's revenue and operating income remained comparable between periods.
Its operations consist solely of a subcontract related to the Company's lottery
subsidiary.

GENERAL CORPORATE EXPENSE
- -------------------------

General Corporate Expense increased $3.4 million in the third quarter and $3.8
million year-to-date over the respective prior year periods. These increases
were primarily the result of higher Year 2000 expenses and costs related to the
development of digital certificate services. The third quarter was also
negatively impacted by higher stock plan expense.

OTHER INCOME
- ------------

The $1.9 million increase in other income from the third quarter of 1997 to the
third quarter of 1998 was primarily due to higher interest income resulting from
the temporary investment of loan proceeds prior to their use for acquisitions.
The $39.9 million decrease in year-to-date other income was due to the 1997
$42.8 million gain on the sale of National Decision Systems, partially offset by
the higher levels of interest income in 1998.

INTEREST EXPENSE
- ----------------

Interest expense increased $7.5 million in the quarter and $12.9 million
year-to-date due to the higher level of borrowings for acquisitions and share
repurchases.

EFFECTIVE INCOME TAX RATES
- --------------------------

The increase in the effective tax rate in the third quarter was due primarily to
nondeductible goodwill and minority interest expense associated with certain of
the 1998 acquisitions. The decline in the year-to-date effective tax rate was
due primarily to the nondeductible goodwill related to the 1997 sale of National
Decision Systems.

                              FINANCIAL CONDITION

Net cash provided by operations for the first nine months increased from $129.6
million in 1997 to $206.5 million in 1998 and working capital increased $23.6
million between years. Normal capital expenditures and dividend payments were
met with these internally generated funds.

Other significant outlays in the first nine months included $97.4 million of
treasury stock purchases (Note 6), $474.7 million (net of $6.5 million cash
acquired) for acquisitions (Note 8) and $18.8 million for investments in
unconsolidated affiliates. These items were principally financed by an increase
in long-term debt and excess cash from operations. In September 1998, the
Company offered and sold $400 million in senior unsecured notes and debentures
(Note 5), with $250 million proceeds received in June and $150 million received
in July (before discounts and fees).

As of September 30, 1998, approximately $125 million remained authorized under
the Company's share repurchase program. Capital expenditures for the remainder
of 1998 are currently projected to be approximately $35 million, exclusive of
acquisitions. Additional expenditures are possible as opportunities arise. The
remaining 1998 capital expenditures, exclusive of acquisitions, should be met
with internally generated funds. At September 30, 1998, $522 million was
available under the Company's $750 million revolving credit facility to fund
future capital requirements, including the possible purchase of the CSC credit
reporting businesses (Note 7). Management feels that the Company's liquidity
will remain strong in both the short-term and long-term, and that the Company
has sufficient debt capacity to finance all of these requirements, if necessary.

                                       15
<PAGE>

                             YEAR 2000 INFORMATION

     BACKGROUND
     ----------
     The widespread use of computer software that relies on two digits, rather
     than four digits, to define the applicable year may cause computers and
     computer-controlled systems to malfunction or incorrectly process data as
     we approach and enter the year 2000. In view of the potential adverse
     impact of these "year 2000 problems" on our business, operations and
     financial condition, we have implemented a central function to manage,
     validate and report on a continuing basis to the Company's executive
     management and Board of Directors with regard to our "year 2000 program."
     Our year 2000 program process comprises five continuing activities: (a)
     identification and assessment, (b) remediation planning, (c) remediation,
     (d) testing, and (e) contingency planning for year 2000 problem failures.

     THE COMPANY'S YEAR 2000 FOCUS
     -----------------------------
     We have focused our year 2000 program primarily in the following areas: (a)
     our information technology systems, which include (i) internally developed
     business applications software, (ii) software provided by vendors and (iii)
     the computer and peripheral hardware used in our operations; (b) electronic
     data interchange systems; (c) non-information technology systems (embedded
     technology) including office business machines, and security, backup power
     and other building systems; and (d) the flow of materials and non-
     information technology services from our vendors.

     READINESS AND PLANS
     -------------------
     This section describes the status of our year 2000 program activities,
     excluding our recently acquired operations in Brazil. With regard to those
     Brazilian operations, we currently are integrating the results of our year
     2000 acquisition due diligence with our year 2000 program process; we plan
     to complete that integration activity in the first quarter of 1999.

     (a)  INFORMATION TECHNOLOGY SYSTEMS
          ------------------------------
          We have completed our year 2000 identification, assessment and
          remediation planning activities for the application software and host
          environments (operating systems software and hardware) of our critical
          information technology systems, including our systems for North
          American Information Services, Payment Services, Equifax Europe and
          Equifax Latin America. We plan to complete the remediation and testing
          of those elements by December 31, 1998.

          We plan to complete the identification, assessment and remediation
          planning activities with regard to the other elements of our critical
          information technology systems (including our local area networks and
          desktop computing environments) by March 31, 1999, and the remediation
          and testing activities associated with those elements by August 31,
          1999.

          We concurrently are addressing year 2000 issues with respect to our
          non-critical information technology systems, and believe their level
          of readiness will be sufficient to avoid any material impact on the
          Company's business, operations or financial condition.

          The majority of our information technology systems for North American
          Information Services and Equifax Europe are operated at data centers
          managed by IBM Global Services. IBM is assisting us in achieving year
          2000 readiness for our data processing operating environments in the
          IBM Global Services data centers.

     (b)  ELECTRONIC DATA INTERCHANGE SYSTEMS
          -----------------------------------
          We are working with those others with whom we engage in electronic
          data interchange (including vendors, customers and other data
          suppliers), and with our network telecommunications service providers,
          to identify,
                                       16

<PAGE>

          assess and test for potential year 2000 problem failures in our
          electronic data interchange systems. Further, we are working with them
          to identify, implement and test solutions for identified problems. We
          believe that this process will be an ongoing one throughout 1999, as
          we develop additional information regarding those systems. As part of
          those efforts, we have been in contact with each of our critical
          network telecommunications service providers to assess their state of
          year 2000 readiness and determine the potential for year 2000 problem
          failures resulting from their equipment and networks. In cases where
          we determine that the risks associated with particular service
          providers are not acceptable, we believe that we will be able to
          timely migrate to satisfactory alternative delivery systems.

          We have completed a substantial portion of our identification,
          assessment and remediation planning activities for Company owned
          hardware components of our critical network telecommunications
          systems, and we are remediating those components as appropriate. We
          believe that those identification, assessment and remediation planning
          activities will be completed by March 31, 1999, and that remediation
          and testing activities will be completed by August 31, 1999.

          Overall, we believe that our electronic data interchange systems will
          be year 2000 ready as necessary to avoid any material adverse impact
          on the Company's business, operations or financial condition.

     (c)  NON-INFORMATION TECHNOLOGY SYSTEMS
          ----------------------------------
          We have completed a substantial majority of our ongoing
          identification, assessment and remediation planning for the year 2000
          problem failures that may occur in our non-information technology
          systems resulting from embedded technologies, including office
          business machines, and security, backup power and other building
          systems. We plan to complete the substantial majority of our
          remediation and testing of such systems by March 31, 1999.

     (d)  MATERIALS AND SERVICES
          ----------------------
          We have distributed surveys to our materials and non-information
          technology services vendors that support our material operations
          requesting disclosure of their year 2000 readiness status and their
          plans for addressing year 2000 problems relating to those goods and
          services and any applicable delivery systems. We have requested and
          will request additional assurances (including in some instances audit
          and test activities) from our critical vendors that their goods,
          services and delivery systems will be appropriately and timely year
          2000 ready to meet our continuing needs. If any vendor is unable or
          unwilling to provide appropriate assurances, we believe that we will
          be able to use alternative vendors. While we believe a substantial
          majority of these activities will be completed by June 30, 1999, they
          will continue throughout 1999.

     COSTS TO ADDRESS
     ----------------
     We estimate that the cost of our year 2000 program activities will be $48
     million. Through September 30, 1998, we have incurred costs of
     approximately $21 million related to those activities. Regarding our annual
     per share charges, we expensed approximately one cent per share in 1996 and
     two cents per share in 1997 in connection with our year 2000 program
     activities, plan to expense approximately nine cents per share in 1998, and
     plan to expense eight cents per share in 1999. The 1999 expense estimate
     includes approximately two cents per share related to our recently acquired
     operations in Brazil.

     BUSINESS CONTINUITY AND CONTINGENCY PLANNING
     --------------------------------------------
     We are in the process of identifying the reasonably likely year 2000
     problem failures that we could experience with the goal of revising, to the
     extent practical, our existing business continuity and contingency plans to
     address the

                                       17

<PAGE>

     internal and external issues specific to those problems. Those plans, which
     are intended to enable us to continue to operate, include performing
     certain processes manually; repairing or obtaining replacement systems;
     changing suppliers; and reducing or suspending certain non-critical aspects
     of our operations. However, we believe that, due to the widespread nature
     of potential year 2000 problems, the contingency planning process is an
     ongoing one requiring continuing plan development and modification as we
     obtain additional information regarding (a) our internal systems and
     equipment during the remediation and testing phases of our year 2000
     program, and (b) the status and impact on the Company of the year 2000
     readiness of others.

     POSSIBLE CONSEQUENCES OF YEAR 2000 PROBLEMS
     -------------------------------------------
     We believe that we have put in place the processes and are devoting the
     resources necessary to achieve a level of readiness to meet our year 2000
     challenges in a timely and appropriate manner. However, there can be no
     assurance that our internal systems or the systems of others on which we
     rely will be year 2000 ready in a timely and appropriate manner or that our
     contingency plans or the contingency plans of others on which we rely will
     mitigate the effects of year 2000 problem failures. Currently, we believe
     the most reasonably likely worst case scenario would be a sustained,
     concurrent failure of multiple critical systems (internal and external)
     that support our operations. While we do not expect that scenario to occur,
     that scenario if it occurs could, even despite the successful execution of
     our business continuity and contingency plans, result in the reduction or
     suspension of a material portion of our operations and accordingly have a
     material adverse effect on our business and financial condition.

     The preceding "Year 2000 Information" discussion contains various forward-
     looking statements that represent our beliefs or expectations regarding
     future events. When used in the "Year 2000 Information" discussion, the
     words "believes," "expects," "estimates," "plans", "goals" and similar
     expressions are intended to identify forward-looking statements. Forward-
     looking statements include, without limitation, our expectations as to when
     we will complete the identification and assessment, remediation planning,
     remediation and testing activities of our year 2000 program as well as our
     year 2000 contingency planning; our estimated cost of achieving year 2000
     readiness; and our belief that our internal systems and equipment will be
     year 2000 ready in a timely and appropriate manner. Those forward-looking
     statements involve a number of risks and uncertainties that, individually
     or in the aggregate, could cause the actual results to differ materially
     from the projected results. Factors that may cause those differences
     include availability of information technology resources; customer demand
     for our products and services; continued availability of materials,
     services and data from our suppliers; the ability to identify and remediate
     all date sensitive lines of computer code and to replace embedded computer
     chips in affected systems and equipment; the failure of others to timely
     achieve appropriate year 2000 readiness; and the actions or inaction of
     governmental agencies and others with respect to year 2000 problems.

                                       18
<PAGE>

                          FORWARD-LOOKING INFORMATION

Statements in this Form 10-Q that relate to future plans, objectives,
expectations, performance, events and the like are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
the Securities Exchange Act of 1934. Future events, risks and uncertainties,
individually or in the aggregate, could cause actual results to differ
materially from those expressed or implied in these statements. Those factors
could include worldwide and U.S. economic conditions, changes in demand for the
Company's products and services, risks associated with the integration of
acquisitions and other investments, and other factors discussed in the "forward-
looking information" section in the Management's Discussion and Analysis
included in the Company's annual report on Form 10-K for the year ended December
31, 1997.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material change since the end of the fiscal year.

                                       19

<PAGE>

                          PART II. OTHER INFORMATION
                          --------------------------


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

          2.1 Acquisition Agreement By and Among Equifax Inc., Equifax South
              America, Inc., Equifax do Brasil Holdings Ltda., P.U.P.
              Participacoes S.A., Andrade Gutierrez Telecomunicacoes Ltda.,
              Construtora Andrade Gutierrez S.A., SOCMA Americana S.A. and
              Partech Ltda., dated August 31, 1998. (Portions of this Exhibit
              have been omitted and filed separately with the Commission under a
              request for confidential treatment.)

         10.1 Master Agreement for Operations Support Services between Equifax
              Inc. and International Business Machines Corporation, dated July
              7, 1998.
              (Portions of this Exhibit have been omitted and filed separately
              with the Commission under a request for confidential treatment.)

         27.1 Financial Data Schedule, submitted to the Commission in electronic
              format

         (b)   Reports on Form 8-K

         Registrant filed two reports on Form 8-K during the quarter for which
         this report is filed.

         A report on Form 8-K, dated September 4, 1998 and filed September 4,
         1998, announced the Company's purchase of eighty percent of the capital
         stock of Seguranca ao Credito e Informacoes ("SCI"), a Brazilian
         commercial and consumer information company.

         A report on Form 8-K, dated September 25, 1998 and filed September 28,
         1998, announced the Company's purchase of fifty-nine percent ownership
         and control in UNNISA (Unnisa - Solucoes em Meios de Pagamento Ltda.),
         a major provider of full service bankcard and private label card
         processing, and an effective 34% economic ownership interest in PROCEDA
         (Proceda Tecnologia e Informatica S.A), Brazil's second largest
         information technology outsourcer.

                                       20
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   EQUIFAX INC.
                                   ------------
                                   (Registrant)


<TABLE>
<S>                                <C>
Date: October 6, 2000              /s/ Thomas F. Chapman
                                   -------------------------------------
                                   Thomas F. Chapman
                                   Chairman and Chief Executive Officer


Date: October 6, 2000              /s/ Philip J. Mazzilli
                                   -------------------------------------
                                   Philip J. Mazzilli
                                   Executive Vice President and
                                   Chief Financial Officer
                                   (principal financial officer)
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>a2018580zex-2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>

<PAGE>

                                                                    EXHIBIT 2.1






                              ACQUISITION AGREEMENT

                                  BY AND AMONG

                                  EQUIFAX INC.

                           EQUIFAX SOUTH AMERICA, INC.

                        EQUIFAX DO BRASIL HOLDINGS LTDA.

                            P.U.P. PARTICIPACOES S.A.

                    ANDRADE GUTIERREZ TELECOMUNICACOES LTDA.

                       CONSTRUTORA ANDRADE GUTIERREZ S.A.

                              SOCMA AMERICANA S.A.

                                       AND

                                  PARTECH LTDA.

                        EFFECTIVE AS OF 31ST AUGUST, 1998




                             KILPATRICK STOCKTON LLP
                              1100 PEACHTREE STREET
                             ATLANTA, GEORGIA 30309

<PAGE>


                              ACQUISITION AGREEMENT

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                           PAGE NO.
<S>                                                                                                        <C>
1. ACQUISITION OF THE AG TELECOM INTERESTS....................................................................3

    1.1 ACQUISITION OF AG TELECOM'S INTERESTS.................................................................3

2. ACQUISITION OF THE SOCMA INTERESTS.........................................................................3

    2.1 ACQUISITION OF SOCMA'S INTEREST IN PARTECH............................................................3

    2.2 ACQUISITION OF SOCMA'S INTEREST IN UNNISA.............................................................4

3. CLOSING; ADJUSTMENTS.......................................................................................4

    3.1 CLOSING...............................................................................................5

    3.2 RIGHT OF RESCISSION...................................................................................5

    3.3 COOPERATION AND FURTHER ASSURANCES....................................................................5

    3.4 CLOSING DATE AUDITS; DETERMINATION OF ADJUSTMENT......................................................5

    3.5 CERTAIN AGREEMENTS....................................................................................8

4. ADDITIONAL COVENANTS.......................................................................................8

    4.1 ACCESS AND INSPECTION.................................................................................8

    4.2 COOPERATION...........................................................................................9

    4.3 EXPENSES..............................................................................................9

    4.4 UPDATE OF INFORMATION.................................................................................9

    4.5 BROKERS..............................................................................................10

    4.6 PUBLICITY............................................................................................10

    4.7 CERTAIN GOVERNMENTAL FILINGS.........................................................................10

    4.8 CUSTOMER CONTRACTS...................................................................................11

    4.9 PAYSYS CONTRACT......................................................................................11

    4.10 INVENTIONS AGREEMENTS...............................................................................11

    4.11 CERTAIN CUSTOMER CONTRACTS..........................................................................11

                                       i


<PAGE>

5.REPRESENTATIONS, WARRANTIES AND COVENANTS RELATING TO PARTECH, UNNISA AND PROCEDA..........................11

    5.1 EXISTENCE............................................................................................12

    5.2 SUBSIDIARIES.........................................................................................12

    5.3 CAPITALIZATION; OWNERSHIP OF EQUITY; FOUNDATION DOCUMENTS............................................13

    5.4 AUTHORITY; INCONSISTENT OBLIGATIONS..................................................................14

    5.5 NO VIOLATION; COMPLIANCE WITH LAWS...................................................................15

    5.6 CONSENTS.............................................................................................15

    5.7 POSSESSION OF LICENSES, ETC..........................................................................16

    5.8 [INTENTIONALLY LEFT BLANK]...........................................................................16

    5.9 FINANCIAL STATEMENTS.................................................................................16

    5.10 LIABILITIES.........................................................................................16

    5.11 TITLE TO PROPERTIES.................................................................................17

    5.12 RECEIVABLES.........................................................................................17

    5.13 MOVABLE PROPERTY....................................................................................17

    5.14 IMMOVABLE PROPERTY..................................................................................18

    5.15 INTELLECTUAL PROPERTY RIGHTS........................................................................19

    5.16 CONTRACTS...........................................................................................20

    5.17 INSURANCE...........................................................................................20

    5.18 LITIGATION; CONTINGENCIES...........................................................................21

    5.19 TAXES...............................................................................................21

    5.20 EMPLOYMENT AND LABOR MATTERS........................................................................22

    5.21 ABSENCE OF CERTAIN BUSINESS PRACTICES...............................................................23

    5.22 BOOKS AND RECORDS...................................................................................23

    5.23 AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIES....................................................23

    5.24 NO AGREEMENT IN ANTICIPATION OF SALE................................................................24

    5.25 GOVERNMENT REPORTS..................................................................................24

    5.26 BANKING RELATIONSHIPS...............................................................................24

    5.27 CUSTOMERS AND SUPPLIERS.............................................................................24

                                       ii

<PAGE>

    5.28 PENDING LEGISLATION.................................................................................25

    5.29 ABSENCE OF CHANGES..................................................................................25

    5.30 FULL DISCLOSURE.....................................................................................26

6.REPRESENTATIONS AND WARRANTIES RELATING TO THE AG GROUP....................................................26

    6.1 EXISTENCE............................................................................................27

    6.2 CAPITALIZATION; OWNERSHIP OF EQUITY..................................................................27

    6.3 AUTHORITY; INCONSISTENT OBLIGATIONS..................................................................27

    6.4 NO VIOLATION; COMPLIANCE WITH LAWS...................................................................28

    6.5 CONSENTS.............................................................................................28

    6.6 FINANCIAL STATEMENTS.................................................................................28

    6.7 LITIGATION; CONTINGENCIES............................................................................29

    6.8 FULL DISCLOSURE......................................................................................29

7. REPRESENTATIONS AND WARRANTIES RELATING TO THE SOCMA GROUP................................................29

    7.1 EXISTENCE............................................................................................29

    7.2 CAPITALIZATION; OWNERSHIP OF EQUITY..................................................................30

    7.3 AUTHORITY; INCONSISTENT OBLIGATIONS..................................................................30

    7.4 NO VIOLATION; COMPLIANCE WITH LAWS...................................................................30

    7.5 CONSENTS.............................................................................................30

    7.6 FINANCIAL STATEMENTS.................................................................................31

    7.7 LITIGATION; CONTINGENCIES............................................................................31

    7.8 FULL DISCLOSURE......................................................................................31

8. REPRESENTATIONS AND WARRANTIES OF EQUIFAX.................................................................32

    8.1 ORGANIZATION.........................................................................................32

    8.2 AUTHORITY; NO INCONSISTENT AGREEMENTS................................................................32

    8.3 CONSENTS.............................................................................................32

9. CONDUCT OF BUSINESS PENDING CLOSING.......................................................................33

                                      iii

<PAGE>

    9.1 BUSINESS IN THE ORDINARY COURSE......................................................................33

    9.2 NO MATERIAL CHANGES..................................................................................33

    9.3 COMPENSATION.........................................................................................33

    9.4 EMPLOYEE BENEFIT PLANS...............................................................................33

10. CONDITIONS TO OBLIGATIONS OF EQUIFAX.....................................................................33

    10.1 PROCEEDINGS AND DOCUMENTS SATISFACTORY..............................................................34

    10.2 REPRESENTATIONS AND WARRANTIES......................................................................34

    10.3 COMPLIANCE WITH COVENANTS AND CONDITIONS............................................................34

    10.4 CLOSING CERTIFICATES................................................................................34

    10.5 OPINION OF COUNSEL..................................................................................34

    10.6 CONSENTS............................................................................................34

    10.7 NO INCONSISTENT REQUIREMENTS........................................................................35

    10.8 NO INJUNCTION.......................................................................................35

    10.9 ADDITIONAL AGREEMENTS...............................................................................35

    10.10 PROCEDA AMENDMENT..................................................................................35

    10.11 CUSTOMER AGREEMENTS, PAYSYS CONSENT AND IP AGREEMENTS..............................................35

    10.12 MISCELLANEOUS......................................................................................35

11. CONDITIONS TO OBLIGATIONS OF THE SELLERS.................................................................35

    11.1 PROCEEDINGS AND DOCUMENTS SATISFACTORY..............................................................35

    11.2 REPRESENTATIONS AND WARRANTIES......................................................................36

    11.3 COMPLIANCE WITH COVENANTS AND CONDITIONS............................................................36

    11.4 CLOSING CERTIFICATES................................................................................36

    11.5 RESOLUTIONS.........................................................................................36

    11.6 CONSENTS............................................................................................36

    11.7 OPINION OF COUNSEL..................................................................................36

    11.8 NO INCONSISTENT REQUIREMENTS........................................................................36

    11.9 NO INJUNCTION.......................................................................................36

    11.10 ADDITIONAL AGREEMENTS..............................................................................37

                                       iv

<PAGE>

    11.12 EQUIFAX UNDERTAKING................................................................................37

12. INDEMNITIES..............................................................................................37

    12.1 INDEMNIFICATION OF EQUIFAX..........................................................................37

    12.2 PAYMENT.............................................................................................38

    12.3 DEFENSE OF CLAIMS...................................................................................38

    12.4 INDEMNIFICATION OF SELLERS BY EQUIFAX...............................................................39

    12.5 LIMITATION ON LIABILITY.............................................................................40

    12.6 NO CONTRIBUTION BY PARTECH, UNNISA OR PROCEDA.......................................................40

13. SURVIVAL.................................................................................................41

    13.1 SURVIVAL............................................................................................41

14. TERMINATION..............................................................................................41

    14.1 TERMINATION FOR CERTAIN CAUSES......................................................................41

    14.2 PROCEDURE ON AND EFFECT OF TERMINATION..............................................................42

15. MISCELLANEOUS............................................................................................42

    15.1 NOTICES.............................................................................................42

    15.2 COUNTERPARTS........................................................................................44

    15.3 ENTIRE AGREEMENT....................................................................................45

    15.4 GOVERNING LANGUAGE..................................................................................45

    15.5 DISPUTE RESOLUTION..................................................................................45

    15.6 SUCCESSORS AND ASSIGNS..............................................................................46

    15.7 PARTIAL INVALIDITY AND SEVERABILITY.................................................................46

    15.8 WAIVER..............................................................................................47

    15.9 HEADINGS............................................................................................47

    15.10 NUMBER AND GENDER..................................................................................47

    15.11 TIME OF PERFORMANCE................................................................................47

16. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS................................................................47

                                       v

<PAGE>

    16.1 CERTAIN DEFINITIONS.................................................................................47

    16.2 INDEX TO DEFINITIONS................................................................................50
</TABLE>

                                       vi
<PAGE>

                              SCHEDULE OF EXHIBITS

       Exhibit A     Accounts Receivable
       Exhibit A-1   ABC Split-Up Consequences
       Exhibit B     XYZ Split-Up Consequences
       Exhibit C-1   Partech December 31, 1997 Audited Financial Statements
       Exhibit C-2   Unnisa December 31, 1997 Audited Financial Statements
       Exhibit C-3   Proceda December 31, 1997 Audited Financial Statements
       Exhibit D-1   Partech May 31, 1998 Balance Sheet and Net Working Capital
                     and Indebtedness Calculation
       Exhibit D-2   Unnisa May 31, 1998 Balance Sheet and Net Working Capital
                     and Indebtedness Calculation
       Exhibit D-3   Proceda May 31, 1998 Balance Sheet and Net Working Capital
                     and Indebtedness Calculation
       Exhibit E-1   Escrow Agreement (AG Telecom)
       Exhibit E-2   Escrow Agreement (Socma)
       Exhibit F     Pledge Agreement
       Exhibit G     Dividend Pledge
       Exhibit H     Partech Articles
       Exhibit I     Reorganization Agreement
       Exhibit J     Trademark Agreement
       Exhibit K     AG Parent Guaranty
       Exhibit L     PaySys Consent
       Exhibit M     List of Employees and Independent Contractors
       Exhibit N-1   Capitalization of AG Parent
       Exhibit N-2   Capitalization of AG Telecom
       Exhibit O     Capitalization of Socma
       Exhibit P-1   Tozzini Freire Teixera e Silva Legal Opinion
       Exhibit P-2   Socma Legal Department Legal Opinion
       Exhibit Q     Proceda Amendment
       Exhibit R-1   Kilpatrick Stockton LLP Legal Opinion
       Exhibit R-2   Mundie e Advogados Legal Opinion
       Exhibit S     Certain Additional Agreements

N.B.: The Exhibits and Disclosure Memorandum referenced in this Schedule of
Ezhibits, and elsewhere in this Agreement, are hereby incorporated by reference.
These Exhibits have been omitted for purposes of this filing, but will be
furnished supplementally to the Commission upon request.


<PAGE>

                              ACQUISITION AGREEMENT

         THIS AGREEMENT is made and entered into effective as of the 31st day of
August, 1998, by and among:

         (1) EQUIFAX INC., a corporation organized and existing under the
laws of the State of Georgia, United States of America, whose principal place of
business is located at 1600 Peachtree Street, N.W., Atlanta, Georgia 30309,
United States of America ("EFX");

         (2) EQUIFAX SOUTH AMERICA, INC., a corporation organized and
existing under the laws of the State of Georgia, United States of America, whose
principal place of business is located at 1600 Peachtree Street, N.W., Atlanta,
Georgia 30309, United States of America ("ESA");

         (3) EQUIFAX DO BRASIL HOLDINGS LTDA., a Brazilian limited
liability company ("SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA"), whose
head office is located at Rua Boa Vista, No. 254, 7th floor, suite 721, in the
City of Sao Paulo, State of Sao Paulo, Federal Taxpayers' No. ________________,
with its articles of association recorded at the Commercial Registry at the
State of Sao Paulo, under No. 35,215,207,148, on July 20, 1998 ("HOLDINGS");

         (4) P.U.P. PARTICIPACOES S.A., a Brazilian corporation ("SOCIEDADE
ANONIMA"), whose head office is located at Av. Pres. Juscelino Kubitschek, 50
Conj. 172, in the City and State of Sao Paulo, enrolled at the Federal
Taxpayers' Registry under No. _________________________ ("ACQUISITION"; and
together with EFX, ESA and Holdings, collectively referred to as "EQUIFAX");

         (5) ANDRADE GUTIERREZ TELECOMUNICACOES LTDA., a Brazilian limited
liability company ("SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA"), whose
head office is located at Avenida Maria Coelho de Aguiar, 215, Bloco D, 4(0)
floor, in the city of Sao Paulo, State of Sao Paulo, Federal Taxpayers'
Registration No. 71.057.921/0001-39, with its Articles of Association registered
before the Board of Trade of the State of Sao Paulo ("JUCESP") under NIRE
35.213.834.579, in section as of March 03, 1995 ("AG TELECOM" and a "SELLER");

         (6) CONSTRUTORA ANDRADE GUTIERREZ S.A., a Brazilian corporation
("SOCIEDADE ANONIMA"), whose head office is located at Rua dos Pampas, 484, in
the city of Belo Horizonte, State of Minas Gerais, Federal Taxpayers'
Registration No. 17.262.213/0001-94, with its by-laws recorded at the Board of
Trade of the State of Minas Gerais ("JUCEMG") under No. 313.000.918-30, in
section as of September 02, 1948 ("AG PARENT" and a "Seller");

         (7) SOCMA AMERICANA S.A., an Argentine corporation ("SOCIEDAD
ANONIMA"), whose head office is located at Av. Eduardo Madero 940, Piso 15,
Capital

<PAGE>

Federal Registro No. 7034, Libro 100, tomo "A" de Sociedades Anonimas -
Registro Publico de Comercio de la Capital Federal de la Republica Argentina
("SOCMA" and a "SELLER"); and

         (8) PARTECH LTDA., a Brazilian limited liability company
("SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA"), whose head office is
located in the City and State of Sao Paulo, at Av. Maria Coelho Aguiar 215,
Bloco D - 4th Floor, enrolled at the Federal Taxpayers' Registry under No.
00-127.453/0001-01 ("PARTECH").

                              BACKGROUND STATEMENT

         WHEREAS, the Sellers currently own, directly and in the aggregate, one
hundred percent (100%) of the outstanding quotas of Partech; and

         WHEREAS, on the date of this Agreement Partech owns, directly and in
the aggregate, (i) eighty three percent (83%) of the outstanding quotas of
Unnisa-Solucoes em Meios de Pagamento Ltda., a Brazilian limited liability
company ("SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA"), whose head office
is located in the City and State of Sao Paulo, at Av. Maria Coelho Aguiar 215,
Bloco D - 4th Floor, enrolled at the Federal Taxpayers' Registry under No.
69.313.674/0001-42 ("UNNISA"), and (ii) sixty six and 67/100 percent (66.67%) of
the outstanding shares of Proceda Tecnologia e Informatica S.A., a Brazilian
corporation ("SOCIEDADE ANONIMA"), whose head office is located in the City and
State of Sao Paulo, at Av. Maria Coelho Aguiar 215, Bloco E - 7th Floor,
enrolled at the Federal Taxpayers' Registry under No. 55.419.667/0001-15
("PROCEDA"); and

         WHEREAS, on the date of this Agreement, AG Telecom and Socma own,
indirectly and in the aggregate, the remaining seventeen percent (17%) of the
outstanding quotas of Unnisa; and

         WHEREAS, Sellers desire to sell to Acquisition and its Affiliates, and
Acquisition, on behalf of itself and its Affiliates, desires to acquire from
to-be-formed Affiliates of each Seller, on the Closing Date (this term and other
capitalized terms used in this Agreement being defined in either PARAGRAPH 16.1
of this Agreement or in those Paragraphs of this Agreement identified in
PARAGRAPH 16.2), (i) capital of Partech representing an aggregate fifty one
percent (51%) direct ownership interest in the capital of Partech and (ii)
capital of Unnisa representing an aggregate seventeen percent (17%) direct
ownership interest in the capital of Unnisa (collectively, the "ACQUIRED
INTERESTS"); and

         WHEREAS, to accomplish their objectives the Parties have agreed to
undertake the various component parts of the transactions contemplated by this
Agreement on the terms set forth in this Agreement and agree that the various
component parts are integral, interdependent parts of the whole, and without
which this Agreement would not be entered into and the transactions contemplated
by and provided for in ARTICLES 1 AND 2 of

                                       2

<PAGE>

this Agreement (collectively, the "ACQUISITION TRANSACTION") would not be
consummated;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements in this Agreement contained, and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the Parties agree as follows:

1.       ACQUISITION OF THE AG TELECOM INTERESTS

         1.1 ACQUISITION OF AG TELECOM'S INTERESTS. Subject to satisfaction or
waiver in writing of the conditions contained in ARTICLES 10 AND 11 of this
Agreement, on the Closing Date, Acquisition shall subscribe for that number of
ordinary shares of CJO Participacoes Ltda., an Affiliate of AG Telecom ("ABC"),
as shall represent, upon subscription, fifty percent (50.0%) of ABC's issued and
outstanding ordinary shares (collectively, the "ABC SUBSCRIBED SHARES") for an
aggregate subscription price (the "ABC SUBSCRIPTION PRICE") payable (i) in cash
in Brazilian reais in the amount of R$89,250,000 (Eighty Nine Million Two
Hundred Fifty Thousand Brazilian reais) and (ii) by delivery of the accounts
receivable (the "ACCOUNTS RECEIVABLE") identified and described in EXHIBIT A to
this Agreement having a face value of R$81,116,074.26 (Eighty One Million One
Hundred Sixteen Thousand Seventy Four and 26/100 Brazilian reais). A portion of
the ABC Subscription Price shall be allocated to the capital of ABC, and the
balance of the ABC Subscription Price shall be allocated to premium. On the
Closing Date and immediately following the subscription by Acquisition for the
ABC Subscribed Shares, ABC shall be split-up in accordance with the Company Law
(the "ABC SPLIT-UP"), with the consequences set forth on EXHIBIT A-1 to this
Agreement. Any and all stamp duties, taxes and similar imposts imposed or
assessed in respect of the ABC Split-Up will be borne by AG Telecom. In each
case, the ABC Subscribed Shares and the resulting shares or ownership interests
of Partech and Unnisa distributed or to be distributed shall be delivered to
EFX, or at its discretion one or more of its Affiliates, free and clear of any
and all Liens. The ABC Subscribed Shares and all resulting shares and ownership
interests that will become the property of EFX or one or more of its Affiliates
as a result of the ABC Split-Up will be registered in the name of EFX or that
Affiliate in the relevant Book of Registration of Ordinary Shares or otherwise
duly recorded and noted in the books and records of the relevant company.

2.       ACQUISITION OF THE SOCMA INTERESTS

         2.1 ACQUISITION OF SOCMA'S INTEREST IN PARTECH. Subject to satisfaction
or waiver in writing of the conditions contained in ARTICLES 10 AND 11 of this
Agreement, on the Closing Date, Socma will sell to one or more of Equifax's
Affiliates incorporated and

                                       3

<PAGE>

organized outside of Brazil (the "OFFSHORE AFFILIATE"), and EFX will cause
the Offshore Affiliate to purchase, take and acquire from Socma, quotas of
Partech representing in the aggregate twenty five and one-half percent
(25.50%) of the quota capital of Partech (the "SOCMA PARTECH Interest") free
and clear of any and all Liens for a purchase price (the "SPI PURCHASE
PRICE") of R$66,950,000 (Sixty Six Million Nine Hundred Fifty Thousand
Brazilian reais). Any and all stamp duties, taxes and similar imposts imposed
or assessed in respect of the sale by Socma of the Socma Partech Interest
will be borne by Socma. On the Closing Date and against delivery of the Socma
Partech Interest, the Offshore Affiliate shall pay to Socma the SPI Purchase
Price by wire transfer of an amount of U.S Dollars in immediately available
funds (i) to the following account: Citibank, N.A., New York, New York,
Account No. 36968638, ABA Routing No. 021000089, standing in the name of
Socma Americana S.A., equal to the (x) SPI Purchase Price, as converted into
U.S. Dollars in accordance with this PARAGRAPH 2.1, MINUS (y) US$ 2,100,000
(ii) to the escrow account established with Citibank N.A. referenced in the
relevant attached escrow agreement, equal to US$ 2,100,000. Upon transfer of
these sums as prescribed in the foregoing sentence, the SPI Purchase Price
shall be paid in full. The amount of U.S. Dollars to be delivered pursuant to
the foregoing sub-item (i) will be equal to the SPI Purchase Price converted
into U.S. Dollars (rounded to the nearest whole dollar) using the SISBACEN
Data System, transaction PTAX-800, Option 5, buy rate, as published by the
Central Bank of Brazil in respect of the immediately preceding Sao Paulo
Business Day, MINUS US$ 2,100,000.

         2.2 ACQUISITION OF SOCMA'S INTEREST IN UNNISA. Subject to satisfaction
or waiver in writing of the conditions contained in ARTICLES 10 AND 11 of this
Agreement, on the Closing Date, Acquisition shall subscribe for that number of
ordinary shares of Investimentos Coligados Technology S.A., an Affiliate of
Socma ("XYZ"), as shall represent, upon subscription, Twenty Six and
47677/100,000 percent (26.47677%) of XYZ's issued and outstanding ordinary
shares (collectively, the "XYZ SUBSCRIBED SHARES") for an aggregate subscription
price (the "XYZ SUBSCRIPTION PRICE") of R$22,300,000 (Twenty Two Million Three
Hundred Thousand Brazilian reais). A portion of the XYZ Subscription Price shall
be allocated to the capital of XYZ, and the balance of the XYZ Subscription
Price shall be allocated to premium. On the Closing Date and immediately
following the subscription by Acquisition for the XYZ Subscribed Shares, XYZ
shall be split-up in accordance with the Company Law (the "XYZ SPLIT-UP"), with
the consequences set forth on EXHIBIT B to this Agreement. Any and all stamp
duties, taxes and similar imposts imposed or assessed in respect of the XYZ
Split-Up will be borne by Socma. In each case, the XYZ Subscribed Shares and the
resulting ownership interests of Unnisa distributed or to be distributed shall
be delivered to EFX, or at its discretion one or more of its Affiliates, free
and clear of any and all Liens. The XYZ Subscribed Shares and all resulting
ownership interests that will become the property of EFX or one or more of its
Affiliates as a result of the XYZ Split-Up will be duly recorded and noted in
the books and records of the relevant company.

3.       CLOSING; ADJUSTMENTS

                                       4

<PAGE>

         3.1 CLOSING. Subject to the conditions contained in ARTICLES 10 AND 11
having been satisfied or waived in writing in accordance with the terms of this
Agreement, the consummation of the transactions contemplated in this Agreement
and the Additional Agreements (the "CLOSING") will take place at the office of
Tozzini Freire Teixera e Silva, located at Rua Libero Badaro, 293, 20(degree)
andar, Sao Paulo, Brasil, commencing at 9:00 a.m., local time, on August 31,
1998 or any other date as may be mutually acceptable to the Parties (the date of
the Closing being referred to in this Agreement as the "CLOSING DATE");
PROVIDED, HOWEVER, that the Acquisition Transaction shall for all purposes be
effective as of 12:01 a.m., Sao Paulo time, on September 1, 1998. To facilitate
the Closing, the Parties will meet at a pre-closing conference at the office of
Tozzini Freire Teixera e Silva, located at Rua Libero Badaro, 293, 20(degree)
andar, Sao Paulo, Brasil, commencing at 9:00 a.m., local time, on the fourth
Business Day immediately preceding the Closing Date, with the intention to
finalize the Closing matters contemplated in this Agreement and the Additional
Agreements in a timely manner so as to cause the Closing to occur on the Closing
Date.

         3.2 RIGHT OF RESCISSION. The Parties agree that Equifax on the one hand
or Sellers (acting jointly) on the other hand shall have the right to rescind
the Acquisition Transaction, on the Closing Date but not at any time thereafter,
as a whole and in its entirety if each of the component parts of the Acquisition
Transaction and all other actions, agreements, covenants, undertakings or
transactions required to be completed or performed by a Party on or before the
Closing Date as reflected in this Agreement or any Additional Agreement are not
consummated or performed on the Closing Date or on such other date or time prior
to the Closing Date as may be specified by giving written notice to the other
Parties of the exercise of this right. Any rescission notice will be effective
immediately and any of the transactions or component parts thereof previously
consummated shall be, and shall be deemed to be, void AB INITIO, except that the
Confidentiality Agreement and Sections 4.4, 4.5, 9.1 and 9.2 of the MOU shall
survive.

         3.3 COOPERATION AND FURTHER ASSURANCES. Between the date of this
Agreement and Closing, each Party shall take, and shall cause all of its
relevant Affiliates to take, any and all other and further actions required,
necessary or convenient to carry out the intent and purpose of the Acquisition
Transaction, this Agreement and the Additional Agreements. At Equifax's
reasonable request, whether on or after the date of this Agreement, and without
the payment of any additional monies, each Seller will, at its sole expense and
without contribution by or Liability to Equifax, Partech, Unnisa or Proceda,
execute and deliver any and all further documents and instruments of conveyance,
assignment, and transfer and will take any and all further reasonable actions as
may be necessary, in the reasonable opinion of Equifax, to transfer and convey
to Equifax all right, title and interest in and to the Acquired Interests, free
and clear of any and all Liens or as may otherwise be necessary or desirable to
carry out the intent of this Agreement.

         3.4 CLOSING DATE AUDITS; DETERMINATION OF ADJUSTMENT. (a) The Parties
agree to cause Partech, Unnisa and Proceda to cause the independent public
accountants, Deloitte Touche Tohmatsu, to audit the balance sheets of Partech
(the "PARTECH CLOSING BALANCE SHEET"), Unnisa (the "UNNISA CLOSING BALANCE
SHEET") and Proceda (the

                                       5

<PAGE>

"PROCEDA CLOSING BALANCE SHEET"; and together with the Partech Closing
Balance Sheet and the Unnisa Closing Balance Sheet, the "CLOSING BALANCE
SHEETS"), as appropriate, as of the Closing Date. Each Closing Balance Sheet
will be prepared in the English language in accordance with GAAP and in a
manner consistent with the relevant December 31, 1997 balance sheet attached
to this Agreement as EXHIBIT C-1, C-2, OR C-3, as appropriate, and shall
include all accruals and adjustments required by GAAP. Within ninety (90)
days after the Closing Date: Sellers will cause Deloitte Touche Tohmatsu to
deliver to Equifax, Sellers and Arthur Andersen LLP, together with their
audit report thereon and related workpapers, the Partech Closing Balance
Sheet, the Unnisa Closing Balance Sheet and the Proceda Closing Balance
Sheet, and its calculation of Net Working Capital and Indebtedness for each
of Partech, Unnisa and Proceda (collectively, the "COMPUTATIONS"), each
calculation being derived from the relevant Closing Balance Sheet. Subject to
PARAGRAPH 3.4(B), the Computations will be final and binding on the Parties
for purposes of calculating the adjustments as provided for in this PARAGRAPH
3.4.

                  (b) If within sixty (60) days following delivery of the
Closing Balance Sheets and the Computations, Equifax, following a review of the
same by Arthur Andersen LLP, has not given Sellers written notice of objection
to any or all of the Closing Balance Sheets and the Computations (which notice
must contain a statement in detail, with supporting documentation, of Equifax's
objections), then the Closing Balance Sheets and the Computations shall be final
and binding on all Parties for purposes of calculating the adjustments as
provided for in this PARAGRAPH 3.4. If Equifax gives such notice of objection,
then the Parties shall in good faith attempt to resolve the issues raised in the
notice among themselves. If they are unable to reach a resolution within thirty
(30) days of such notice, the issues in dispute will be promptly submitted to
KPMG Peat Marwick (the "ACCOUNTANTS") for resolution, which disputes shall not
be further subject to arbitration as provided in PARAGRAPH 15.5. If the issues
in dispute are submitted to the Accountants for resolution: (i) each Party will
furnish to the Accountants such work papers and other documents and information
relating to the disputed issues as the Accountants may request and are available
to the Party (or its independent public accountants), and will be afforded the
opportunity to present to the Accountants any material relating to the relevant
Closing Balance Sheets and the Computations and to discuss the same with the
Accountants, (ii) the determination by the Accountants as set forth in a written
notice delivered to Sellers and Equifax by the Accountants will be binding and
conclusive on all Parties, and (iii) Sellers and Equifax will each bear one-half
of the fees and expenses of the Accountants in resolving the issues in dispute.
The Accountants will deliver their written notice of determination within thirty
(30) days of the disputes having been referred to them. The costs of Deloitte
Touche Tohmatsu incident to the initial preparation of the Closing Balance Sheet
and the Computations shall be borne by Sellers, and the costs of Arthur Andersen
in reviewing and responding to the Closing Balance Sheet and the Computations
shall be borne by Equifax.

                  (c) On or before the fifth (5th) Business Day following the
final determination of the Net Working Capital and the Indebtedness for each of
Partech, Unnisa and Proceda, whether by Deloitte Touche Tohmatsu as set forth in
the

                                       6

<PAGE>

Computations as originally delivered to Equifax, by agreement of the Parties,
or by the Accountants, as the case may be:

                  (A) if the Net Working Capital of Partech is less than R$
                  1,000 as reflected on EXHIBIT D-1, Sellers, jointly and
                  severally, shall contribute the difference in cash in
                  Brazilian reais to Unnisa; PROVIDED, HOWEVER, any such
                  contribution shall not result in any change in the then
                  current ownership of its quota holders;

                  (B) if the Net Working Capital of Unnisa is less than R$
                  2,983,000 as reflected on EXHIBIT D-2, Sellers, jointly and
                  severally, shall contribute the difference in cash in
                  Brazilian reais to Unnisa; PROVIDED, HOWEVER, any such
                  contribution shall not result in any change in the then
                  current ownership of its quota holders;

                  (C) if the Net Working Capital of Proceda is less than R$
                  2,468,000 as reflected on EXHIBIT D-3, Sellers, jointly and
                  severally, shall contribute the difference multiplied by 34%
                  in cash in Brazilian reais to Holdings;

                  (D) the difference between the Indebtedness of Partech as
                  reflected on the Partech Closing Balance Sheet and the
                  Indebtedness as reflected on EXHIBIT D-1 shall be paid in cash
                  in Brazilian reais, (x) if higher than the amount reflected on
                  EXHIBIT D-1, 51% of the difference by Sellers, jointly and
                  severally, to Holdings, and (y) if lower than the amount
                  reflected on EXHIBIT D-1, 51% of the difference by Equifax to
                  Sellers in accordance with their respective then current pro
                  rata ownership interests in Partech;

                  (E) the difference between the Indebtedness of Unnisa as
                  reflected on the Unnisa Closing Balance Sheet and Indebtedness
                  as reflected on EXHIBIT D-2 shall be paid in cash in Brazilian
                  reais, (x) if higher than the amount reflected on EXHIBIT D-2,
                  59.33% of the difference by Sellers, jointly and severally, to
                  Holdings, and (y) if lower than the amount reflected on
                  EXHIBIT D-2, 59.33% of the difference by Equifax to Sellers in
                  accordance with their respective then current pro rata
                  ownership interests in Unnisa; and

                  (F) the difference between the Indebtedness of Proceda as
                  reflected on the Proceda Closing Balance Sheet and the
                  Indebtedness as reflected on EXHIBIT D-3 shall be paid, (x) if

                                       7

<PAGE>

                  higher than the amount reflected on EXHIBIT D-3, by Sellers,
                  jointly and severally, to Holdings multiplied by 34%, and (y)
                  if lower than the amount reflected on EXHIBIT D-3, 34% of the
                  difference by Equifax to Sellers in accordance with their
                  respective then current pro rata ownership interests in
                  Proceda, in each case by wire transfer of Brazilian reais in
                  immediately available funds to such bank account as the payee
                  specifies.

                  (d) For purposes of this PARAGRAPH 3.4, "NET WORKING CAPITAL"
will mean current assets minus current liabilities for Partech, Unnisa or
Proceda, as relevant, determined in accordance with GAAP, but specifically
excluding any and all management fees payable, all dividends payable, all
intercompany receivables or payables with Affiliates or indebtedness in favor of
Affiliates of AG Parent or Socma, and any other Indebtedness. For purposes of
this PARAGRAPH 3.4, "INDEBTEDNESS" will mean the sum of all indebtedness for
borrowed money, all amounts payable as management fees payable and dividends
payable, and intercompany payables, LESS intercompany receivables for
indebtedness or indebtedness in favor of Affiliates of AG Parent or Socma.

         3.5 CERTAIN AGREEMENTS. Following completion of the Acquisition
Transaction on the Closing Date: (i) Acquisition, AG Telecom and Socma shall
enter into an escrow agreement (the "ESCROW AGREEMENT") in the agreed form
attached to this Agreement as either EXHIBIT E-1 or E-2, as appropriate; (ii)
Acquisition, AG Telecom and Socma shall enter into the pledge agreement (the
"PLEDGE AGREEMENT") in the agreed form attached to this Agreement as EXHIBIT F;
(iii) Acquisition, AG Telecom and Socma shall enter into the private deed of
assignment of dividends (the "DIVIDEND PLEDGE") in the agreed form attached to
this Agreement as EXHIBIT G; (iv) Acquisition, AG Telecom and Socma shall cause
Partech to adopt new articles of association (the "PARTECH Articles") in the
agreed form attached to this Agreement as EXHIBIT H; (v) the relevant Persons
shall enter into the reorganization agreement (the "REORGANIZATION AGREEMENT")
in the agreed form attached to this Agreement as EXHIBIT I; (vi) Unnisa and EFX
shall execute the trademark license agreement in the agreed form attached to
this Agreement as EXHIBIT J (the "TRADEMARK AGREEMENT"); and (vii) if required,
AG Parent shall execute a guaranty in the agreed form attached to this Agreement
as EXHIBIT K (each, the "GUARANTY").

4.       ADDITIONAL COVENANTS

         4.1 ACCESS AND INSPECTION. Partech will provide, and each Seller agrees
to cause Partech, Unnisa and Proceda to provide, Equifax and its Representatives
full access during normal business hours from and after the date of this
Agreement until the Closing to all of the Representatives, personnel, customers,
suppliers, books and records of Partech, Unnisa and Proceda and their respective
Affiliates (including without limitation allowing Equifax and its
Representatives to make copies, extracts and translations) and will furnish any
and all information concerning their businesses and affairs as Equifax and its
Representatives may request in each case for the purpose of making a continuing

                                       8


<PAGE>

investigation of Partech, Unnisa and Proceda and their respective businesses;
PROVIDED, HOWEVER, on-site visits after the date of this Agreement to the
business premises of Partech, Unnisa and Proceda shall be coordinated between
Equifax and Sellers such that there shall be the least amount of disruption to
the business and operations of Partech, Unnisa and Proceda as is reasonably
practicable in the circumstances. Except for granting access to SHL Systemhouse
Inc. and its Representatives for purposes of conducting a due diligence
investigation of Proceda in a manner agreed by the Parties, none of Partech, AG
Telecom, Socma, or any member of either the AG Group or the Socma Group will
provide any other Person, or permit Unnisa or Proceda to provide any other
Person, with similar access or information between the date of this Agreement
and any termination or expiration of this Agreement. No investigation made
before or after the date of this Agreement by or on behalf of Equifax will limit
or affect in any way the representations, warranties, covenants, agreements and
indemnities of AG Telecom, Socma, Partech, or any other member of either the AG
Group or the Socma Group under or pursuant to this Agreement or any Additional
Agreement, each of which will survive any investigation and the Closing pursuant
to the terms and conditions established in this Agreement.

         4.2 COOPERATION. The Parties will cooperate fully with each other and
with their respective Representatives in connection with any steps required to
be taken as part of their respective obligations under this Agreement, and all
Parties will use their best efforts to consummate the transactions contemplated
by this Agreement and to fulfill their obligations under this Agreement,
including without limitation, causing to be fulfilled at the earliest practical
date the conditions precedent to the obligations of the Parties to consummate
the transactions contemplated by this Agreement. Without the prior written
consent of the other Parties, no Party may take any intentional actions, or omit
to take any actions, that would cause the conditions precedent to the
obligations of the Parties not to be fulfilled, including, without limitation,
taking or causing to be taken any action which would cause the representations
and warranties made by a Party in this Agreement not to be true, correct and
complete as of the Closing.

         4.3 EXPENSES. The Parties will bear their own legal, accounting,
broker, intermediary and other fees and expenses related to the transactions
contemplated by this Agreement and the Additional Agreements, it being
understood and agreed that all fees and expenses of J.P. Morgan will be borne by
Sellers and without any Liability to any of Equifax, Partech, Unnisa or Proceda.
The Parties acknowledge and agree that Partech, Unnisa and Proceda have already
incurred, and may continue to incur, certain DE MINIMIS expenses in connection
with the transactions contemplated by this Agreement, particularly in connection
with the due diligence process, but in no event shall Partech, Unnisa or Proceda
have any Liability for any other expenses of Sellers in connection with the
authorization, preparation, execution and performance of this Agreement and the
transactions contemplated by this Agreement. The Brazilian financial
transactions tax ("CPMF") shall be borne equally by Sellers on the one hand and
Equifax on the other.

         4.4 UPDATE OF INFORMATION. All documents, agreements, instruments,
statements, copies and other writings furnished to or for the benefit of Equifax
or any of its Representatives pursuant to this Agreement are and will be true,
correct and complete

                                       9

<PAGE>

as of the date furnished, and any and all amendments and supplements to the
documents, agreements, instruments, statements and other writings furnished
to or for the benefit of Equifax or any of its Representatives pursuant to
this Agreement have been or will be delivered to Equifax and its
Representatives in a timely and expeditious manner prior to the Closing. At
all times prior to and including the Closing Date, AG Telecom, Socma, Partech
and Equifax will promptly provide one another with written notification of
any event, occurrence or other information of any kind whatsoever which
affects, or may affect, the continued truth, correctness or completeness of
any representation, warranty, covenant or agreement made in this Agreement by
a Party or any document, agreement, instrument, certificate or writing
furnished to or for the benefit of a Party by any other Party pursuant to or
in connection with this Agreement, and each written notification will
specifically identify any and all of the representations, warranties,
covenants and agreements affected by the fact, event, occurrence or
information that necessitated the giving of the notice. No notification or
other disclosure will be deemed to amend or supplement this Agreement, the
Disclosure Memorandum, or any representation, warranty, covenant, agreement
or indemnity or any other document, agreement, instrument, certificate or
writing furnished to or for the benefit of any Party pursuant to or in
connection with this Agreement.

         4.5 BROKERS. AG Group and Socma Group represent and warrant to Equifax
that no broker or finder other than J.P. Morgan has acted on their behalf or on
behalf of Partech, Unnisa or Proceda in connection with this Agreement or the
transactions contemplated in this Agreement, and AG Group and Socma Group,
severally but not jointly, agree to indemnify Equifax and hold it harmless from
and against any and all claims or demands for commissions or other compensation
by J.P. Morgan and any other broker, finder or similar agent claiming to have
been employed by or on behalf of them. Equifax represents and warrants that no
broker or finder has acted on its behalf in connection with this Agreement or
the transactions contemplated in this Agreement and agrees to indemnify AG
Group, Socma Group, Partech, Unnisa and Proceda and hold them harmless from and
against any and all claims or demands for commissions or other compensation by
any broker, finder or similar agent claiming to have been employed by or on
behalf of Equifax.

         4.6 PUBLICITY. Except to the extent required by applicable Law or
listing agreement with any securities exchange, all press releases and other
public announcements respecting the subject matter of this Agreement or any
Additional Agreement will be made only with the mutual agreement of AG Telecom,
Socma and Equifax, which agreement will not be unreasonably withheld, delayed or
conditioned. Prior to submitting any information to third parties as required by
applicable Law or listing agreement with any securities exchange, each Party
will provide the other Parties with a reasonable opportunity to review and
comment on the terms upon which such information will be disclosed.

         4.7 CERTAIN GOVERNMENTAL FILINGS. The Parties will make, or cause to be
made, all filings and submissions required to be made to any Government in
connection with the transactions contemplated by or resulting from this
Agreement. Each of the

                                       10

<PAGE>

Parties will furnish to the other Parties any and all necessary information
and reasonable assistance as another Party may reasonably request in
connection with its preparation of necessary filings or submissions to any
Government. Prior to filing any material application, registration, statement
or other document with the applicable governmental authority, each Party will
provide the other Parties with a reasonable opportunity to review and comment
on each that application, registration, statement or other document.

         4.8 CUSTOMER CONTRACTS. Partech shall, and each Seller agrees to
cause Partech, Unnisa and Proceda to, use their commercially reasonable
efforts to procure fully executed customer agreements from ACG, AIG, BNL
(Electron), BNL (Cards), Banco Santos, BCN, Brascan, Fibra, Girobank,
Transcheck and any other unsigned customer agreements (collectively, the
"CUSTOMER AGREEMENTS") which are attached to the Disclosure Memorandum.

         4.9 PAYSYS CONTRACT. At least five (5) Business Days prior to the
Closing Date, Partech shall, and each Seller agrees to cause Unnisa and
Proceda to, procure the written consent of PaySys International, Inc., in
the agreed form attached to this Agreement as EXHIBIT L, for the operation of
the VisionPlus software by Proceda for and on behalf of Unnisa (the "PAYSYS
CONSENT").

         4.10 INVENTIONS AGREEMENTS. Partech shall use its commercially
reasonable efforts (both before and after the Closing Date) to procure written
agreements (the "IP AGREEMENTS") from (i) all current employees and independent
contractors, and (ii) all employees and independent contractors who in the prior
three years have performed services for any of Partech, Unnisa or Proceda, in
each case as identified in EXHIBIT M to this Agreement, irrevocably assigning to
Partech, Unnisa or Proceda, as appropriate, without any consideration or other
conditions, any and all rights, title and interest in and to any and all
intellectual or industrial property, if any, developed or created, whether in
whole or in part, by them, each such written agreement being acceptable to
Equifax as to form, content and subject matter.

         4.11 CERTAIN CUSTOMER CONTRACTS. The Parties agree to use their
commercially reasonable efforts to have each of the Customer Contracts
renegotiated on terms and conditions reasonably satisfactory to the Parties so
as to limit the potential liability to Partech, Unnisa, Proceda and the Parties
for potential system or service failures at Partech, Unnisa or Proceda, whether
as a result of failures, interruptions, disruptions or slow-downs in their own
operating systems or as a result of the failure, interruption, disruption or
slow-down of third party products or services.

5.       REPRESENTATIONS, WARRANTIES AND COVENANTS RELATING TO PARTECH, UNNISA
         AND PROCEDA

         AG Telecom, Socma and Partech have prepared and delivered to Equifax a
disclosure memorandum (the "DISCLOSURE MEMORANDUM") setting forth any and all


                                       11

<PAGE>

exceptions or supplemental information to the representations, warranties and
covenants contained in this ARTICLE 5, and have delivered to Equifax documents
and materials pursuant to this Agreement, and all of the documents and materials
so delivered are true, correct and complete as of the date furnished, and any
and all modifications or amendments to the documents and materials have been or
will be delivered to Equifax with the Disclosure Memorandum. The disclosures set
forth in the Disclosure Memorandum qualify only those representations and
warranties specifically referenced and referred to in the Disclosure Memorandum
or this Agreement, and a disclosure related to any particular representation and
warranty shall not qualify any other representation or warranty unless so
expressly stated. At all times prior to and including the Closing Date, AG
Telecom, Socma and Partech will promptly provide Equifax with written
notification of any event, occurrence or other information of any kind
whatsoever which affects or may affect, the continued truth, correctness or
completeness of any representation or warranty made in this Agreement or any
information contained in the Disclosure Memorandum. Subject to the foregoing,
each of AG Telecom, Socma and Partech, severally but not jointly, represents and
warrants to Equifax, and covenants and agrees, as of the date of this Agreement
and again as of the Closing Date, as follows:

         5.1 EXISTENCE. Each of Partech and Unnisa: (a) is a Brazilian limited
liability company ("SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA"), duly
organized and registered and validly existing under the laws of Brazil, and (b)
is entitled to own or lease, or will own or lease, its assets and properties and
to carry on its business as and in the places where its business is conducted
and its assets and properties are owned or leased. Proceda: (a) is a corporation
("SOCIEDADE ANONIMA"), duly organized and registered and validly existing under
the laws of Brazil, and (b) is entitled to own or lease, or will own or lease,
its assets and properties and to carry on its business as and in the places
where its business is conducted and its assets and properties are owned or
leased. None of Partech, Unnisa or Proceda is required to be authorized,
licensed, qualified or domesticated as a foreign Person in any jurisdiction
outside of Brazil. AG Telecom and Socma have previously furnished Equifax with
true, correct and complete copies of the organizational and foundation
documents, as amended, of each of Partech, Unnisa and Proceda. AG Telecom and
Socma have delivered to Equifax true, correct and complete copies of the minutes
and other similar records of meetings of and actions by the shareholders,
quotaholders, directors and officers of Partech and Proceda, and the minutes and
other similar records of meetings of and actions by the quotaholders, directors
and officers of Unnisa, which, in each case, reflects fully all issuances
(whenever this is the case), transfers and redemptions of Partech's, Unnisa's
and Proceda's capital. The Disclosure Memorandum lists: (i) all locations where
Partech, Unnisa or Proceda currently owns or leases real property, has an office
or place of business, or maintains any equipment, other asset, or has licensed
any software, (ii) all locations of immovable property formerly owned or leased
by either Partech, Unnisa or Proceda, or its respective predecessors, and (iii)
all names under which each of Partech, Unnisa or Proceda or its respective
predecessors have operated, if different from its present legal name.

         5.2 SUBSIDIARIES. Except for Partech's interest in Unnisa and Proceda,
none of Partech, Unnisa or Proceda has any interest, directly or indirectly, in
any Person, nor any

                                       12

<PAGE>

right, option or commitment to purchase or otherwise acquire any interest,
direct or indirect, in any Person, nor has it ever had any interest or the
right to acquire any interest. To the extent that Partech, Unnisa or Proceda
does have an interest in any other Person, that Person is not engaged in a
business competitive with that of Partech, Unnisa or Proceda or the business
to be conducted by Unnisa or Proceda on and after the Closing Date, and none
of Partech, Unnisa or Proceda has any legal responsibility, duty, obligation
or liability in respect of that Person, nor do any of the assets, businesses,
properties, revenues or profits stand for any duty, obligation or liability
of that Person.

         5.3      CAPITALIZATION; OWNERSHIP OF EQUITY; FOUNDATION DOCUMENTS.

         (a) Partech has a total capital (the "PARTECH QUOTAS") as described in
the Disclosure Memorandum, and the capital of Partech described in the
Disclosure Memorandum constitutes all of the issued and outstanding capital of
Partech. The Partech were duly authorized and validly issued, are fully paid and
non-assessable, and were authorized, offered, issued and sold in accordance with
all applicable Laws. All amounts due in respect of the Partech Quotas have been
fully paid in the required currency, and no further assessments or calls may be
made upon or with respect to the Partech Quotas. None of the Partech Quotas have
been issued, offered, sold, registered or recorded in violation of the
preemptive or other rights of any past or present shareholder or quotaholder of
Partech or any other Person. None of the Partech Quotas are subject to any
quotaholders agreements, voting trusts or any restrictions on transfer, other
than as set forth in Partech's Articles of Incorporation or By-Laws or this
Agreement or in the Disclosure Memorandum. The Partech Quotas are owned
beneficially and legally by the Persons named in the Disclosure Memorandum.

         (b) Other than as contemplated by this Agreement or in the Disclosure
Memorandum, there are no rights to subscribe for or to purchase, or any option
for the purchase of, or any agreements or arrangements providing for the
issuance (contingent or otherwise) of, or any calls, commitments or any claims
or Actions of any character relating to, the capital of Partech, including
without limitation, any subscription bonus, convertible debentures, share
options or founders' shares. Other than as contemplated by this Agreement or by
the Disclosure Memorandum, no Person has any right to, or option with respect
to, or any agreement or arrangements with respect to, or any calls, commitment
or any claims or rights of any character however evidenced or created to, any of
the capital of Partech or any portion of Partech's turnover or profits.

         (c) Unnisa has a total capital (the "UNNISA QUOTAS") as described in
the Disclosure Memorandum, and the capital of Unnisa described in the Disclosure
Memorandum constitutes all of the outstanding capital of Unnisa. The Unnisa
Quotas were duly authorized, are fully paid and non-assessable, and were
authorized, offered, issued and sold in accordance with all applicable Laws. All
amounts due in respect of the Unnisa Quotas have been fully paid in the required
currency, and no further assessments or calls may be made upon or with respect
to those quotas. None of the Unnisa Quotas have been offered, sold, registered
or recorded in violation of the preemptive or other rights of any past or
present quotaholder of Unnisa or any other Person. None of the

                                       13

<PAGE>

Unnisa Quotas are subject to any quotaholder agreements, voting trusts or any
restrictions on transfer, other than as set forth in Unnisa's Articles of
Association or this Agreement or the Disclosure Memorandum. The Unnisa Quotas
are owned legally and beneficially by the Persons named in the Disclosure
Memorandum.

         (d) Other than as contemplated by this Agreement, there are no rights
to subscribe for or to purchase, or any option for the purchase of, or any
agreements or arrangements providing for the issuance (contingent or otherwise)
of, or any calls, commitments or any claims or Actions of any character relating
to, the capital of Unnisa, including without limitation, any subscription bonus,
convertible debentures, quota options or founders' quotas. Other than as
contemplated by this Agreement or in the Disclosure Memorandum, no Person has
any right to, or option with respect to, or any agreement or arrangements with
respect to, or any calls, commitment or any claims or rights of any character
however evidenced or created to, any of the capital of Unnisa or any portion of
Unnisa's turnover or profits.

         (e) Proceda has a total capital (the "PROCEDA SHARES") as described in
the Disclosure Memorandum, and the capital of Proceda described in the
Disclosure Memorandum constitutes all of the issued and outstanding capital of
Proceda. The Proceda Shares were duly authorized and validly issued, are fully
paid and non-assessable, and were authorized, offered, issued and sold in
accordance with all applicable Laws. All amounts due in respect of the Proceda
Shares have been fully paid in the required currency, and no further assessments
or calls may be made upon or with respect to the Proceda Shares. None of the
Proceda Shares have been issued, offered, sold, registered or recorded in
violation of the preemptive or other rights of any past or present shareholder
of Proceda or any other Person. None of the Proceda Shares are subject to any
shareholder agreements, voting trusts or any restrictions on transfer, other
than as set forth in Proceda's Articles of Incorporation or By-Laws or this
Agreement or the Disclosure Memorandum. The Proceda Shares are owned
beneficially and legally by the Persons named in the Disclosure Memorandum.

         (f) Other than as contemplated by this Agreement or described in the
Disclosure Memorandum, there are no rights to subscribe for or to purchase, or
any option for the purchase of, or any agreements or arrangements providing for
the issuance (contingent or otherwise) of, or any calls, commitments or any
claims or Actions of any character relating to, the capital of Proceda,
including without limitation, any subscription bonus, convertible debentures,
share options or founders' shares. Other than as contemplated by this Agreement
or described in the Disclosure Memorandum, no Person has any right to, or option
with respect to, or any agreement or arrangements with respect to, or any calls,
commitment or any claims or rights of any character however evidenced or created
to, any of the capital of Proceda or any portion of Proceda's turnover or
profits.

         5.4      AUTHORITY; INCONSISTENT OBLIGATIONS.

         (a) Each of the Sellers, Partech, Unnisa and Proceda have the full
right, power and authority to execute and deliver and to perform and comply with
this Agreement and

                                       14

<PAGE>

the Additional Agreements to which any of them is or will be a party. All
proceedings and actions required to be taken by either Seller, Partech,
Unnisa or Proceda to authorize the execution, delivery and performance of
this Agreement and the Additional Agreements have been taken. This Agreement,
and each Additional Agreement to which any of them is or will be a party,
have been, or in the case of any Additional Agreement will be at the Closing,
duly and validly executed and delivered by each Seller, Partech, Unnisa or
Proceda, as appropriate, by its duly authorized officers or representatives.
This Agreement constitutes, and each Additional Agreement when executed and
delivered will constitute, the valid and legally binding obligation, subject
to general equity principles, of each Seller, Partech, Unnisa and Proceda, as
appropriate, enforceable in accordance with its respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting the rights of creditors generally.

         (b) Neither the execution and delivery of this Agreement or of the
Additional Agreements by either Seller or Partech, nor the consummation of the
transactions contemplated by this Agreement or by any Additional Agreement, will
(i) result in a violation of the Articles of Association, Articles of
Incorporation or By-Laws of either Seller, Partech, Unnisa or Proceda, or any
Law or Order, (ii) violate any Order or Law applicable to either Seller,
Partech, Unnisa or Proceda, or (iii) result in a breach of, conflict with or
default under, any term or provision of any indenture, note, mortgage, bond,
security agreement, loan agreement, guaranty, pledge, or other instrument,
contract, agreement or commitment to which either Seller, Partech, Unnisa or
Proceda is or will be upon consummation of the transactions contemplated by this
Agreement a party or by which any of them or any of their respective assets,
properties, or businesses is subject or bound; nor will these actions result in
(w) the creation of any Lien on any of the Acquired Interests, Partech Quotas,
Unnisa Quotas or Proceda Shares, or any of the assets, properties, businesses,
revenues or profits of Partech, Unnisa or Proceda, (x) the acceleration or
creation of any material obligation of Partech, Unnisa or Proceda, (y) the
forfeiture of any material right or privilege of Partech, Unnisa or Proceda, or
(z) the forfeiture of any material right or privilege of either Seller, Partech,
Unnisa or Proceda that may affect its ability to perform under this Agreement or
any Additional Agreement.

         5.5 NO VIOLATION; COMPLIANCE WITH LAWS. None of Partech, Unnisa or
Proceda is in default under or in violation of (a) its Articles of Association,
Articles of Incorporation or By-Laws, as appropriate, or (b) any Order or Law,
and the operations of Partech, Unnisa and Proceda have been conducted in
accordance with, and are in compliance with, all applicable Laws. Except as
indicated in the Disclosure Memorandum, none of the Sellers, Partech, Unnisa or
Proceda has any notification of any asserted present or past failure by Partech,
Unnisa or Proceda to comply with any Order or Laws.

         5.6 CONSENTS. The execution and delivery by the Sellers or Partech of
this Agreement and the Additional Agreements to which any of them is to be a
party on the Closing Date, the consummation of the transactions contemplated in
this Agreement or the Additional Agreements, the conduct of the respective
businesses of Partech, Unnisa and Proceda on and after the Closing Date, and the
performance by the Sellers or Partech under

                                       15

<PAGE>

this Agreement or any Additional Agreement, as appropriate, do not (a)
require the consent, approval or action of, or any filing with or notice to,
any Government or other Person, other than for a notification filing to be
made with the Brazilian anti-trust authorities within fifteen (15) days after
the Closing, (b) require the consent or approval of Partech's quotaholders,
Unnisa's quotaholders or Proceda's shareholders (except for those previously
obtained), or (c) impose any other term, condition or restriction on Partech,
Unnisa or Proceda pursuant to any Order or Law.

         5.7 POSSESSION OF LICENSES, ETC. Each of Partech, Unnisa and Proceda
possesses all certificates, licenses, permits and other authorizations from
Governments (collectively, the "PERMITS"), free from burdensome restrictions,
that are necessary or convenient for the ownership, maintenance and operation of
its respective properties, assets, and businesses, and none of Partech, Unnisa
or Proceda is or has been in violation of any such Permits. The Disclosure
Memorandum sets forth all material Permits held by each of Partech, Unnisa and
Proceda in connection with its business, all of which are in full force and
effect, and neither the validity nor continuance of which will be adversely
affected by the consummation of the transactions contemplated by this Agreement.

         5.8      [INTENTIONALLY LEFT BLANK].

         5.9 FINANCIAL STATEMENTS. Prior to the date of this Agreement, Sellers
and Partech have delivered to Equifax copies of the audited financial statements
of Partech, Unnisa and Proceda as of and for the periods ended December 31,
1994, 1995, 1996 and 1997 (together with the report thereon of Ernst and Young
or Deloitte Touche Tohmatsu, as appropriate collectively, the "AUDITED FINANCIAL
STATEMENTS"), and the unaudited financial statements of Partech, Unnisa and
Proceda as of and for the (i) 5-month period ended May 31, 1998 and (ii) 6-month
period ended June 30, 1998 (the "UNAUDITED FINANCIAL STATEMENTS"; and together
with the Audited Financial Statements, collectively, the "FINANCIAL
STATEMENTS"), in each case including a balance sheet, an income statement, a
statement of changes in shareholders equity, and a statement of changes in
financial position, together with any related schedules. The Financial
Statements have been prepared from the books and records of Partech, Unnisa and
Proceda, as appropriate, and have been prepared in accordance with GAAP
consistently applied and present fairly the financial condition of Partech,
Unnisa and Proceda, as appropriate, as at the respective dates of the Financial
Statements and the results of its respective operations, shareholders equity and
financial position for the periods then ended. All pro forma and projected
financial information presented to Equifax in connection with the negotiation
and consummation of the transactions contemplated by this Agreement have been
prepared by Sellers consistent with historic accounting practices and procedures
and based upon facts as then in existence and assumptions reasonable in the
circumstances, and the same continue to be true and reasonable. Each of the
Sellers, Partech, Unnisa and Proceda, however, makes no representation or
warranty regarding the likelihood of the actual occurrence of such projections.

         5.10     LIABILITIES.

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<PAGE>

         (a) Except as indicated in the Disclosure Memorandum, none of Partech,
Unnisa or Proceda has any debt, Liability or obligation of any kind, whether
accrued, absolute, contingent or otherwise, except (i) those reflected in the
Unaudited Financial Statements, (ii) those accounts payable incurred in the
ordinary and regular course of business since the date of the Unaudited
Financial Statements, and (iii) those incurred thereafter in the ordinary and
regular course of business consistent with past practices which do not result
from the breach of any Contract or any violation of applicable Law.

         (b) None of Partech, Unnisa or Proceda is a party to any contract or
commitment to guarantee the payment or performance of any Liability or other
obligation of any other Person, or pursuant to which Partech, Unnisa or Proceda,
or their respective assets, properties, business or revenue, is or may become
liable for the indebtedness or other obligations of any other Person.

         5.11 TITLE TO PROPERTIES. All assets and property, whether movable or
immovable, tangible or intangible, owned by Partech, Unnisa or Proceda are owned
exclusively by Partech, Unnisa or Proceda and free and clear of any and all
Liens except those listed and described in the Disclosure Memorandum. None of
Partech, Unnisa or Proceda owns any assets or property other than those set
forth on the relevant balance sheets included in the Unaudited Financial
Statements and those acquired thereafter in the ordinary and regular course of
business consistent with past practices and which are otherwise reflected on the
books and records of Partech, Unnisa or Proceda, as appropriate. Each of
Partech, Unnisa and Proceda has, or will have at the Closing, exclusive
possession of all of its respective assets and properties, all of which are
physically located on the Immovable Property and are not subject to the dominion
or control of any other Person.

         5.12 RECEIVABLES. Subject to any applicable reserve set forth in the
relevant Financial Statements, any and all notes receivable and accounts
receivable shown in the Financial Statements and all notes receivable and
accounts receivable held by Partech, Unnisa or Proceda on the date of this
Agreement and on the Closing Date, were, are and will be, valid and collectable
obligations of the respective makers or the relevant account debtors and were
not and are not subject to any offset, counterclaim or recoupment.

         5.13     MOVABLE PROPERTY.

                  (a) All of the machinery, equipment, vehicles, and other items
of movable property which are owned or leased by Partech, Unnisa or Proceda are
in good condition and repair, subject to normal wear and tear, suited for the
use intended, and to the best knowledge of each of the Sellers, Partech, Unnisa
or Proceda are and have been operated in conformity with all applicable
insurance requirements, manufacturer's operating manuals, manufacturer's
warranties, and applicable Orders and Laws. The Disclosure Memorandum sets forth
a list of all movable property whose value is in excess of R$10,000, owned or
leased by Partech, Unnisa or Proceda, specifying which items are owned and which
are leased. To the best of each Sellers' and Partech's knowledge, there

                                       17

<PAGE>

are no defects or conditions which would cause the movable property to be or
become inoperable or unsafe.

                  (b) To the best of each Seller's and Partech's knowledge, all
lessors of any machinery, equipment or other movable property leased by Partech,
Unnisa or Proceda have fully and completely performed and satisfied their
respective duties and obligations under the leases, and none of Partech, Unnisa
or Proceda has brought or threatened any Action against any relevant lessor for
failure to perform and satisfy its duties and obligations under the relevant
lease.

         5.14     IMMOVABLE PROPERTY.

                  (a) None of Partech, Unnisa or Proceda owns any real or
immovable property. Each of Partech, Unnisa and Proceda has the lawful right to
occupy and use all real or immovable property which is used in their respective
businesses (the "IMMOVABLE PROPERTY").

                  (b) All agreements with respect to leases, easements, rights
of way, licenses or other interests in Immovable Property granted to Partech,
Unnisa or Proceda (collectively, the "PROPERTY LEASES") are listed in the
Disclosure Memorandum. The interest of Partech, Unnisa or Proceda, as
applicable, in and under each of the Property Leases is free and clear of any
defects, claims or Liens and subject to no present Action or threatened Action.

                  (c) Each of Partech, Unnisa and Proceda is lawfully in
possession of all of its respective Immovable Property which is the subject of a
Property Lease and with respect to which Partech, Unnisa or Proceda is a tenant
or lessee or has been granted a possessory interest (the "LEASED IMMOVABLE
PROPERTY"), and all conditions precedent to the obligation of Partech, Unnisa or
Proceda to take possession and continue to occupy all Leased Immovable Property
have been fulfilled.

                  (d) There is lawfully available to all the Leased Immovable
Property, through private easements and facilities or properly dedicated public
easements and facilities, all of the water, gas, sewer, electricity and
telephone service which are now being utilized and sufficient to allow Partech,
Unnisa or Proceda, as applicable, to continue to conduct their business as
presently conducted by them and, further, to engage in their respective
businesses. All of the Leased Immovable Property has reasonably suitable ingress
and egress and each parcel of Leased Immovable Property has reasonably suitable
access to the existing paved roads and other public rights of way, which access
is not limited or restricted.

                  (e) The present use, occupancy and operation of the Immovable
Property, and all aspects of the improvements on and to the Immovable Property
(collectively, the "IMPROVEMENTS"), are in compliance in all material respects
with all, and not in material violation of any, Laws and with all private
restrictive covenants of record, and the Sellers have no knowledge of any
proposed change to the applicable Laws

                                       18

<PAGE>

or the private restrictive covenants of record that would affect any of the
Immovable Property or its use, occupancy or operation. There exist no
conflicts or disputes with any Government or Person relating to any Immovable
Property or the activities on the Immovable Property. All Improvements are in
good condition and repair, ordinary wear and tear excepted, suited for the
operation of the business of Partech, Unnisa or Proceda, as applicable.

         5.15     INTELLECTUAL PROPERTY RIGHTS.

                  (a) The Disclosure Memorandum sets forth a list of (i) all
patents, patent applications and registrations, trademarks, trademark
applications and registrations, copyright applications and registrations, trade
names and industrial designs, service marks and service mark applications,
Brazilian or foreign, owned or used by Partech, Unnisa or Proceda in or
otherwise relating to the operation of their respective businesses, (ii) all
trade secrets, know-how, inventions and other intellectual property, owned or
used by Partech, Unnisa or Proceda relating to the operation of their respective
businesses; and (iii) all computer systems and application software, including
without limitation, all documentation relating to the computer systems and
application software, and the latest revisions of all related object and source
codes therefor, owned or used by Partech, Unnisa or Proceda, in or otherwise
relating to the operation of their respective businesses (collectively, the
"PROPRIETARY RIGHTS"). Partech, Unnisa or Proceda, as applicable, owns the
entire right, title and interest in and to all of their respective Proprietary
Rights, free and clear of any and all Liens. None of Partech, Unnisa or Proceda
has granted any license to any third party with relation to any of the
Proprietary Rights.

                  (b) There is no existing or, to the best knowledge of either
Seller, threatened, challenge to the use by Partech, Unnisa or Proceda of any of
their respective Proprietary Rights, and the use of the Proprietary Rights does
not infringe on the rights of any third party. Except as indicated in the
Disclosure Memorandum, no royalty or other fee is required to be paid by
Partech, Unnisa or Proceda to any Person in respect of the use of any of the
Proprietary Rights.

                  (c) The conduct of the businesses of Partech, Unnisa or
Proceda and the use of their Proprietary Rights do not infringe, and none of
Partech, Unnisa or Proceda has received any notice, complaint, threat or claim
alleging infringement of, any patent, trademark, trade name, copyright,
industrial design, trade secret or any other intellectual property or
proprietary right of any Person.

                  (d) To the best knowledge of each Seller and Partech and
except as disclosed in any Contract in respect of Proprietary Rights, there are
no rights of third parties with respect to any patent, patent application,
invention, know-how, copyrights, trademark, service mark, trade secrets, trade
name, computer system, application software or device, or other intellectual
property right which would have an adverse effect on the operations or prospects
of Partech, Unnisa or Proceda.

                                       19

<PAGE>

         5.16 CONTRACTS. The Disclosure Memorandum contains a list of all
written and oral material agreements, commitments and arrangements to which
Partech, Unnisa or Proceda is a party or under which Partech, Unnisa or
Proceda has any rights or obligations (collectively, the "CONTRACTS"),
including without limitation any Contracts pursuant to which any of Partech,
Unnisa or Proceda acquired or had developed any rights in or to any
Proprietary Rights. Sellers have, prior to the date of this Agreement,
delivered to Equifax a true, correct and complete copy of each written
Contract and a true, correct and complete summary of each oral Contract. None
of the Contracts, individually or together, constitute an unlawful restraint
of trade under any applicable Law. All obligations to be performed by
Partech, Unnisa or Proceda as of the date of this Agreement under all
Contracts to which any of them is a party have been performed in accordance
with their terms and no claim exists in respect of the Contracts. None of
Partech, Unnisa or Proceda is a party to any agreement or commitment which
will likely result in a material loss to Partech, Unnisa or Proceda, as
applicable, upon completion of performance or which cannot readily be
fulfilled or performed by Partech, Unnisa or Proceda, as applicable, in
accordance with its terms without undue or unusual expenditures of money or
effort, it being understood that neither Sellers nor Partech, Unnisa nor
Proceda shall be held responsible for any damages or losses arising as a
result of either Unnisa or Proceda or their respective customers or suppliers
not being Year 2000 Compliant. For purposes of this SECTION 5.16, "Year 2000
Compliant" shall mean the ability to (1) process transactions up to, on, or
after, and (2) process transactions in respect of date up to, on, or after,
January 1st, 2000, without any degredation in or failure in the services
currently provided by Partech, Unnisa or Proceda. All of the Contracts are
valid, binding and enforceable in accordance with their terms, and are in
full force and effect; there are no existing defaults by Partech, Unnisa or
Proceda under any of their respective Contracts and no event has occurred
which would constitute a default (whether with or without notice, lapse of
time or the happening or occurrence of any event) under any Contract; and all
parties to any Contract have consented (where any relevant consent is
necessary) to the consummation of the transactions contemplated by this
Agreement without requiring modification in the rights or obligations of
Partech, Unnisa or Proceda. The terms and conditions under which either
Unnisa or Proceda, as appropriate, provides services under any Customer
Agreement, including without limitation any services to ACG, AIG, BNL
(Electron), BNL (Cards), Banco Santos, BCN, Brascan, Fibra, Girobank, and
Transcheck, are as set forth in the Disclosure Memorandum and those
agreements as described in and attached to the Disclosure Memorandum set
forth as of the date of this Agreement and as of the Closing Date the full
agreement and understanding with Unnisa or Proceda, as appropriate.

         5.17 INSURANCE. Partech, Unnisa and Proceda are the sole owners of the
insurance policies as set forth in the Disclosure Memorandum, which policies
insure the assets, properties and businesses of Partech, Unnisa and Proceda, as
applicable, against the types of risks and in the amounts as are customary in
the geographies in which Partech, Unnisa and Proceda conduct their respective
businesses, and all relevant policies are in full force and effect. All premiums
due on any relevant policies have been paid, and none of Partech, Unnisa or
Proceda has received any notice of cancellation or non-renewal with respect to
any insurance policy. As of the date of this Agreement, none of Partech, Unnisa
or Proceda has any Liability for premiums or retrospective premium

                                       20

<PAGE>

adjustments for any period prior to the date of this Agreement. The
Disclosure Memorandum also lists and describes all material occurrences or
facts that may form the basis for a claim by or on behalf of Partech, Unnisa
or Proceda under any insurance policy; and each of Partech, Unnisa or
Proceda, as applicable, has timely given notice of all relevant occurrences
to the appropriate insurer and has not waived (either intentionally or
inadvertently) its right to make the related claim under any relevant
insurance policy.

         5.18 LITIGATION; CONTINGENCIES. Except as indicated in the Disclosure
Memorandum, there are no Actions existing or, to the knowledge of either Seller
or Partech, threatened against, by or affecting Partech, Unnisa or Proceda, the
property, business, revenues or assets of Partech, Unnisa or Proceda, in any
Forum, nor is there any basis for any Actions, nor do there exist any other
contingent liabilities, the eventual outcome of which might have an adverse
effect on Partech, Unnisa or Proceda after the date of this Agreement, or which
would prevent or impede the transactions contemplated by this Agreement. None of
Partech, Unnisa or Proceda has been charged with, or is under investigation with
respect to, any charge concerning any violation of any provision of any Law.
There are no unsatisfied judgments against Partech, Unnisa or Proceda or any of
Partech's, Unnisa's or Proceda's predecessors or any other Order to which either
Seller, Partech, Unnisa or Proceda, or any of Partech's, Unnisa's or Proceda's
assets or properties are subject.

         5.19 TAXES. All Taxes (including without limitation, all income,
property, sales or use, customs, value added, ad valorem, withholding,
employees' income withholding and public welfare taxes, including social
contribution, unemployment fund ("FGTS"), social security contributions ("INSS")
and all other taxes imposed on Partech, Unnisa or Proceda or their respective
income, properties, sales, operations or employee benefit plans), and all
deposits in connection with any of Taxes required by applicable Brazilian Law
imposed by any Brazilian Government, or to the knowledge of Sellers and Partech,
those under any other applicable Law imposed by any other Government and all
interest on the Taxes and penalties and additions to any Taxes, which are due
and payable by Partech, Unnisa or Proceda for all periods through the date of
this Agreement have been paid in full, other than for Taxes the legality of
which is being contested in good faith and described in the Disclosure
Memorandum, and reserves and accruals in accordance with GAAP for all other
Taxes, whether or not disputed, have been properly recorded in the Financial
Statements or, in the case of periods subsequent to the dates of the latest
Financial Statements, on the books and records of Partech, Unnisa or Proceda, as
appropriate. All Taxes, if any, due and payable in respect of the transactions
contemplated by this Agreement have been, or will be, paid by each Seller, as
appropriate, as and when due, without any contribution by or Liability to
Partech, Unnisa, Proceda or Equifax, regardless of when, how or to or against
whom assessed. From and after the date of this Agreement, Partech, Unnisa or
Proceda will duly file all returns and reports with respect to Taxes, and will
pay all Taxes as and when the Taxes become due and payable. There is not now any
proposed or outstanding assessment or adjustment against Partech, Unnisa or
Proceda of additional Taxes of any kind. Partech, Unnisa and Proceda have duly
filed all required national, state, municipal, local and foreign tax returns and
reports (including without limitation, returns for estimated tax), and all
returns and reports of all other Governments having jurisdiction, with respect
to all Taxes; all relevant returns and

                                       21

<PAGE>

reports show the correct and proper amount due; and all required Taxes shown
on relevant returns or reports and except as indicated in the Disclosure
Memorandum, all assessments received by Partech, Unnisa or Proceda have been
paid to the extent that the Taxes, or any estimates of any Tax Liability,
have become due. Except as indicated in the Disclosure Memorandum, there are
no significant Governmental Tax audits or inquiries presently being conducted
with respect to, Partech, Unnisa or Proceda. There have been no waivers of
the applicable statutory period of limitation for any Taxes for any taxable
period. None of Partech, Unnisa or Proceda is a party to any Tax sharing or
Tax allocation agreement, understanding, arrangement or commitment. Except as
indicated in the Disclosure Memorandum, there is no material dispute or
Action concerning any Tax Liability of Partech, Unnisa or Proceda claimed or
raised by a Government.

         5.20     EMPLOYMENT AND LABOR MATTERS.

                   (a) Except as indicated in the Disclosure Memorandum, none of
Partech, Unnisa or Proceda is a party to any collective bargaining agreement or
agreement of any kind with any union or labor organization, and no union or
other employee bargaining group or organization has been certified or recognized
by Partech, Unnisa or Proceda as representing any employee, nor, to the
knowledge of either Seller, is a union or other labor organization or employee
group or organization seeking recognition for any similar purpose, and there are
no controversies pending, or to the knowledge of either Seller, threatened
against Partech, Unnisa or Proceda and any labor union or collective bargaining
unit representing, or seeking to represent, any of its employees, and there has
been no attempt by any union or other employee group or organization to organize
any employees of Partech, Unnisa or Proceda at any time in the past five years.
Each of Partech, Unnisa and Proceda has complied with all applicable Laws
relating to wages, hours, health and safety, payment of social security
withholding and other taxes, maintenance of workers' compensation insurance,
labor and employment relations, and employment discrimination.

                  (b) Except as expressly provided for in this Agreement or
indicated in the Disclosure Memorandum or required by law, none of Partech,
Unnisa or Proceda is obligated to provide, directly or indirectly, any benefits
for employees, including any pension, bonus, medical insurance or other employee
benefits under any practice, agreement or Law. The Disclosure Memorandum fully
and accurately describes the terms of each employee benefit program or plan
maintained by or contributed by or on behalf of Partech, Unnisa or Proceda that
covers any employees or former employees of Partech, Unnisa or Proceda (an
"EMPLOYEE BENEFIT Plan"). Except as indicated in the Disclosure Memorandum, no
Action is existing or to the knowledge of any Seller anticipated with respect to
any Employee Benefit Plan nor with respect to any government-sponsored program
of a similar nature to which Partech, Unissa or Proceda is required to
contribute, as to which action any of said companies is alleged to have any
liability. Each Employee Benefit Plan has been administrated in compliance with
all applicable Laws and all required filings and contributions have been made.
No Employee Benefit Plan has at any time been involved in any transaction which
will cause Partech, Unnisa or Proceda to lose a favorable tax position taken
with respect to any Employee Benefit Plan. All payments to be made

                                       22

<PAGE>

under or pursuant to any Employee Benefit Plan have been made or a sufficient
reserve has been accrued in the Financial Statements or in the relevant books
and records for all relevant periods, and each Employee Benefit Plan is fully
funded in an amount necessary to discharge Partech's, Unnisa's or Proceda's
obligations under or in connection with each Employee Benefit Plan.

                  (c) The Disclosure Memorandum lists all reasonably anticipated
pension, social and health obligations (including, without limitation,
retirement premiums) of Partech, Unnisa or Proceda.

         5.21 ABSENCE OF CERTAIN BUSINESS PRACTICES. None of AG Telecom, AG
Parent, Socma, Partech, Unnisa or Proceda, or any of their Affiliates, or any of
their respective officers, directors, employees, agents, nor any other Person
acting on any of their behalf has, directly or indirectly, within the past five
years given or agreed to give any gift or similar benefit to any Government
employee or other Person who is or may be in a position to help or hinder the
business of Partech, Unnisa or Proceda (or to assist Partech, Unnisa or Proceda
in connection with any actual or proposed transaction) which (a) might subject
Partech, Unnisa, Proceda or Equifax or any of Equifax's Affiliates, or any of
Equifax's or its Affiliates' directors, officers, employees or agents, to any
damage or penalty in any civil, criminal or Governmental Action, (b) if not
given in the past, might have had an adverse effect on the business or
operations of Partech, Unnisa or Proceda, or (c) if not continued in the future,
might adversely affect the business, operations, cash flows or prospects of
Partech, Unnisa or Proceda, or which might subject Partech, Unnisa, Proceda or
Equifax, or any of their respective directors, officers, employees, agent or any
other Person to suit or penalty in any private or Governmental Action, including
without limitation any suit or penalty under or pursuant to the United States
Foreign Corrupt Practices Act.

         5.22 BOOKS AND RECORDS. Except as indicated in the Disclosure
Memorandum, the books, records and accounts of Partech, Unnisa or Proceda (a)
have been maintained at Partech's, Unnisa's or Proceda's, as appropriate,
principal place of business in accordance with good business practices on a
basis consistent with prior years, (b) are stated in reasonable detail and
accurately and fairly reflect the transactions of Partech, Unnisa and Proceda
and dispositions of the assets of Partech, Unnisa and Proceda, and (c)
accurately and fairly reflect the basis for the Financial Statements. Partech,
Unnisa and Proceda have devised and maintained systems of internal accounting
controls sufficient to provide reasonable assurances that (x) transactions are
executed in accordance with management's general or specific authorization, and
(y) transactions are recorded as necessary (i) to permit preparation of
financial statements in conformity with GAAP and (ii) to maintain accountability
for assets.

         5.23 AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIES. Except as
indicated in the Disclosure Memorandum, none of Partech, Unnisa or Proceda is,
directly or indirectly, a party to any contract, agreement, or lease, or any
other arrangement with or commitment to, in each case whether oral or written,
any Related Party. Except as indicated in the Disclosure Memorandum, no Related
Party, directly or indirectly, owns or

                                       23

<PAGE>

controls any assets or properties which are or have been used in Partech's,
Unnisa's or Proceda's businesses, and no Related Party, directly or
indirectly, engages in or has any significant interest in or in connection
with any business (x) which is or which within the last three years has been
a competitor, customer or supplier of Partech, Unnisa or Proceda or has done
business with Partech, Unnisa or Proceda, or (y) which as of the date of this
Agreement sells or distributes products or services which are similar or
related to the products or services of Partech, Unnisa or Proceda. As used in
this Agreement, the term "RELATED PARTIES" means, collectively, (a) any
Person owning, or formerly owning, beneficially or of record, directly or
indirectly, any of the shares or quotas of, or other rights or interests, in
Partech, Unnisa or Proceda or any of their Affiliates, (b) any director,
officer, employee, agent, shareholder or quotaholder of Partech, Unnisa or
Proceda, (c) any Person in which any of the foregoing Parties has, directly
or indirectly, at least a five percent (5.0%) beneficial interest in the
capital or other type of equity interests of that Person, or (d) any
partnership in which Partech, Unnisa or Proceda is a partner.

         5.24 NO AGREEMENT IN ANTICIPATION OF SALE. None of Partech, Unnisa,
Proceda, AG Telecom, Socma or AG Parent has, directly or indirectly, taken any
action or actions or entered into any agreements in anticipation of this
Agreement. The consummation of the transactions contemplated by this Agreement
will not entitle any employee of Partech, Unnisa or Proceda to severance pay nor
will it accelerate the time of payment, vesting or increase the amount of any
compensation or benefits due to any employee of Partech, Unnisa or Proceda.

         5.25 GOVERNMENT REPORTS. The Disclosure Memorandum contains a true,
correct and complete list of, and Sellers have prior to the date of this
Agreement delivered to Equifax, true, correct and complete copies of, all Tax
returns and all material reports relating to any Employee Benefit Plan, finance
and monetary transactions, employees and employment conditions, compliance with
or violation of Law, and other matters material to the businesses of Partech,
Unnisa or Proceda filed or issued during the past five years, by Partech,
Unnisa, Proceda, AG Telecom or Socma with any Government and relating to
Partech's, Unnisa's or Proceda's respective business.

         5.26 BANKING RELATIONSHIPS. The Disclosure Memorandum sets forth a
complete and accurate description of all arrangements that Partech, Unnisa or
Proceda has with any banks or other financial institutions providing for
accounts, safe deposit boxes, borrowing arrangements, and certificates of
deposit or otherwise, indicating in each case account numbers, if applicable,
and the person or persons authorized to act or sign on behalf of Partech, Unnisa
or Proceda in respect of any of the foregoing.

         5.27 CUSTOMERS AND SUPPLIERS. None of AG Telecom, Socma, Partech,
Unnisa or Proceda is aware: (a) of any supplier or customer of Partech, Unnisa
or Proceda which intends to discontinue or substantially diminish or change its
relationship with Partech, Unnisa or Proceda or the terms of its relationship
with Partech, Unnisa or Proceda, (b) of any supplier of Partech, Unnisa or
Proceda which intends to increase prices or charges for goods or services
presently supplied, or (c) of any supplier of Partech, Unnisa or Proceda which
is likely to become unable to continue its relationship with Partech, Unnisa or


                                       24

<PAGE>

Proceda, or supply the goods or services which it presently supplies Partech,
Unnisa or Proceda, without significant change in the terms and conditions to any
relevant relationship or supply arrangement.

         5.28 PENDING LEGISLATION. Neither of Sellers nor any of Partech, Unnisa
or Proceda has any knowledge of or has received any notice of new or pending
legislation, regulations, rules, guidelines, administrative interpretations or
enforcement positions that, if enacted or adopted, would materially affect the
ability of Partech, Unnisa or Proceda to satisfactorily carry on their business
as presently conducted or as planned to be conducted, or the operations, cash
flows, affairs, prospects, properties or assets, or the condition, financial or
otherwise, of Partech, Unnisa or Proceda.

         5.29 ABSENCE OF CHANGES. Except as expressly provided for in this
Agreement or indicated in the Disclosure Memorandum, since December 31, 1997
(the "REFERENCE DATE"):

                  (1) there has been no change in the business, assets,
properties, Liabilities, affairs, results of operations condition (financial or
otherwise), or cash flows of Partech, Unnisa or Proceda or in their respective
relationships with suppliers, customers, employees, prospective suppliers or
customers, lessors, lenders or others, other than changes in the ordinary course
of business, none of which have had or will have a material adverse effect on
Partech, Unnisa or Proceda, as applicable;

                  (2) there has been no damage, destruction or loss to the
assets, properties, or business of Partech, Unnisa or Proceda, whether or not
covered by insurance;

                  (3) the businesses of Partech, Unnisa and Proceda, as
applicable, have been operated in the ordinary course and consistent with their
respective prior practices;

                  (4) the books, accounts and records of Partech, Unnisa and
Proceda have been maintained in the usual, regular and ordinary manner on a
basis consistent with prior years and in accordance with GAAP;

                  (5) there has been no declaration, setting aside or payment of
any dividend or other distribution on or in respect of the stock, quotas or
capital of Partech, Unnisa or Proceda, as applicable, nor has there been any
direct or indirect redemption, retirement, purchase or other acquisition of any
of the capital of Partech, Unnisa or Proceda;

                  (6) no Liability of Partech, Unnisa or Proceda has been
discharged or satisfied, other than in the ordinary course of business and
consistent with prior practice;

                  (7) none of Partech, Unnisa or Proceda has discontinued or
determined to discontinue the sale of any material products or services
previously sold by Partech, Unnisa or Proceda, as applicable;

                                       25

<PAGE>

                  (8) there has been no Lien (other than Liens for current Taxes
which are not past due) created on or in the assets of Partech, Unnisa or
Proceda;

                  (9) there has been no sale, transfer, lease or other
disposition of any material asset(s) of Partech, Unnisa or Proceda, except in
the ordinary course of their respective businesses, and no material debt to, or
claim or right of, Partech, Unnisa or Proceda has been executed, canceled,
compromised, waived or released;

                  (10) there has been no amendment, termination or waiver of, or
any notice of any amendment, termination or waiver of, any material right of
Partech, Unnisa or Proceda under any Contract or under any Permit from any
Government;

                  (11) none of Partech, Unnisa or Proceda has entered into any
agreement, contract, lease or license outside the ordinary course of business;
and

                  (12) none of Partech, Unnisa or Proceda has delayed or
postponed the payment of any accounts payable or other Liabilities outside the
ordinary course of business.

         5.30 FULL DISCLOSURE. No representation, warranty, covenant or
agreement of or relating to Partech, Unnisa or Proceda contained in this
Agreement, in the Disclosure Memorandum, in any Additional Agreement, or in any
other written statement or certificate delivered by either Seller or Partech,
pursuant to or in connection with this Agreement or any Additional Agreement, or
in connection with the transactions contemplated in this Agreement or any
Additional Agreement, contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary to make
the statements contained in this Agreement, the Disclosure Memorandum, any
Additional Agreement, or in any other written statement or certificate delivered
by either Seller or Partech, pursuant to this Agreement, the Disclosure
Memorandum or any Additional Agreement, not misleading. There is no fact known
to either Seller or Partech which materially and adversely affects, or in the
future may materially and adversely affect, the business, operations, cash
flows, affairs, prospects, properties or assets, or the condition, financial or
otherwise, of Partech, Unnisa, Proceda or the businesses to be conducted by
Partech, Unnisa and Proceda on and after the Closing Date, or their respective
operations, cash flows, affairs, prospects, properties or assets, which has not
been disclosed in this Agreement or the Disclosure Memorandum. The information
contained in the Disclosure Memorandum will be deemed to be part of and to
qualify only those representations and warranties contained in this ARTICLE 5
specifically referenced in the Disclosure Memorandum.

6.       REPRESENTATIONS AND WARRANTIES RELATING TO THE AG GROUP

         AG Telecom and AG Parent, jointly and severally, represent, warrant and
covenant to and with Equifax, as of the date hereof and again as of the Closing
Date, as follows:

                                       26

<PAGE>

         6.1 EXISTENCE. AG Parent: (a) is a corporation ("SOCIEDADE ANONIMA"),
duly organized and registered and validly existing under the laws of Brazil, and
(b) is entitled to own or lease, or will own or lease, its assets and properties
and to carry on its business as and in the places where its business is
conducted and its assets and properties are owned or leased. AG Telecom: (a) is
a limited liability company ("SOCIEDADE POR QUOTAS DE RESPONSABILIDADE
LIMITADA"), duly organized and registered and validly existing under the laws of
Brazil, and (b) is entitled to own or lease, or will own or lease, its assets
and properties and to carry on its business as and in the places where its
business is conducted and its assets and properties are owned or leased.

         6.2 CAPITALIZATION; OWNERSHIP OF EQUITY. AG Parent owns, directly or
indirectly, one hundred percent (100%) of the capital of AG Telecom. The capital
of AG Parent is owned beneficially and legally as set forth in EXHIBIT N-1 to
this Agreement. The capital of AG Telecom is owned beneficially and legally as
set forth in EXHIBIT N-2 to this Agreement.

         6.3      AUTHORITY; INCONSISTENT OBLIGATIONS.

         (a) Each of AG Parent and AG Telecom has the full right, power and
authority to execute and deliver and to perform and comply with this Agreement
and the Additional Agreements to which either of them is or will be a party. All
proceedings and actions required to be taken by either AG Parent and AG Telecom
to authorize the execution, delivery and performance of this Agreement and the
Additional Agreements to which it is a party have been taken. This Agreement,
and each Additional Agreement to which either of them is or will be a party,
have been, or in the case of any Additional Agreement will be at the Closing,
duly and validly executed and delivered by AG Parent or AG Telecom, as
appropriate, by its duly authorized officers or representatives. This Agreement
constitutes, and each Additional Agreement when executed and delivered will
constitute, the valid and legally binding obligation, subject to general equity
principles, of AG Parent and AG Telecom, as appropriate, enforceable in
accordance with its respective terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting the rights of
creditors generally.

         (b) Neither the execution and delivery of this Agreement or of the
Additional Agreements by either AG Parent or AG Telecom, nor the consummation of
the transactions contemplated by this Agreement or by any Additional Agreement,
will (i) result in a violation of the Articles of Association, Articles of
Incorporation or By-Laws of either AG Parent or AG Telecom, or on the date of
this Agreement or on the Closing Date any applicable Law or Order, (ii) violate
any Order or Law applicable to either AG Parent or AG Telecom, or (iii) result
in a breach of, conflict with or default under, any term or provision of any
indenture, note, mortgage, bond, security agreement, loan agreement, guaranty,
pledge, or other instrument, contract, agreement or commitment to which either
AG Parent or AG Telecom is a party or by which any of them or any of their
respective assets, properties, or businesses are subject or bound; nor will
these actions result in (w) the creation of any Lien on any of the Acquired
Interests, Partech Quotas, Unnisa Quotas or

                                       27

<PAGE>

Proceda Shares, or any of the assets, properties, businesses, revenues or
profits of AG Parent or AG Telecom, (x) the acceleration or creation of any
obligation of AG Parent or AG Telecom, (y) the forfeiture of any material
right or privilege of AG Parent or AG Telecom, or (z) the forfeiture of any
material right or privilege of either AG Parent or AG Telecom that may affect
its ability to perform under this Agreement or any Additional Agreement.

         6.4 NO VIOLATION; COMPLIANCE WITH LAWS. Neither AG Parent nor AG
Telecom is in default under or in violation of (a) its Articles of Association,
Articles of Incorporation or By-Laws, as appropriate, or (b) any material
applicable Order or Law, and each of AG Parent and AG Telecom has complied with
all applicable Laws, where the failure to so comply would have a material
adverse effect on AG Parent and its consolidated subsidiaries. Neither AG Parent
nor AG Telecom has received any notification of any asserted present or past
failure by either of AG Parent or AG Telecom to comply with any material Order
or Laws, where the asserted failure if determined adversely to AG Parent would
have a material adverse effect on AG Parent and it consolidated subsidiaries.

         6.5 CONSENTS. The execution and delivery by AG Parent and AG Telecom of
this Agreement and the Additional Agreements to which either of them is to be a
party, the consummation of the transactions contemplated in this Agreement or
the Additional Agreements, and the performance by AG Parent or AG Telecom under
this Agreement or any Additional Agreement, as appropriate, do not (a) require
the consent, approval or action of, or any filing with or notice to, any
Government or other Person, other than for a notification filing to be made with
the Brazilian anti-trust authorities within fifteen (15) days after the Closing,
(b) require the consent or approval of AG Parent's or AG Telecom's shareholders
(except for those previously obtained), or (c) impose any other term, condition
or restriction on AG Parent, AG Telecom, Partech, Unnisa or Proceda pursuant to
any applicable Order or Law.

         6.6 FINANCIAL STATEMENTS. Prior to the date of this Agreement, AG
Parent and AG Telecom have delivered to Equifax copies of the consolidated
audited financial statements of AG Parent and AG Telecom and its consolidated
subsidiaries and affiliates as of and for the periods ended December 31, 1995,
1996 and 1997 (together with the report thereon of the independent auditors
referenced therein (collectively, the "AG AUDITED FINANCIAL STATEMENTS"), and
the consolidated unaudited financial statements of AG Parent and its
consolidated subsidiaries and affiliates as of and for the 6-month period ended
June 30, 1998 (the "AG UNAUDITED FINANCIAL STATEMENTS"; and together with the AG
Audited Financial Statements, collectively, the "AG FINANCIAL STATEMENTS"), in
each case including a balance sheet, an income statement, a statement of changes
in shareholders equity, and a statement of changes in financial position,
together with any related schedules. The AG Financial Statements have been
prepared from the books and records of AG Parent and its consolidated
subsidiaries and affiliates and have been prepared in accordance with GAAP
consistently applied and present fairly the consolidated financial condition of
AG Parent and its consolidated subsidiaries and affiliates as at the respective
dates of the AG Financial Statements and the results of its

                                       28

<PAGE>

respective operations, shareholders equity and financial position for the
periods then ended.

         6.7 LITIGATION; CONTINGENCIES. There are no Actions existing or, to the
knowledge of either AG Parent or AG Telecom, threatened against, by or affecting
AG Parent or AG Telecom, the property, business, revenues or assets of AG Parent
or AG Telecom, in any Forum, nor is there any basis for any Actions, nor do
there exist any other contingent liabilities, the eventual outcome of which
might have a material adverse effect on AG Parent and its consolidated
subsidiaries after the date of this Agreement, or which would prevent or impede
the transactions contemplated by this Agreement. None of AG Parent or AG Telecom
has been charged with, or is under investigation with respect to, any material
charge concerning any violation of any provision of any Law. There are no
material unsatisfied judgments against AG Parent or AG Telecom or any of their
predecessors or any other material Order to which either AG Parent or AG
Telecom, or any of AG Parent's or AG Telecom's material assets or properties,
are subject.

         6.8 FULL DISCLOSURE. No representation, warranty, covenant or agreement
of or relating to AG Parent or AG Telecom contained in this Agreement, in any
Additional Agreement, or in any other written statement or certificate delivered
by either AG parent or AG Telecom, pursuant to or in connection with this
Agreement or any Additional Agreement, or in connection with the transactions
contemplated in this Agreement or any Additional Agreement, contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained in this Agreement, any
Additional Agreement, or in any other written statement or certificate delivered
by either AG Parent or AG Telecom, pursuant to this Agreement or any Additional
Agreement, not misleading. There is no fact known to either AG Parent or AG
Telecom which materially and adversely affects, or in the future may materially
and adversely affect, the business, operations, cash flows, affairs, prospects,
properties or assets, or the condition, financial or otherwise, of Partech,
Unnisa, Proceda or the businesses to be conducted by Partech, Unnisa and Proceda
on and after the Closing Date, or their respective operations, cash flows,
affairs, prospects, properties or assets, which has not been disclosed in this
Agreement or the Disclosure Memorandum.

7.       REPRESENTATIONS AND WARRANTIES RELATING TO THE SOCMA GROUP

         Socma represents, warrants and covenants to and with Equifax, as of the
date hereof and again as of the Closing Date, as follows:

         7.1 EXISTENCE. Socma: (a) is a corporation ("SOCIEDAD ANONIMA"), duly
organized and registered and validly existing under the laws of Argentina, and
(b) is entitled to own or lease, or will own or lease, its assets and properties
and to carry on its business as and in the places where its business is
conducted and its assets and properties are owned or leased.


                                       29

<PAGE>

         7.2 CAPITALIZATION; OWNERSHIP OF EQUITY. The capital of Socma is owned
beneficially and legally as set forth in EXHIBIT O to this Agreement.

         7.3      AUTHORITY; INCONSISTENT OBLIGATIONS.

         (a) Socma has the full right, power and authority to execute and
deliver and to perform and comply with this Agreement and the Additional
Agreements to which it is or will be a party. All proceedings and actions
required to be taken by Socma to authorize the execution, delivery and
performance of this Agreement and the Additional Agreements to which it is a
party have been taken. This Agreement, and each Additional Agreement to which
Socma is or will be a party, have been, or in the case of any Additional
Agreement will be at the Closing, duly and validly executed and delivered by
Socma by its duly authorized officers or representatives. This Agreement
constitutes, and each Additional Agreement when executed and delivered will
constitute, the valid and legally binding obligation, subject to general equity
principles, of Socma, enforceable in accordance with its respective terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting the rights of creditors generally.

         (b) Neither the execution and delivery of this Agreement or of the
Additional Agreements by Socma, nor the consummation of the transactions
contemplated by this Agreement or by any Additional Agreement, will (i) result
in a violation of the Articles of Association, Articles of Incorporation or
By-Laws of Socma, or on the date of this Agreement or on the Closing Date any
applicable material Law or Order, (ii) violate any Order or Law applicable to
Socma, or (iii) result in a breach of, conflict with or default under, any term
or provision of any indenture, note, mortgage, bond, security agreement, loan
agreement, guaranty, pledge, or other instrument, contract, agreement or
commitment to which Socma is a party or by which any of them or any of their
respective assets, properties, or businesses is subject or bound; nor will these
actions result in (w) the creation of any Lien on any of the Acquired Interests,
Partech Quotas, Unnisa Quotas or Proceda Shares, or any of the assets,
properties, businesses, revenues or profits of Socma, (x) the acceleration or
creation of any obligation of Socma, (y) the forfeiture of any material right or
privilege of Socma, or (z) the forfeiture of any material right or privilege of
Socma that may affect its ability to perform under this Agreement or any
Additional Agreement.

         7.4 NO VIOLATION; COMPLIANCE WITH LAWS. Socma is not in default under
or in violation of (a) its Articles of Association, Articles of Incorporation or
By-Laws, as appropriate, or (b) any material applicable Order or Law, and Socma
has complied with all applicable Laws, where the failure to so comply would have
a material adverse effect on Socma and its consolidated subsidiaries. Socma has
not received any notification of any asserted present or past failure by Socma
to comply with any material applicable Order or Laws, where the asserted failure
if determined adversely to Socma would have a material adverse effect on Socma
and its consolidated subsidiaries.

         7.5 CONSENTS. The execution and delivery by Socma of this Agreement and
the Additional Agreements to which it is to be a party, the consummation of the
transactions

                                       30

<PAGE>

contemplated in this Agreement or the Additional Agreements, and the
performance by Socma under this Agreement or any Additional Agreement, as
appropriate, do not (a) require the consent, approval or action of, or any
filing with or notice to, any Government or other Person, other than for a
notification filing to be made with the Brazilian anti-trust authorities
within fifteen (15) days after the Closing, (b) require the consent or
approval of Socma's shareholders (except for those previously obtained), or
(c) impose any other term, condition or restriction on Socma, Partech, Unnisa
or Proceda pursuant to any applicable Order or Law.

         7.6 FINANCIAL STATEMENTS. Prior to the date of this Agreement, Socma
has delivered to Equifax copies of the consolidated audited financial statements
of Socma and its consolidated subsidiaries and affiliates as of and for the
periods ended January 31, 1996, 1997 and 1998 (together with the report thereon
of Henry Martin, Lisdero & Associates (collectively, the "SOCMA FINANCIAL
STATEMENTS"), in each case including a balance sheet, an income statement, a
statement of changes in shareholders equity, and a statement of changes in
financial position, together with any related schedules. The Socma Financial
Statements have been prepared from the books and records of Socma and its
consolidated subsidiaries and affiliates and have been prepared in accordance
with GAAP consistently applied and present fairly the consolidated financial
condition of Socma and its consolidated subsidiaries and affiliates as at the
respective dates of the Socma Financial Statements and the results of its
respective operations, shareholders equity and financial position for the
periods then ended.

         7.7 LITIGATION; CONTINGENCIES. There are no Actions existing or, to the
knowledge of Socma, threatened against, by or affecting Socma, the property,
business, revenues or assets of Socma, in any Forum, nor is there any basis for
any Actions, nor do there exist any other contingent liabilities, the eventual
outcome of which might have a material adverse effect on Socma and its
consolidated subsidiaries after the date of this Agreement, or which would
prevent or impede the transactions contemplated by this Agreement. Socma has not
been charged with, or is under investigation with respect to, any material
charge concerning any violation of any provision of any Law. There are no
material unsatisfied judgments against Socma or any of its predecessors or any
other material Order to which Socma, or any of Socma's material assets or
properties, are subject.

         7.8 FULL DISCLOSURE. No representation, warranty, covenant or agreement
of or relating to Socma contained in this Agreement, in any Additional
Agreement, or in any other written statement or certificate delivered by Socma,
pursuant to or in connection with this Agreement or any Additional Agreement, or
in connection with the transactions contemplated in this Agreement or any
Additional Agreement, contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary to make
the statements contained in this Agreement, any Additional Agreement, or in any
other written statement or certificate delivered by Socma, pursuant to this
Agreement or any Additional Agreement, not misleading. There is no fact known to
Socma which materially and adversely affects, or in the future may materially
and adversely affect, the business, operations, cash flows, affairs, prospects,
properties or

                                       31

<PAGE>

assets, or the condition, financial or otherwise, of Partech, Unnisa, Proceda
or the businesses to be conducted by Partech, Unnisa and Proceda on and after
the Closing Date, or their respective operations, cash flows, affairs,
prospects, properties or assets, which has not been disclosed in this
Agreement or the Disclosure Memorandum.

8.       REPRESENTATIONS AND WARRANTIES OF EQUIFAX

         Equifax represents, warrants and covenants, as of the date hereof and
again as of the Closing Date, as follows:

         8.1 ORGANIZATION. Each of EFX and ESA: (a) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Georgia, U.S.A., and (b) is entitled to own or lease, or will own or lease, its
assets and properties and to carry on its business as and in places where the
business is conducted and the properties are owned or leased. Holdings: (a) is a
limited liability company ("SOCIEDADE POR QUOTAS DE RESPONSABILIDADE LIMITADA"),
duly organized and registered and validly existing under the laws of Brazil, and
(b) is entitled to own or lease, or will own or lease, its assets and properties
and to carry on its business as and in places where the business is conducted
and the properties are owned or leased. Acquisition: (a) is a corporation
("SOCIEDADE ANONIMA"), duly organized and registered and validly existing under
the laws of Brazil, and (b) is entitled to own or lease, or will own or lease,
its assets and properties and to carry on its business as and in places where
the business is conducted and the properties are owned or leased.

         8.2 AUTHORITY; NO INCONSISTENT AGREEMENTS. Each of EFX, ESA, Holdings
and Acquisition has full power and authority to make, execute and perform this
Agreement and the Additional Agreements and the transactions contemplated by
this Agreement and the Additional Agreements. This Agreement and all
transactions required under this Agreement to be performed by each of EFX, ESA,
Holdings and Acquisition have been duly and validly authorized and approved by
all necessary corporate action on their part. This Agreement has been duly and
validly executed and delivered on behalf of each of EFX, ESA, Holdings and
Acquisition by its duly authorized officers, and this Agreement constitutes the
valid and legally binding obligation of each of them, enforceable, subject to
general equity principles, in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting the rights of creditors generally. Neither the execution
and delivery of this Agreement or any Additional Agreement, nor the consummation
of the transactions contemplated by this Agreement or any Additional Agreement,
will constitute a violation or breach of the articles of incorporation or
by-laws or other organizational document of any of them.

         8.3 CONSENTS. The execution and delivery by EFX, ESA, Holdings and
Acquisition of this Agreement and each Additional Agreement to which any of them
is to be a party on the Closing Date, the consummation of the transactions
contemplated in this Agreement or in the Additional Agreements and the
performance by EFX, ESA, Holdings


                                     32

<PAGE>

and Acquisition under this Agreement or any Additional Agreement, as
appropriate, do not: (a) require the consent, approval or action or, or any
filing with or notice to, any Government or other person, other than for a
notification filing to be made with the Brazilian anti-trust authorities
within fifteen (15) days after the Closing, or (b) the consent or approval of
EFX's, ESA's, Holdings' or Acquisition's shareholders or quotaholders, except
for those previously obtained.

9.       CONDUCT OF BUSINESS PENDING CLOSING

         Each of Sellers and Partech covenants and agrees that, except as may
otherwise be provided or permitted in this Agreement, without the prior written
consent of Equifax, between the date of this Agreement and the Closing Date:

         9.1 BUSINESS IN THE ORDINARY COURSE. Each of Partech, Unnisa and
Proceda will conduct their respective businesses only in the ordinary and usual
course and consistent with prior practices.

         9.2 NO MATERIAL CHANGES. Except as may be expressly permitted by this
Agreement, no action will be taken by either Seller, nor will either Seller
allow any of Partech, Unnisa or Proceda to take any action, which will
materially alter the organization, capitalization, or financial structure,
practices or operations of Partech, Unnisa or Proceda or their respective
businesses.

         9.3 COMPENSATION. No increase will be made in the compensation payable
or to become payable to any director, officer, employee or agent of Partech,
Unnisa or Proceda and no bonus or profit sharing payment or other arrangement
(whether current or deferred) will be made to or with that director, officer,
employee or agent. No officer, director or employee will be hired, and no
consultant or agent will be retained, by Partech, Unnisa or Proceda at a salary
or fee in excess of R$65,000 (Sixty Five Thousand Brazilian reais) per annum.

         9.4 EMPLOYEE BENEFIT PLANS. Each of Partech, Unnisa and Proceda will
continue the Employee Benefit Plans as they exist on the date hereof until the
Closing Date, and shall adopt no additional such plans nor amend the Employee
Benefit Plans during said period. Each of Partech, Unnisa and Proceda will make
all contributions required of them and shall withhold and transfer all employee
contributions required, according to the terms of the Employee Benefit Plans
during said period.

10.      CONDITIONS TO OBLIGATIONS OF EQUIFAX

         The obligations of Equifax under this Agreement are subject to the
fulfillment and satisfaction of each and every one of the following conditions
on or prior to the Closing, any or all of which may be waived in writing in
whole or in part by Equifax:


                                       33
<PAGE>

         10.1 PROCEEDINGS AND DOCUMENTS SATISFACTORY. All proceedings taken in
connection with the consummation of the transactions contemplated in this
Agreement and the Additional Agreements and all documents and papers reasonably
required in connection with this Agreement and the Additional Agreements, will
be reasonably satisfactory to Equifax and its counsel, and Equifax and its
counsel will have timely received copies of the relevant documents and papers,
all in form and substance satisfactory to Equifax and its counsel, as reasonably
requested by Equifax or its counsel.

         10.2 REPRESENTATIONS AND WARRANTIES. Subject to the exceptions and
supplemental information set forth in this Agreement, any Additional Agreement
or the Disclosure Memorandum, the representations and warranties contained in
this Agreement, the Additional Agreements and in any certificate, instrument,
schedule, agreement or other writing delivered by or on behalf of, or in respect
of, Sellers, the other members of the AG Group, the other members of the Socma
Group, Partech, Unnisa or Proceda in connection with the transactions
contemplated by this Agreement or the Additional Agreements will be true and
correct as of the date when made and will be deemed to be made again at and as
of the Closing Date and will be true and correct at and as of the Closing Date.

         10.3 COMPLIANCE WITH COVENANTS AND CONDITIONS. Sellers, the other
members of the AG Group, the other members of the Socma Group, Partech, Unnisa
and Proceda Company will have performed and complied with all covenants,
agreements and conditions required by this Agreement to be performed or complied
with prior to or on the Closing Date.

         10.4 CLOSING CERTIFICATES. Sellers, the other members of the AG Group,
the other members of the Socma Group, and Partech will have delivered to Equifax
certificates, executed by the appropriate officers or other Representative of
each party, dated as of the Closing, certifying in such detail as Equifax may
request as to the fulfillment and satisfaction of the conditions specified in
PARAGRAPHS 10.2 AND 10.3.

         10.5 OPINION OF COUNSEL. Equifax will have received from (i) Tozzini
Freire Teixera e Silva, special Brazilian legal counsel for Partech, AG Telecom,
AG Parent and Socma, and (ii) Dr. Antonio Solsona and Dr. Gustavo Lombardo,
general counselors of Socma, a legal opinion, dated as of the Closing Date, in
substantially the forms set forth in EXHIBITS P-1 AND P-2, respectively, to this
Agreement.

         10.6 CONSENTS. Equifax will have received from any and all Persons and
Governments any and all relevant consents, authorizations and approvals as are
necessary for the consummation of the transactions contemplated by this
Agreement, and all notices required to be given to all Persons and Governments
will have been given and all applicable waiting periods will have expired.


                                       34

<PAGE>

         10.7 NO INCONSISTENT REQUIREMENTS. No Action will have been commenced
by any Government or Person seeking to enjoin or prohibit the transactions
contemplated by this Agreement or any Additional Agreement.

         10.8 NO INJUNCTION. No temporary restraining order, preliminary or
permanent injunction or other order by any court of competent jurisdiction which
prohibits the consummation of the transactions contemplated in this Agreement
will have been issued and remain in effect on the Closing Date; PROVIDED,
HOWEVER, that the Parties will use all reasonable efforts to have each and every
relevant order or injunction vacated or reversed prior to the Closing Date.

         10.9 ADDITIONAL AGREEMENTS. Equifax will have received duly executed
and delivered execution counterpart originals of each Additional Agreement, in
each case signed by the relevant Persons.

         10.10 PROCEDA AMENDMENT. Equifax shall have received a fully executed
counterpart original of a certain Amendment No. 3 to Shareholders Agreement (the
"PROCEDA AMENDMENT") in the agreed form attached to this Agreement as EXHIBIT Q.

         10.11 CUSTOMER AGREEMENTS, PaySys CONSENT AND IP AGREEMENTS.
Equifax shall have received a copy of the fully executed PaySys Consent, and
to the extent executed and delivered by the relevant Person, copies of any
fully executed Customer Agreement or IP Agreement.

         10.12 MISCELLANEOUS. Equifax and its counsel will have received any and
all other opinions, certifications, documents, instruments and agreements from
the Sellers, Partech, Unnisa and Proceda, and their respective counsel, as
Equifax and its counsel may reasonably request.

11.      CONDITIONS TO OBLIGATIONS OF THE SELLERS

         The obligations of the Sellers under this Agreement are subject to the
fulfillment and satisfaction of each and every of the following conditions on or
prior to the Closing, any or all of which may be waived in whole or in part by
the Sellers:

         11.1 PROCEEDINGS AND DOCUMENTS SATISFACTORY. All proceedings taken in
connection with the consummation of the transactions contemplated in this
Agreement and the Additional Agreements and all documents and papers reasonably
required in connection with this Agreement and the Additional Agreements, will
be reasonably satisfactory to Sellers and their counsel, and Sellers and their
counsel will have timely received copies of the relevant documents and papers,
all in form and substance satisfactory to Sellers and their counsel, as
reasonably requested by Sellers or their counsel.


                                       35

<PAGE>

         11.2 REPRESENTATIONS AND WARRANTIES. The representations and warranties
contained in this Agreement, the Additional Agreements and in any certificate,
instrument, schedule, agreement or other writing delivered by or on behalf of,
or in respect of, Equifax in connection with the transactions contemplated by
this Agreement or the Additional Agreements will be true and correct as of the
date when made and will be deemed to be made again at and as of the Closing Date
and will be true and correct at and as of the Closing Date.

         11.3 COMPLIANCE WITH COVENANTS AND CONDITIONS. Equifax will have
performed and complied with all covenants, agreements and conditions required by
this Agreement to be performed or complied with prior to or on the Closing Date.

         11.4 CLOSING CERTIFICATES. Equifax will have delivered to Sellers
certificates, executed by the appropriate officers or other Representative,
dated as of the Closing, certifying in such detail as Sellers may request as to
the fulfillment and satisfaction of the conditions specified in PARAGRAPHS 11.2
AND 11.3.

         11.5 RESOLUTIONS. Equifax will have delivered to the Sellers duly
adopted resolutions of the Board of Directors of ESA, Holdings and Acquisition,
certified by the Secretary or an Assistant Secretary or other appropriate
Person, dated the Closing Date, authorizing and approving the execution of this
Agreement by ESA, Holdings and Acquisition, and all other action necessary to
enable ESA, Holdings and Acquisition to comply with the terms of this Agreement
and each Additional Agreement to which it is a party.

         11.6 CONSENTS. Each of the Sellers, other members of the AG Group and
the Socma Group, Partech, Unnisa and Proceda will have received from any and all
Persons and Governments any and all relevant consents, authorizations and
approvals as are necessary for the consummation of the transactions contemplated
by this Agreement, and all notices required to be given to all Persons and
Governments will have been given and all applicable waiting periods shall have
expired.

         11.7 OPINION OF COUNSEL. The Sellers will have received from Kilpatrick
Stockton LLP and Mundie e Advogados, legal counsel to EFX, ESA, Holdings and
Acquisition, as appropriate, a legal opinion, dated the Closing Date, in
substantially the form set forth in EXHIBITS R-1 AND R-2, respectively, to this
Agreement.

         11.8 NO INCONSISTENT REQUIREMENTS. No Action will have been commenced
by any Government or Person seeking to enjoin or prohibit the transactions
contemplated by this Agreement or by any Additional Agreement.

         11.9 NO INJUNCTION. No temporary restraining order, preliminary or
permanent injunction or other order by any court of competent jurisdiction which
prohibits the consummation of the transactions contemplated in this Agreement
will have been issued

                                       36

<PAGE>

and remain in effect on the Closing Date; PROVIDED, HOWEVER, that the Parties
will use all reasonable efforts to have any and all relevant order or injunction
vacated or reversed.

         11.10 ADDITIONAL AGREEMENTS. Each Seller will have received duly
executed and delivered counterpart execution originals of each Additional
Agreement.

         11.11 EQUIFAX UNDERTAKING. Seller will have received a copy of a fully
executed counterpart of the Undertaking referred to in the Proceda Amendment.

12.      INDEMNITIES

         12.1 INDEMNIFICATION OF EQUIFAX. In accordance with and subject to the
further provisions of this ARTICLE 12, AG Telecom and AG Parent (jointly and
severally as between them) on the one hand, and Socma, on the other hand (each
of which is an "INDEMNITOR") will, severally but not jointly, indemnify and hold
harmless Equifax and Equifax's Affiliates (which for purposes of ARTICLE 12 of
this Agreement does not include Partech, Unnisa or Proceda) and their respective
officers, directors, agents and employees (collectively, "INDEMNITEES"), from
and against and in respect of any and all loss, damage, Liability, cost and
expense, including reasonable attorneys' fees and amounts paid in settlement
(collectively, the "INDEMNIFIED LOSSES"), suffered or incurred by any one or
more of the Indemnitees by reason of, or arising out of:

                  (a) any misrepresentation, breach of warranty or breach or
nonfulfillment of any agreement of the Sellers, any other member of the AG
Group, any other member of the Socma Group, Partech, Unnisa or Proceda contained
in this Agreement, any Additional Agreement, or in any other certificate,
schedule, instrument or document delivered to Equifax by or on behalf of Sellers
or Partech pursuant to or in connection with the provisions of this Agreement or
any Additional Agreement;

                  (b) all liabilities and obligations of, or claims, demands or
actions against, Equifax or Equifax's Affiliates, Partech, Unnisa or Proceda of
any nature whatsoever, whether known or unknown, accrued, absolute, contingent
or otherwise, existing as of the date of this Agreement or at any time hereafter
relating to periods on or prior to the Closing Date, to the extent not reflected
in the relevant balance sheets or included in the Unaudited Financial
Statements, including without limitation: (i) any Tax liabilities (to the extent
not so reflected or reserved against) accrued in respect of, or measured by the
income of, Partech, Unnisa or Proceda for any period or portion of a period on
or prior to the Closing Date or arising out of transactions entered into or any
state of facts existing on or prior to the Closing Date; (ii) any claims or
liabilities arising out of any act or omission of Partech, Unnisa or Proceda or
any of its directors, officers, agents or employees or any claims or liabilities
with respect to defective, or allegedly defective, goods or services; or (iii)
any claim or liability arising out of a breach by Partech, Unnisa or Proceda of
any Contract relating to any period on or prior to the Closing Date allegedly
defective, goods or services; or (iii) any claim or liability arising

                                       37

<PAGE>

out of a breach by Partech, Unnisa or Proceda of any contract relating to any
period on or prior to the Closing Date; it being understood that, in no event
whatsoever, none of AG Telecom, AG Parent nor Socma shall be held responsible
for any damages or losses arising as a result of Unnisa or Proceda or their
respective customers or suppliers not being Year 2000 Compliant.

                  (c) the use of any Proprietary Rights, whether before or after
the Closing Date, and whether by Partech, Unnisa or Proceda, other than for the
use of any Proprietary Rights after the Closing Date not in compliance with any
related Contract;

                  (d) any and all Actions, suits, proceedings, claims, demands,
assessments, judgments, fees and expenses, incident to any of the foregoing or
incurred in investigating or attempting to avoid any Actions, suits,
proceedings, claims, demands, assessments, judgments, fees and expenses or to
oppose the imposition of any Actions, suits, proceedings, claims, demands,
assessments, judgments, fees and expenses, or in enforcing this Agreement in
connection with any breach or default or threatened breach or default by an
Indemnitor, including without limitation the provisions of this ARTICLE 12.

         12.2 PAYMENT. Subject to the provisions of PARAGRAPH 12.3 below, (i)
after a final, non-appealable judgment has been rendered or a settlement has
been reached in respect of a third party claim or Action, or (ii) in the case of
a claim for Indemnified Losses arising other than pursuant to a third party
claim or Action, after the award of the Arbitral Body has been issued or a
settlement has been reached, Indemnitor shall reimburse the Indemnitees within
30 days of written demand on the Indemnitor for any amounts to which Indemnitees
are entitled to indemnification pursuant to this ARTICLE 12.

         12.3     DEFENSE OF CLAIMS.

                  (a) Except as provided in PARAGRAPH 12.3(B), if any Action by
a third party arises after the date of this Agreement for which Indemnitor may
be liable under the terms of this Agreement, then the Indemnitees will notify
Indemnitors in accordance with the provisions of this ARTICLE 12, and will give
Indemnitors a reasonable opportunity:

                  (i) to conduct any  proceedings or  negotiations in connection
with the Action and necessary or appropriate to defend the Indemnitees;

                  (ii) to take all other required steps or proceedings to settle
or defend any Action; and

                  (iii) to employ counsel reasonably acceptable to Indemnitees
to contest any Action in the name of the Indemnitees or otherwise.

The expenses of all proceedings, contests or lawsuits with respect to the
Actions will be borne by Indemnitors.


                                       38

<PAGE>

                  (b) If Indemnitors do not assume the defense of, or if after
so assuming the Indemnitors fail to defend, any Action, then the Indemnitees may
defend against any claim or Action in the manner they may deem appropriate and
the Indemnitees may settle any claim or Action on the terms they deem
appropriate, and Indemnitors will promptly reimburse the Indemnitees for the
amount of all expenses, legal and otherwise, reasonably and necessarily incurred
by the Indemnitees in connection with the defense against and settlement of any
claim or Action. If no settlement of any claim or Action is made, Indemnitors
will satisfy any judgment rendered with respect to any claim or in any Action,
before the Indemnitees are required to do so, and pay all expenses, legal or
otherwise, reasonably and necessarily incurred by the Indemnitees in the defense
of any claim or Action.

                  (c) If a judgment is rendered against any of the Indemnitees
in any Action covered by the indemnification under this Agreement, or any Lien
in respect of any judgment attaches to any of the assets of any of the
Indemnitees or Partech, Unnisa or Proceda, Indemnitors will immediately upon any
entry or attachment pay the relevant judgment in full or discharge the relevant
Lien unless, at the expense and direction of Indemnitors, an appeal is taken
under which the execution of the judgment or satisfaction of the Lien is stayed.
If and when a final judgment is rendered in any action, Indemnitors will
forthwith pay any judgment or discharge any Lien before any of the Indemnitees
is compelled to do so.

                  (d) Any notice required to be given to Indemnitors pursuant to
PARAGRAPH 12.3(a) shall be given no later than the latter of: (i) the end of the
first half of the term within which an answer or other response to the Action is
required to be made (the "ANSWER PERIOD") and (ii) two Business Days after
receipt by an Indemnitee of notice of the Action. Indemnitors shall assume the
defense of any Action, if at all, by notice to Indemnitees no later than the
earlier of: (i) the end of the second third of the Answer Period and (ii) three
Business Days prior to the date by which an answer or other response to the
Action is required to be made. Indemnitors' failure to notify Indemnitees within
the specified time shall be conclusively deemed an election by Indemnitors not
to assume such defense. Any failure by Indemnitees to give the requisite notice
within the time specified in this PARAGRAPH 12.3(d) will not relieve Indemnitors
of the obligation to indemnify Indemnitees pursuant to this ARTICLE 12 except to
the extent that the defense of any Action is materially prejudiced by the delay.

                  (e) The Indemnitors or the Indemnitees, as appropriate, shall
have the right to participate in the defense of any Action related to an
Indemnified Loss at their sole cost and expense and the cost and expense of that
participation shall not be an Indemnified Loss. Notwithstanding anything
contained in this ARTICLE 12 to the contrary, Indemnitors may not settle any
claim or Action, without the prior approval of Indemnitees, which approval shall
not be unreasonably withheld, delayed or conditioned.

         12.4 INDEMNIFICATION OF SELLERS BY EQUIFAX. Equifax will indemnify and
hold harmless Sellers, the AG Group and the Socma Group from and against and in
respect of any and all loss, damage, Liability, cost and expense, including
reasonable attorneys' fees

                                       39

<PAGE>

and amounts paid in settlement suffered or incurred by any one or more of
them by reason of, or arising out of: (i) any misrepresentation, breach of
warranty or breach or nonfulfillment of any agreement of Equifax contained in
this Agreement or in any certificate, schedule, instrument or document
delivered to Sellers by or on behalf of Equifax pursuant to the provisions of
this Agreement or any Additional Agreement; and (ii) any and all Actions,
suits, proceedings, claims, demands, assessments, judgments, fees and
expenses, incident to any of the foregoing or incurred in investigating or
attempting to avoid any Actions, suits, proceedings, claims, demands,
assessments, judgments, fees and expenses or to oppose the imposition of any
Actions, suits, proceedings, claims, demands, assessments, judgments, fees
and expenses, or in enforcing this Agreement, including without limitation
the provisions of this PARAGRAPH 12.4.

         12.5 LIMITATION ON LIABILITY. . Notwithstanding anything in this
ARTICLE 12 to the contrary, in any case in which both the AG Group and the Socma
Group are liable with respect to the same Indemnified Losses, their liability
shall not be joint but shall instead be several and proportional to their
respective equity interests in Partech immediately prior to the Closing. The
obligation of the AG Group and the Socma Group to indemnify the Indemnitees
shall be net of any tax effects directly accruing to the Indemnitees directly
related to the Indemnified Losses. The AG Group and the Socma Group shall only
be liable to indemnify the Indemnitees in respect of Indemnified Claims once the
aggregate Indemnified Claims exceed R$100,000, and only in respect of those
Indemnified Claims in excess of R$100,000; PROVIDED, HOWEVER, if the aggregate
Indemnified Claims exceed R$500,000, the AG Group and the Socma Group shall
reimburse Indemnitees for the first R$100,000 of Indemnified Claims not
previously reimbursed.

         12.6 NO CONTRIBUTION BY PARTECH, UNNISA OR PROCEDA. Partech, Unnisa or
Proceda will not have any Liability to either or both Sellers, or any other
member of either the AG Group or the Socma Group, as a result of any
misrepresentation or breach of representation or warranty by Partech, Unnisa or
Proceda contained in this Agreement, any Additional Agreement or any
certificate, schedule, instrument, agreement or other writing delivered by or on
behalf of, or in respect of, Partech, Unnisa or Proceda pursuant to this
Agreement, any Additional Agreement or in connection with the transactions
contemplated by this Agreement or any Additional Agreement, or the breach of any
covenant or agreement of Partech, Unnisa or Proceda contained in this Agreement,
any Additional Agreement or any certificate, schedule, instrument, agreement or
other writing by or on behalf of, or in respect of, Partech, Unnisa or Proceda
pursuant to the terms of this Agreement or any Additional Agreement or in
connection with the transactions contemplated by this Agreement or any
Additional Agreement. Neither AG Telecom nor Socma, nor any other present or
future member of the AG Group or the Socma Group, will have any right of
indemnification or contribution against Partech, Unnisa or Proceda on account of
any event or condition occurring or existing prior to or on the date of this
Agreement or the Closing Date.

                                       40

<PAGE>

13.      SURVIVAL.

         13.1 SURVIVAL. The representations, warranties, covenants, agreements
and indemnities of the Parties contained in this Agreement or any Additional
Agreement, or in any writing delivered pursuant to the provisions of this
Agreement or any Additional Agreement, will survive any investigation prior, on
or subsequent to the date of this Agreement made by Equifax or its
Representatives and the consummation of the transactions contemplated in this
Agreement, any Additional Agreement or in any writing delivered pursuant to the
provisions of this Agreement or any Additional Agreement and will continue in
full force and effect for the periods specified below (the "SURVIVAL PERIOD"):

                  (a) representations and warranties relating to title and
ownership of quotas or shares in any of Partech, Unnisa or Proceda, corporate
authorization, organization, good standing and qualification; compliance with
laws; fraud or willful misrepresentation, and completeness of disclosure, will
survive indefinitely;

                  (b) representations and warranties relating to labor and
employment claims, employee benefit matters, and Taxes will survive until
expiration of any applicable statute or period of limitations, and any
extensions of the applicable statute or period of limitations; and

                  (c) all other representations, warranties, covenants,
agreements and indemnities will be of no further force and effect after the
expiration of three (3) years from the Closing Date;

PROVIDED, HOWEVER, that any claim for an Indemnified Loss presented in writing
to the indemnifying party (together with any relevant supporting documentation)
in accordance with the terms of this Agreement within the Survival Period will
continue to be a valid claim until resolved.

14.      TERMINATION.

         14.1     TERMINATION FOR CERTAIN CAUSES.

                  This Agreement may be terminated at any time prior to or on
the Closing Date by Equifax or by Sellers , upon written notice to the other as
follows:

                  (a) By EQUIFAX, if (i) the results of its due diligence
investigation of Partech, Unnisa and Proceda reveal Liabilities in excess of
R$17,850,000, which Liabilities are not properly reflected in the Unaudited
Financial Statements, or (ii) there is an adverse change in the condition or
value (financial or otherwise) of any of Partech, Unnisa or Proceda,
individually or in the aggregate, or in their respective assets, properties,
businesses, liabilities or operations, in excess of R$26,775,000.

                                       41

<PAGE>

                  (b) By SELLERS , if the terms, covenants or conditions of this
Agreement to be complied with or performed by Equifax at or before the Closing
Date will not have been complied with or performed and any noncompliance or
nonperformance will not have been waived by Sellers.

                  (c) By SELLERS OR BY EQUIFAX, if any Action will have been
instituted or threatened against any party to this Agreement to restrain or
prohibit, or to obtain substantial damages in respect of, this Agreement or the
consummation of the transactions contemplated in this Agreement, which, in the
reasonable and good faith opinion of any party, makes consummation of the
transactions contemplated in this Agreement inadvisable.

         14.2     PROCEDURE ON AND EFFECT OF TERMINATION.

                  (a) Pursuant to PARAGRAPH 14.1 of this Agreement, written
notice of termination will be given to all other Parties by the Party electing
to terminate, and this Agreement will terminate upon the giving of notice,
without further action by any of the Parties, with the consequence and effect
set forth in this PARAGRAPH 14.2.

                  (b) If for any reason on the Closing Date there has been
nonfulfillment of an undertaking by or covenant for Equifax or for AG Telecom
and Socma not waived in writing by or on behalf of the Party in whose favor the
undertaking or covenant runs, the Party in whose favor the undertaking or
covenant runs, in addition to any other right or remedy available to it for
breach or non-performance of this Agreement or any Additional Agreement, may
refuse to consummate the transactions contemplated by this Agreement without
Liability or obligation on its part whatsoever. Notwithstanding the foregoing,
the obligations of the Parties pursuant to PARAGRAPHS 4.3, 4.5, 4.6, 13.1, 14.1,
14.2 and 15.5 will survive any termination.

15.      MISCELLANEOUS.

         15.1     NOTICES.

(a) All notices, demands or other communications required or permitted to be
given or made under this Agreement will be in writing and (i) delivered
personally, (ii) sent by an internationally recognized express courier service,
or (iii) sent by certified airmail, return receipt requested to the intended
recipient of the notice, demand or other communication at its address set forth
below. Any notice, demand or communication will be deemed to have been duly
given (x) immediately if personally delivered, (y) on the fourth Business Day
after delivery to an international express courier services, or (z) on the tenth
Business Day after delivery to the relevant postal service and in proving the
giving of any notice, demand or other communication, it will be sufficient to
show that the envelope containing the notice, demand or other communication was
duly addressed (as evidenced by the courier receipt). The addresses of the
Parties for purposes of this Agreement are:

                  If to Sellers:

                                       42


<PAGE>

                  If to Socma
                  Americana S.A.:

                                            Balcarc 683
                                            (1063) Capital Federal
                                            Argentina
                                            Tel. 54-1-346-5800
                                            Fax 54-1-346-5911

                                            Attn: Orlando Salvestrini
                                            c.c.  Antonio Solsona

                  If to AG Companies:

                                            Av. Maria Coelho Aguiar, 215
                                            Bloco D - 4o andar
                                            Sao Paulo - SP
                                            Brazil
                                            Tel. 55-11-3741-8512
                                            Fax  55-11-3741-3033

                                            Attn. Celso F. Quintella

                                       43
<PAGE>



                  in each case with a copy to:

                                    Tozzini Freire Teixeira e Silva
                                    Rua Libero
                                     Badaro, 293 - 19(degree) Andar
                                    CEP 01095-9000
                                    Sao Paulo - SP - Brazil
                                    Tel. 55-11-232-2100
                                    Fax. 55-11-232-3100

                                    Attn:

                  If to Equifax:        Equifax Inc.
                                        11601 Roosevelt Boulevard
                                        St. Petersburg, Florida 33716
                                        United States of America

                                        Attn:
                                                 Executive Vice President and
                                                 Group Executive

                                        Equifax Inc.
                                        1600 Peachtree Street
                                        Atlanta, Georgia 30309
                                        United States of America

                                        Attn.:
                                                 Corporate Vice President and
                                                 General Counsel

                  With a copy to:      Kilpatrick Stockton LLP
                  (which will not      Suite 2800
                  constitute notice)   1100 Peachtree Street
                                       Atlanta, Georgia 30309-4530
                                       United States of America

                                       Attn.:

                  (b) Any Party may change the address to which notices,
requests, demands or other communications to the relevant Party will be
delivered or mailed by giving notice of the address change to the other Parties
in the manner provided in this Agreement.

         15.2 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, and all of which will
constitute one and the same instrument.

                                       44


<PAGE>

         15.3 ENTIRE AGREEMENT. Except as expressly set forth to the contrary in
this PARAGRAPH 15.3, this Agreement and the Additional Agreements, together
supersede all prior discussions and agreements between the Parties with respect
to the subject matter of this Agreement and the Additional Agreements, including
without limitation the MOU, and this Agreement and the Additional Agreements
contains the sole and entire agreement among the Parties with respect to the
matters covered by this Agreement and the Additional Agreements. Notwithstanding
the immediately preceding sentence, (i) the Confidentiality Agreement, shall
survive the execution and delivery of this Agreement in accordance with its
terms and (ii) Sections 4.4, 4.5, 9.1 and 9.2 of the MOU (the "SURVIVING MOU
PROVISIONS") shall survive the execution and delivery of this Agreement;
PROVIDED that should the transactions contemplated by this Agreement be
consummated, the Confidentiality Agreement and the Surviving MOU Provisions
shall thereafter be null and void AB INITIO. This Agreement will not be altered
or amended except by an instrument in writing signed by or on behalf of the
Party entitled to the benefit of the provision against whom enforcement is
sought.

         15.4 GOVERNING LANGUAGE. Notwithstanding the translation of this
Agreement into any other language, the official language of this Agreement is
the English language, which will be controlling. Each document, agreement,
instrument, statement, notice or other communication required or permitted to be
given in connection with this Agreement will be in the English language.

         15.5     DISPUTE RESOLUTION.

                  (a) Any and all disputes (each, a "DISPUTED MATTER") arising
out of or in connection with the execution, interpretation, performance or
nonperformance of this Agreement will be arbitrated and settled by the
procedures established in this PARAGRAPH 15.5.

                  (b) Disputed Matters will be solely and finally settled by
arbitration, which will be conducted in New York, New York, U.S.A., by a panel
of three arbitrators, one of whom shall be selected by Equifax, one of whom
shall be selected by Sellers, and the third of who shall be selected by the
arbitrators selected by Equifax and Sellers. The arbitration procedure may be
initiated by any of the Parties by written notice to the other Party to the
Disputed Matter. Any notice will specify in reasonable detail the dispute being
submitted to arbitration. The Parties renounce all recourse to litigation and
agree that the award of the arbitrators will be final and subject to no judicial
review.

                  (c) The arbitrators will conduct the proceedings, including
arguments and briefs, in the English language and in accordance with the
international rules (the "RULES") of the American Arbitration Association
("ARBITRAL BODY"); PROVIDED that the provisions of this Agreement will prevail
in the event of any conflict between the Rules and the provisions of this
Agreement. The arbitrators will decide the issues submitted in accordance with
the provisions and commercial purposes of this Agreement, provided that all
substantive questions of law will be determined under the laws of Brazil
(without regard to the principles of conflicts of laws of any relevant state and
country). All

                                       45

<PAGE>

decisions of the arbitrators will be in writing and submitted to the Parties,
and will set forth findings of fact and conclusions of law.

                  (d) The Parties will facilitate the arbitration by: (i) making
available to one another and to the arbitrators for examination, inspection and
extraction all documents, books, records and personnel under their control if
determined by the arbitrators to be relevant to the Disputed Matter; (ii)
conducting arbitration hearings to the greatest extent possible on successive
days; and (iii) observing strictly the time periods established by the Rules or
by the arbitrators for submission of evidence or briefs.

                  (e) In the final award, the arbitrators will divide all costs,
other than fees of counsel, incurred in conducting the arbitration, in any
manner as the arbitrators deem just and equitable under the circumstances.
Judgment on the award of the arbitrators may be entered into by any court having
jurisdiction over the Party against whom enforcement of the award is being
sought.

                  (f) Each Party agrees that any award of the arbitrators
against it and on which judgment is entered may be executed against the assets
of that Party in any jurisdiction, including Brazil and the United States of
America. By execution of this Agreement, each Party irrevocably consents to the
jurisdiction of any court having jurisdiction over that Party for the purpose of
enforcing any award. Each of the Parties irrevocably consents to the service of
process by registered mail, postage prepaid, international express courier, or
by personal service within or without Argentina, Brazil or the State of Georgia
or the State of New York, to the fullest extent permitted by applicable Law.
Each of the Parties hereby irrevocably designates and appoints CSC Network, 375
Hudson Street, 11th Floor, New York, New York, as its respective designee,
appointee and local agent to receive for and on behalf of that Person, service
of process in such respective jurisdictions in any arbitration, legal action or
proceeding.

                  (g) Each Party irrevocably waives, to the fullest extent
permitted by law, any objection it may now or hereafter have to any suit, Action
or proceeding arising out of or relating to this Agreement that is brought in
any jurisdiction designated in the preceding subparagraph, and further
irrevocably waives any claim that any suit, Action or proceeding so brought has
been brought in an inconvenient forum.

                  (h) Notwithstanding any provision of this PARAGRAPH 15.5 to
the contrary, any Party will be entitled to seek injunctive and other equitable
relief in any court of competent jurisdiction to enforce the provisions of this
Agreement.

         15.6 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
will inure to the benefit of the Parties and their respective heirs, executors,
legal representatives, successors and assigns, but may not be assigned by any
Party without the written consent of all other Parties, except to an Affiliate.

         15.7 PARTIAL INVALIDITY AND SEVERABILITY. All rights and restrictions
contained in this Agreement may be exercised and will be applicable and binding
only to the extent

                                       46

<PAGE>

that they do not violate any applicable laws and are intended to be limited
to the extent necessary to render this Agreement legal, valid and
enforceable. If any term of this Agreement, or part of this Agreement, not
essential to the commercial purpose of this Agreement will be held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, it is
the intention of the Parties that the remaining terms of this Agreement, or
part of this Agreement, will constitute their agreement with respect to the
subject matter of this Agreement and all remaining terms, or parts of this
Agreement, will remain in full force and effect. To the extent legally
permissible, any illegal, invalid or unenforceable provision of this
Agreement will be replaced by a valid provision which will implement the
commercial purpose of the illegal, invalid or unenforceable provision.

         15.8 WAIVER. Any term or condition of this Agreement may be waived at
any time by the Party which is entitled to the benefit of the term, but only if
the waiver is evidenced by a writing signed by the relevant Party. No failure on
the part of any Party to this Agreement to exercise, and no delay in exercising
any right, power or remedy created under this Agreement, will operate as a
waiver thereof, nor will any single or partial exercise of any right, power or
remedy by any Party preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. No waiver by any Party to this
Agreement or any breach of or default in any term or condition of this Agreement
will constitute a waiver of or assent to any succeeding breach of or default in
the same or any other term or condition of this Agreement.

         15.9 HEADINGS. The headings of particular provisions of this Agreement
are inserted for convenience only and will not be construed as a part of this
Agreement or serve as a limitation or expansion on the scope of any term or
provision of this Agreement.

         15.10 NUMBER AND GENDER. Where the context requires, the use of the
singular form in this Agreement will include the plural, the use of the plural
will include the singular, and the use of any gender will include any and all
genders.

         15.11    TIME OF PERFORMANCE.  Time is of the essence.

16.      CERTAIN DEFINITIONS; INDEX OF DEFINITIONS

         16.1 CERTAIN DEFINITIONS. For purposes of this Agreement, the following
capitalized terms will have the meanings specified below (all terms used in this
Agreement which are not defined in this PARAGRAPH 16.1 but defined elsewhere in
this Agreement, will have for purposes of this Agreement the meanings set forth
elsewhere in this Agreement):

                  "ACTION" will mean any action, suit, complaint, counter-claim,
claim, petition, set-off or administrative proceeding, whether at law, in equity
or otherwise, and whether conducted by or before any Government or other Person.


                                       47

<PAGE>

                  "ADDITIONAL AGREEMENTS" will mean, collectively, the Escrow
Agreement, the Pledge Agreement, the Dividend Pledge, the Partech Quotaholders
Agreement, the Partech Articles, the Reorganization Agreement, the Trademark
License Agreement, each Guarantee, those writings, documents, agreements and
instruments identified on Exhibit S attached to this Agreement, and each other
writing, document, agreement or instrument which by its terms recites that it is
an "Additional Agreement" for purposes of this Agreement.

                  "AFFILIATE" of any Person will mean any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with the former Person. A Person will be deemed to control another
Person if that Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract or otherwise.

                  "AG GROUP" will mean AG Telecom, AG Parent and each Affiliate
of AG Parent that executes and delivers an Additional Agreement, and "member of
the AG Group" will mean any one of them.

                  "ARTICLE" AND "PARAGRAPH" and like references are to this
Agreement unless otherwise specified, and all "EXHIBITS" are references to those
attached to this Agreement and incorporated in this Agreement by this reference,
unless otherwise specified.

                  "BRAZIL" will mean the Federative Republic of Brazil.

                  "BUSINESS DAY" will mean any day other than a Saturday, a
Sunday or a day on which commercial banks in either Atlanta, Georgia, United
States of America, Buenos Aires, Argentina, or Sao Paulo, Brazil, are required
or authorized to be closed.

                  "COMPANY LAW" will mean Law No. 6,404 dated December 15, 1976,
as amended, and where applicable, the Limitada Law of 1919, each being laws of
Brasil.

                  "CONFIDENTIALITY AGREEMENT" will mean a certain Mutual
Confidentiality Agreement, dated April 15, 1998, among EFX, Partech and the
other signatories thereto.

                  "FORUM" will mean any national, provincial, municipal, local
or foreign court, governmental agency, administrative body or agency, tribunal,
private alternative dispute resolution system, or arbitration panel.

                  "GAAP" will mean Brazilian generally accepted accounting
principles, consistently applied, as in effect from time to time.

                  "GOVERNMENT" will mean any national, provincial, state,
municipal, local or foreign government or any ministry, department, commission,
board, bureau, agency, authority, instrumentality, unit, or taxing authority
thereof.

                                       48

<PAGE>

                  "LAW" will mean all national, provincial, state, municipal,
local or foreign constitutions, statutes, rules, regulations, ordinances, acts,
codes, legislation, treaties, conventions and similar laws and legal
requirements, as in effect from time to time.

                  "LIABILITY" will mean any liability or obligation whether
known or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated and whether due or to become due.

                  "LIEN" will mean any claim, mortgage, pledge, hypothecation,
security interest, encumbrance, lien or charge of any kind, or any rights of
others, however evidenced or created (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, or any lease
having a similar effect or result).

                  "MOU" will mean a certain Memorandum of Understanding, dated
June 26, 1998, as the same has been or may be amended, modified and
supplemented, among EFX, Socma, AG Telecom and Partech.

                  "ORDERS" will mean all orders, writs, judgments, decrees,
rulings and awards of any Forum or Government.

                  "PARTIES" will mean the signatories to this Agreement, and a
"PARTY" will mean any one of them.

                  "PERSON" will mean and include an individual, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any legal
or juridical entity, the equivalent of any of the foregoing under any Law, and
any Government.

                  "R$ OR "BRAZILIAN REAIS" will mean the lawful currency of
Brazil.

                  "REPRESENTATIVE" of a Party will mean that Party's directors,
officers, partners, employees, agents, accountants, lenders, lawyers, investment
bankers, merchant bankers, and other financial or professional advisors or
consultants.

                  "SOCMA GROUP" will mean Socma and any Affiliate of Socma that
executes and delivers an Additional Agreement, and "member of the Socma Group"
will mean any one of them.

                  "TAXES" will mean any taxes, levies, imposts, duties, fees,
assessments, deductions, withholdings or other charges of whatever nature,
including without limitation income, gross receipts, excise, property, sales,
transfer, license, payroll, withholding, social security, and franchise taxes,
imposed or levied by Brazil, or any state, local or foreign Government, or by
any department, agency or other political subdivision or taxing authority
thereof or therein and all interests, penalties, additions to tax, and other

                                       49

<PAGE>

similar liabilities with respect to the Taxes and relating to any period on or
prior to the Closing Date.

                  "US$ OR "UNITED STATES DOLLARS" will mean the lawful currency
of the United States of America.

         16.2 INDEX TO DEFINITIONS. The definitions for the following defined
terms used in this Agreement can be found as follows:
<TABLE>
<CAPTION>

           DEFINED TERM                                                               PARAGRAPH REFERENCE
           <S>                                                                        <C>
           ABC.........................................................................................1.1
           ABC Subscribed Shares.......................................................................1.1
           ABC Subscription Price......................................................................1.1
           ABC Split-Up................................................................................1.1
           Accountants..............................................................................3.4(b)
           Accounts Receivable.........................................................................1.1
           Acquired Interests.....................................................................Preamble
           Acquisition............................................................................Preamble
           Acquisition Transaction................................................................Preamble
           AG Audited Financial Statements.............................................................6.6
           AG Financial Statements.....................................................................6.6
           AG Parent..............................................................................Preamble
           AG Telecom.............................................................................Preamble
           AG Unaudited Financial Statements...........................................................6.6
           Answer Period...........................................................................12.3(d)
           Arbitral Body...........................................................................15.5(c)
           Audited Financial Statements................................................................5.9
           Closing.....................................................................................3.1
           Closing Balance Sheet....................................................................3.4(a)
           Closing Date................................................................................3.1
           Computations.............................................................................3.4(a)
           Contracts..................................................................................5.16
           Customer Agreements.........................................................................4.8
           Disclosure Memorandum.........................................................................5
           Disputed Matter.........................................................................15.5(a)
           Dividend Pledge.............................................................................3.5
           EFX....................................................................................Preamble
           Employee Benefit Plan...................................................................5.20(b)
           Equifax................................................................................Preamble
           ESA....................................................................................Preamble
           Escrow Agreement............................................................................3.4
           Financial Statements........................................................................5.9
           FGTS.......................................................................................5.19
           Guaranty....................................................................................3.5
           Holdings...............................................................................Preamble

                                       50

<PAGE>

           Immovable Property......................................................................5.14(a)
           Improvements............................................................................5.14(e)
           Indebtedness.............................................................................3.4(d)
           Indemnified Losses.........................................................................12.1
           Indemnitees................................................................................12.1
           Indemnitor.................................................................................12.1
           INSS.......................................................................................5.19
           IP Agreements..............................................................................4.10
           Leased Immovable Property...............................................................5.14(c)
           Net Working Capital......................................................................3.4(d)
           Offshore Affiliate..........................................................................2.1
           Partech................................................................................Preamble
           Partech Articles............................................................................3.5
           Partech Closing Balance Sheet............................................................3.4(a)
           Partech Contracts..........................................................................3.15
           Partech Quotaholders Agreement..............................................................3.5
           Partech Quotas...........................................................................5.3(a)
           PaySys Consent..............................................................................4.9
           Permits.....................................................................................5.7
           Pledge Agreement............................................................................3.5
           Proceda................................................................................Preamble
           Proceda Amendment.........................................................................10.10
           Proceda Closing Balance Sheet............................................................3.4(a)
           Proceda Shares...........................................................................5.3(e)
           Property Leases.........................................................................5.14(b)
           Proprietary Rights......................................................................5.15(a)
           Reference Date.............................................................................5.29
           Related Parties............................................................................5.23
           Reorganization Agreement....................................................................3.5
           Rules...................................................................................15.5(c)
           Seller.................................................................................Preamble
           Socma..................................................................................Preamble
           Socma Audited Financial Statements..........................................................7.6
           Socma Financial Statements..................................................................7.6
           Socma Partech Interest......................................................................2.1
           Socma Unaudited Financial Statements........................................................7.6
           SPI Purchase Price..........................................................................2.1
           Survival Period............................................................................13.1
           Surviving MOU Provisions...................................................................15.3
           Trademark Agreement.........................................................................3.5
           Unaudited Financial Statements..............................................................5.9
           Unnisa.................................................................................Preamble
           Unnisa Closing Balance Sheet.............................................................3.4(a)
           Unnisa Quotas............................................................................5.3(c)
           XYZ.........................................................................................2.2
           XYZ Subscribed Shares.......................................................................2.2

                                       51


<PAGE>

           XYZ Subscription Price......................................................................2.2
           XYZ Split-Up................................................................................2.2
           Year 2000 Compliant........................................................................5.16
</TABLE>

                                       52
<PAGE>


                  IN WITNESS WHEREOF, the Parties have executed this Agreement
in three (03) counterparts on September ____, 1998, in the City and State of Sao
Paulo, Brazil, in the presence of two (02) witnesses.

                                  EQUIFAX INC.


                                  By:
                                      -----------------------------------------

                                  EQUIFAX SOUTH AMERICA, INC.


                                  By:
                                      -----------------------------------------

                                  EQUIFAX DO BRASIL HOLDINGS LTDA


                                  By:
                                      -----------------------------------------

                                  P.U.P. PARTICIPACOES S.A.


                                  By:
                                      -----------------------------------------

                                  ANDRADE GUTIERREZ
                                   TELECOMMUNICACOES LTDA.


                                  By:
                                      -----------------------------------------

                                  CONSTRUTORA ANDRADE
                                   GUTIERREZ S.A.


                                  By:
                                      -----------------------------------------

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]

                                       53
<PAGE>


                   [SIGNATURES CONTINUED FROM PRECEDING PAGE]



                                  SOCMA AMERICANA S.A.


                                  By:
                                      -----------------------------------------

                                  PARTECH LTDA..


                                  By:
                                      -----------------------------------------

Witnesses:

1.                                  2.
  --------------------------------    --------------------------------

Name:                               Name:
RG:                                 RG:
CIC:                                CIC:


                                       54
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2018580zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

Equifax / IBM Confidential


                                                                   EXHIBIT 10.1

CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

* * * INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                                MASTER AGREEMENT

                                       FOR

                           OPERATIONS SUPPORT SERVICES

         This Master Agreement is entered into as of January 1, 1998 (the
"EFFECTIVE DATE"), between

         1. International Business Machines Corporation, a New York corporation
("IBM"),

         AND

         2. Equifax Inc., a Georgia corporation ("EQUIFAX"), and constitutes a
complete restatement and further amendment of that certain Agreement for Systems
Operations Services, dated April 20, 1993, as amended, between IBM (successor in
interest to Integrated Systems Solutions Corporation ("ISSC")) and Equifax (the
"1993 AGREEMENT").

         The Parties agree to the terms and conditions set forth in this Master
Agreement (including the forms of Exhibits and Schedules referenced in this
Master Agreement), and in each Transaction Document (including the Supplement
and Schedules referenced in each Transaction Document) executed by the Parties
referencing this Master Agreement. Each Transaction Document is incorporated
into this Master Agreement, and the several Transaction Documents and this
Master Agreement are herein collectively referred to as the "Agreement".

Signed for and on behalf of IBM:

INTERNATIONAL BUSINESS MACHINES CORPORATION

Signature: ___________________________________

Title: ________________________________________



Signed for and on behalf of Equifax:

EQUIFAX INC.

Signature: ___________________________________

Title: ________________________________________


<PAGE>

Equifax / IBM Confidential

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                 PAGE
<S>      <C>      <C>                                                                                            <C>

1.       PURPOSE/STRUCTURE/TERM OF AGREEMENT......................................................................1
         1.1      Purpose of Agreement............................................................................1
         1.2      Structure of Agreement..........................................................................2
         1.3      Term of Agreement...............................................................................3
         1.4      Extension of Services...........................................................................3

2.       DEFINITIONS..............................................................................................3

3.       THE SERVICES............................................................................................15
         3.1      Obligation to Provide Services.................................................................15
         3.2      Performance....................................................................................15
         3.3      Disaster Recovery Services.....................................................................16
         3.4      Audits.........................................................................................16
         3.5      Facilities and Data Center.....................................................................17
         3.6      Security.......................................................................................17
         3.7      Technology Refresh.............................................................................18
         3.8      Software Licenses..............................................................................18
         3.9      Software Currency..............................................................................19
         3.10     Viruses........................................................................................20
         3.11     Software - Substitutions and Additions.........................................................20
         3.12     New Services...................................................................................21
         3.13     Affiliates.....................................................................................21

4.       WARRANTIES/REPRESENTATIONS/COVENANTS....................................................................22
         4.1      Work Standards.................................................................................22
         4.2      Noninfringement................................................................................22
         4.3      Disabling Code.................................................................................22
         4.4      Authorization and Enforceability...............................................................22
         4.5      Disclaimer.....................................................................................22
         4.6      Regulatory Proceedings and Compliance with Laws................................................23
         4.7      Year 2000 Warranty.............................................................................23
         4.8      Covenant of Cooperation and Good Faith.........................................................24

5.       TRANSITION..............................................................................................24
         5.1      Transition Plan................................................................................24
         5.2      Affected Employees.............................................................................24
         5.3      Resources and Facilities.......................................................................25

6.       INTEGRATED PLANNING TEAM/CHANGE CONTROL PROCESS.........................................................25
         6.1      Equifax/IBM Integrated Planning Team...........................................................25
         6.2      Reports/Projections/Plans......................................................................26
         6.3      Change Control Process.........................................................................27

</TABLE>

                                                                  Page i of iii

<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>      <C>      <C>                                                                                            <C>
7.       SERVICES STAFFING/MANAGEMENT/ADMINISTRATION.............................................................28
         7.1      Project Executives.............................................................................28
         7.2      Replacement of Personnel.......................................................................28
         7.3      Retention of Experienced Personnel.............................................................29
         7.4      Efficient Use of Resources.....................................................................29

8.       RELATIONSHIP PROTOCOLS..................................................................................29
         8.1      Evolving Nature of Relationship................................................................29
         8.2      Required Consents..............................................................................30
         8.3      Appointment as Attorney In Fact................................................................31
         8.4      Conflicts of Interests.........................................................................32
         8.5      Alternate Providers............................................................................33
         8.6      Use of Subcontractors..........................................................................34
         8.7      Equifax Approvals and Notification.............................................................34

9.       CHARGES/NEW SERVICES/INVOICES/PAYMENTS..................................................................35
         9.1      Disbursements..................................................................................35
         9.2      Monthly Charge.................................................................................35
         9.3      Additional Charges.............................................................................35
         9.4      Cost of Living Adjustment......................................................................36
         9.5      Taxes..........................................................................................36
         9.6      New Services...................................................................................36
         9.7      Invoice Payment................................................................................37
         9.8      Benchmark Study................................................................................37
         9.9      Service Credits................................................................................38
         9.10     Other Credits..................................................................................38
         9.11     Commercially Valued Customer...................................................................39
         9.12     Disputed Charges/Credits.......................................................................39
         9.13     Reduction of Equifax Work......................................................................39

10.      INTELLECTUAL PROPERTY RIGHTS............................................................................40
         10.1     Ownership of Materials.........................................................................40
         10.2     Obligations Regarding Materials................................................................41

11.      CONFIDENTIALITY/DATA SECURITY...........................................................................41
         11.1     Confidential Information.......................................................................41
         11.2     Obligations....................................................................................42
         11.3     Exclusions.....................................................................................43
         11.4     Loss of Company Information....................................................................43
         11.5     Limitation.....................................................................................43
         11.6     Data...........................................................................................43

12.      TERMINATION.............................................................................................44
         12.1     Termination By Equifax.........................................................................44
         12.2     Termination by IBM.............................................................................44
         12.3     Termination Charges............................................................................44
         12.4     [Reserved].....................................................................................45
         12.5     Services Transfer Assistance...................................................................45
         12.6     Other Rights Upon Termination..................................................................46

</TABLE>

                                                               Page ii of iii
<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>      <C>      <C>                                                                                            <C>
         12.7     Effect of Termination/Survival of Selected Provisions..........................................47

13.      LIABILITY...............................................................................................48
         13.1     Liability Caps.................................................................................48
         13.2     Exclusions.....................................................................................48
         13.3     Direct Damages and Cover Charges...............................................................48
         13.4     Dependencies...................................................................................49
         13.5     Remedies.......................................................................................49

14.      INDEMNITIES.............................................................................................49
         14.1     Indemnity by IBM...............................................................................49
         14.2     Indemnity by Equifax...........................................................................51
         14.3     Employment Actions.............................................................................52
         14.4     Exclusive Remedy...............................................................................52
         14.5     Indemnification Procedures.....................................................................53

15.      INSURANCE AND RISK OF LOSS..............................................................................53
         15.1     IBM Insurance..................................................................................53
         15.2     Risk of Property Loss..........................................................................54
         15.3     Mutual Waiver of Subrogation...................................................................54

16.      DISPUTE RESOLUTION......................................................................................55
         16.1     Dispute Resolution Procedures..................................................................55
         16.2     Continued Performance..........................................................................56

17.      GENERAL.................................................................................................56
         17.1     Relationship of Parties........................................................................56
         17.2     Entire Agreement, Updates, Amendments and Modifications........................................57
         17.3     Force Majeure..................................................................................57
         17.4     Nonperformance.................................................................................58
         17.5     Waiver.........................................................................................58
         17.6     Severability...................................................................................58
         17.7     Counterparts...................................................................................58
         17.8     Governing Law..................................................................................58
         17.9     Binding Nature and Assignment..................................................................58
         17.10    Notices........................................................................................59
         17.11    No Third Party Beneficiaries...................................................................60
         17.12    Other Documents................................................................................61
         17.13    Consents and Approvals.........................................................................61
         17.14    Headings.......................................................................................61
         17.15    Remarketing....................................................................................61
         17.16    Commencement of Actions........................................................................62
         17.17    IBM Logo Products Warranties...................................................................63
</TABLE>


                                                            Page iii of iii
<PAGE>

Equifax / IBM Confidential

                                    EXHIBITS

EXHIBIT

1                 Master Agreement Structure Diagram

2                 Transaction Document Structure Diagram

3                 IPT Charter and Operating Procedures Guidelines






                                                               Page i of i

<PAGE>

Equifax / IBM Confidential

                                  ATTACHMENTS

FORM OF TRANSACTION DOCUMENT

FORM OF SUPPLEMENT

<TABLE>
<CAPTION>
            SCHEDULE                                                     TITLE
<S>                                   <C>
                A                     "Applications Software"
(Configured for each Tower and TD)        -    "Applications Software - Equifax"
                                          -    "Applications Software - IBM"

                B                     "Systems Software"
(Configured for each Tower and TD)        -    "Systems Software - Equifax"
                                          -    "Systems Software - IBM"

                C                     "Equifax Provided Hardware"
(Configured for each Tower and TD)

                D                     "IBM Machines"
(Configured for each Tower and TD)

                E                     The "Services, Measures of Utilization,
(Configured for each Tower and TD)    and Operational and Financial
                                      Responsibilities"

                F                     Leases, Licenses and Other Contracts
(Configured for each Tower and TD)

                G                     "Disaster Recovery Services"
(Configured for each Tower and TD)

                H                      "Transition Plan"
(Configured for each Tower and TD)

                I                      "Network Locations"
      (Network Tower Only)

                J                      "Charging Methodologies"
 (Standard Form for All Towers)

                K                      "Applications Installation Standards"
Configured for each Tower and TD)      (Operating Environment IT Standards)

                L                       "Security Procedures and
(Configured for each Tower and TD)      Responsibilities - Data and Physical"

                M                       "Help Desk Services"
(Configured for each Tower and TD)

</TABLE>

                                                                   Page i of ii
<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                                     <C>
                N                       "Projects"
(Configured for each Tower and TD)

                O                       "Affected Employees"
 (Standard Form for All Towers)

                P                       Maintenance Terms
      (MicroLAN Tower Only)

                Q                       Outstanding Employee Claims
 (Standard Form for All Towers)

                R                       "Services Transition Assistance"
 (Standard Form for All Towers)

                S                       "Service Levels and Service Credits"
(Configured for each Tower and TD)

                T                       "Equifax Provided Office Furnishings"
(Configured for each Tower and TD)

                U                       "Bill of Sale"
    (Standard for all Towers)

                V                       "Key Employees"
    (Standard for all Towers)

</TABLE>


                                                               Page ii of ii
<PAGE>

Equifax / IBM Confidential

1.       PURPOSE/STRUCTURE/TERM OF AGREEMENT

1.1      PURPOSE OF AGREEMENT

a)       IBM is a provider of a broad range of operations support
         services for on-line information services companies including,
         without limitation, information technology, information management,
         communications and related services, and is experienced and skilled
         in the administration, management, provision and performance of such
         services and the business functions, responsibilities and tasks
         attendant with such services. IBM desires (i) to continue to provide
         certain of these operations support services to the Equifax Group
         for the Equifax Business, and to continue to perform and assume the
         functions, responsibilities and tasks attendant with such operations
         support services as currently performed by IBM for the Equifax
         Business and the Equifax Group; and (ii) to provide additional
         quantities and elements of these and other operations support
         services to the Equifax Group for the Equifax Business and to
         perform and assume the functions, responsibilities and tasks
         attendant with such operations support services as currently
         performed by the Equifax Group or as envisioned to be required for
         the Equifax Business and the Equifax Group, all as specifically set
         forth in this Agreement. Equifax desires that such operations
         support services for the Equifax Business and the Equifax Group and
         the attendant functions, responsibilities and tasks, be performed
         and assumed by IBM. The Agreement documents the terms and conditions
         under which (i) the Equifax Group will obtain such operations
         support services from IBM and (ii) IBM will administer, manage,
         support, provide and perform such services and the functions,
         responsibilities and tasks attendant with such services, for the
         Equifax Group.

b)       The Parties have identified goals and objectives that they intend
         that IBM's performance pursuant to the Agreement will assist the
         Parties to achieve. These goals and objectives include the
         following: (i) engaging IBM (A) under a master agreement to provide,
         and/or cause to be provided through its Affiliates and other
         subcontractors, certain operations support services to Equifax and
         certain of its Affiliates on a worldwide basis as the Equifax
         Business evolves over the Term; (B) to efficiently and timely
         provide such  operations  support  services to, and perform and
         assume the  functions, responsibilities and tasks attendant with
         such support services for, the Equifax Business and the Equifax
         Group at levels appropriate to fulfill the requirements of the
         Equifax Business and the Equifax Group; and (C) to proactively
         define and propose cost effective solutions to improve the
         efficiency and functionality of the information management systems
         operations of the Equifax Group in support of the Equifax Business;
         (ii) securing favorable rates for current and additional resource
         consumption and for reductions in resource consumption and
         increasing flexibility regarding resources chargeable and available
         to the Equifax Group and committed by IBM to the Equifax Group;
         (iii) taking advantage of new and/or proven business processes and
         technologies to improve performance, efficiency and cost to
         performance ratios experienced by the Equifax Group and to enable
         the Equifax Group to respond to market requirements for the Equifax
         Business; (iv) enhancing the current functionality of the Equifax
         Group's processes, systems and service levels covered under this
         Agreement; (v) minimizing any potential operating and financial
         risks to the Equifax Group; (vi) ensuring the efficiency, stability
         and security of existing and future processes, systems and service
         levels; (vii) evolving the support services, processes, systems and
         service levels to meet the dynamic requirements of the Equifax Group
         and Equifax Business; and (viii) providing an opportunity to
         transition the Services back to the Equifax Group or to another
         service provider from IBM with minimal disruption.

c)       IBM recognizes that the Equifax Group expects to be treated as a
         valued and commercially favored customer and agrees that the
         definition of customer satisfaction goes beyond IBM's performance
         against established service levels and requires that IBM exhibit a
         customer service attitude focused on assisting Equifax where
         commercially reasonable to attain the goals and objectives described
         in SECTION 1.1(B), including, without limitation, reducing the
         operations support costs of and improving service levels to the
         Equifax Group and the customers of the Equifax Group.


                                                               Page 1 of 65
<PAGE>

Equifax / IBM Confidential

d)       The provisions of this SECTION 1.1 are intended to be a statement of
         the purpose of the Agreement and are not intended to alter the plain
         meaning of the terms and conditions of the Agreement or to require
         either Party to undertake performance obligations beyond those set
         forth in the Agreement. To the extent that the terms and conditions
         of the Agreement are unclear or ambiguous, such terms and conditions
         are to be interpreted and construed consistent with the purposes set
         forth in this Section 1.1.

1.2      STRUCTURE OF AGREEMENT

a)       The Services will be grouped around the following technology
         platforms and clusters of services: Mainframe, Midrange, MicroLAN
         and Network. Each such technology platform/cluster of services is
         herein referred to generically as a "Tower".

b)       The Agreement is comprised of (i) the provisions set forth in this
         Master Agreement and the forms of the Exhibits and Schedules
         referenced herein as illustrated in EXHIBIT 1; and (ii) each
         Transaction Document including the Supplement and Schedules
         referenced in each Transaction Document as illustrated in EXHIBIT 2.

c)       The Services will be defined on a per Tower basis and all Towers
         located at one (1) site, or to be migrated to one (1) site, will be
         the subject of a single Transaction Document in the form of Exhibit
         3. Each Transaction Document will be comprised of a Supplement in
         the form of EXHIBIT 4 and Schedules in the forms described in
         EXHIBIT 1, configured as noted on EXHIBIT 2. The Transaction
         Documents will collectively define the Services provided to the
         Equifax Group across multiple Towers at multiple locations in one
         (1) or more countries and the terms and conditions upon which the
         Services will be provided.

d)       Transaction Documents will be executed by the Parties. The terms of
         Transaction Documents will be governed by the terms of the Master
         Agreement unless the Parties specifically note the deviations from
         the terms of the Master Agreement for the purposes of such
         Transaction Document in the Section of the Transaction Document
         entitled "Deviations From Terms of Master Agreement".

e)       Each Transaction Document will be submitted to and approved by the
         Integrated Planning Team prior to execution by the Parties. The
         approval will be evidenced by a representative of each of the
         Parties who is also a member of the Integrated Planning Team, noting
         and attesting to the approval of the Integrated Planning Team on a
         cover sheet to such Transaction Document.

f)       IBM and Equifax will be the primary contracting parties under the
         Agreement and under each Transaction Document. Each of the Parties
         may assign a Transaction Document to one of its Affiliates for
         performance, but such assignment shall not relieve or release such
         Party from the full, timely and proper performance of its duties and
         obligations under such Transaction Document. Moreover, as a
         condition precedent to such assignment, the Affiliate shall accept
         such assignment and agree to assume the full, timely and proper
         performance of the duties and obligations of the Party assigning
         such Transaction Document to such Affiliate in a written document in
         form and content satisfactory to the other Party.


                                                               Page 2 of 65
<PAGE>

Equifax / IBM Confidential

1.3      TERM OF AGREEMENT

The term of the Agreement will begin as of the Effective Date and will terminate
upon the later to occur of (a) the expiration of the Transaction Document with
the longest term extending past the tenth (10th) anniversary of the Effective
Date, or (b) upon a termination date that is effective not sooner than six (6)
months after the tenth (10th) anniversary of the Effective Date set forth in a
notice by either Party to the other Party (the "Term"), unless earlier
terminated in accordance with the provisions of the Agreement.

1.4      EXTENSION OF SERVICES

Equifax may request and IBM will once extend the provision of the Services
pursuant to any Transaction Document or the Services Transfer Assistance
pursuant to any Transaction Document for up to one (1) year ("Extension Period")
upon not less than sixty (60) days prior written notice before the scheduled
termination or expiration of the provision of such Services or Services Transfer
Assistance, or if applicable, notice given within thirty (30) days after the
effective date of a notice of termination for any reason by either Party, other
than Termination for Convenience. However, in the event Equifax is in default
with respect to the payment of any amounts under a Transaction Document at the
start of the Extension Period, IBM will extend the provision of such Services or
Services Transfer Assistance as described in this SECTION 1.4, only if Equifax
cures such default and prepays three (3) months of the Monthly Charges allocable
to such Transaction Document during such Extension Period and a reasonable
projection of other charges due under such Transaction Document for such three
(3) calendar months period. Equifax will be credited any unused portions of such
prepayment for the remaining part of such Extension Period covered by such
unused portion of such prepayment.

2.       DEFINITIONS

In the Agreement (including each Transaction Document and the Supplement and
Schedules thereto), the following terms will have the following meanings:

<TABLE>
<S>                              <C>
Action                           has the meaning given in SECTION 17.8.

AD/M                             means both Applications Development and
                                 Applications Maintenance.

AD/M Projects                    means the Applications  Development and
                                 Applications  Maintenance performed during
                                 the Term and the production cutover date for
                                 the corresponding Scheduled Projects and/or
                                 each New Service added during the Term
                                 requiring the performance of Applications
                                 Development and Applications Maintenance by
                                 IBM.

Affected Employees               has the meaning given in SECTION 5.2.

Affiliates                       means, with respect to a Party, any entity
                                 at any time Controlling, Controlled by or
                                 under common Control with such Party.

Agreement                        means this Master Agreement for Operations
                                 Support Services Agreement and the forms of
                                 Exhibits and Schedules referenced herein and
                                 each Transaction Document referencing the
                                 Master Agreement for Operations Support
                                 Services and the Supplement and Schedules
                                 referenced therein.

Annual Service Charge or ASC     has the meaning given in the Supplement and
                                 Schedules to each Transaction Document for
                                 such Transaction Document.

</TABLE>

                                                               Page 3 of 65
<PAGE>

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<TABLE>
<S>                              <C>
Applications Development         means the programming of any new
                                 applications software, and changes or
                                 enhancements to existing Applications
                                 Software. Programming effort shall include
                                 the pre and post development analysis,
                                 planning, design, coding, testing,
                                 installation, provision of a single set of
                                 program and training documentation per
                                 Applications Software program and training
                                 necessary to complete the task.

Applications Development         means the pre and post development analysis,
                                 Methodology planning, design, coding,
                                 testing, installation, provision of a single
                                 set of program and training documentation
                                 per Application Software program and training
                                 necessary to complete the task.

Applications Maintenance         means defect identification and provision of
                                 fixes, and installation of those fixes and
                                 updates for the Applications Software
                                 provided by the Applications Software
                                 vendors as part of normal maintenance
                                 service for the Applications Software for
                                 which there is no charge by such vendors in
                                 addition to periodic maintenance charges, if
                                 any, and defect identification, provision of
                                 fixes and installation of those fixes and
                                 updates for Applications Software for which
                                 there is no generally commercially available
                                 maintenance support.

Applications Software            means those programs and programming,
                                 including all supporting documentation and
                                 media, that perform specific user related
                                 data processing, data management and
                                 telecommunications tasks, including updates,
                                 enhancements, modifications, releases and
                                 Derivative Works thereof. Applications
                                 Software as of the Commencement Date is
                                 listed in SCHEDULE A to each Transaction
                                 Document for such Transaction Document,
                                 which Schedule shall be updated pursuant to
                                 SECTION 8.1 during the Term to reflect the
                                 then-current Applications Software.

Applications Software -          means the Applications Software listed on
Equifax                          SCHEDULE A to each Transaction Document for
                                 such Transaction Document under such
                                 heading, provided or to be provided by
                                 Equifax.

Applications Software - IBM      means the Applications Software listed on
                                 SCHEDULE A to each Transaction Document for
                                 such Transaction Document under such
                                 heading, provided or to be provided by IBM.

Authorized User                  means a person or entity authorized to use
                                 the Services, including without limitation
                                 the System, by Equifax.

Baseline(s)                      has the meaning given in Schedule J to each
                                 Transaction Document for such Transaction
                                 Document.

Business and Operations          has the meaning given in SECTION 6.2(b).
Support Plan

Cable or Cabling                 means the wires or cables that interconnect
                                 Machines and/or connect a Machine to a
                                 facility connection.

Change Control Process           has the meaning given in SECTION 6.3 of the
                                 Agreement.

</TABLE>

                                                               Page 4 of 65
<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Change of Control                means the transfer of the Control of a
                                 Party, or a sale of substantially all of the
                                 assets of a Party, from the persons or
                                 persons who hold such Control on the
                                 Effective Date to another person or persons,
                                 but shall not include a transfer of the
                                 Control of a Party to an Affiliate of such
                                 Party.

Change Request                   has the meaning given in SECTION 6.3.

Claim                            has the meaning given in SECTION 14.5(a).

Code                             has the meaning given in SECTION 10.

Commencement Date                means the date set forth in each Transaction
                                 Document for the start of the Services
                                 covered by such Transaction Document.

Company Information              has the meaning given in SECTION 11.1.

Confidential Information         has the meaning given in SECTION 11.1.

Contract Year                    means each twelve (12) calendar month
                                 period, or portion thereof, beginning
                                 January 1 of each calendar year during the
                                 Term.

Control, Controlling, or         means possessing, directly or indirectly, the
Controlled                       power to direct or cause the direction of the
                                 management and policies of an entity through
                                 ownership of greater than fifty (50%)
                                 percent of the voting securities of such
                                 entity.

Cost of Living Adjustment        has the meaning given in SCHEDULE J to each
("COLA")                         Transaction Document for such Transaction
                                 Document.

CRF or Change Request Form       has the meaning given in SECTION 6.3.

Data Center                      means the data centers from which the
                                 Services are provided located in the
                                 Facilities as set forth in each Transaction
                                 Document.

Data Network                     means the communication facilities and
                                 components set forth in the Schedules to
                                 each Transaction Document that are used to
                                 transmit voice, image and data signals and
                                 which initially consist of the
                                 communications facilities and components
                                 used by the Equifax Group immediately prior
                                 to the Commencement Date to  provide
                                 information communication services to the
                                 Equifax Group, including without limitation,
                                 all Machines, Software, communications
                                 lines, Cabling and Wiring used to connect
                                 and transmit information among the
                                 Facilities and the Network Locations, but
                                 does not include End User Machines.

Derivative Work                  means a work based on one or more
                                 pre-existing works, including without
                                 limitation, a condensation, transformation,
                                 expansion or adaptation, which would
                                 constitute a copyright infringement if
                                 prepared without authorization of the owner
                                 of the copyright of such pre-existing work.

Develop                          has the meaning given in SECTION 10.

Direct Damages                   has the meaning given in SECTION 13.3.

</TABLE>

                                                               Page 5 of 65
<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Direct Damages Caps              has the meaning given in SECTION 13.1(b).

Disabling Code                   means Code which is designed for the purpose
                                 and has the effect of disabling or otherwise
                                 shutting down one or more software programs
                                 or systems and/or hardware or hardware
                                 systems.

Disaster Recovery Center         means the location designated by such name
                                 or its equivalent in the Disaster Recovery
                                 plan referenced in SCHEDULE G to each
                                 Transaction Document for such Transaction
                                 Document.

Disaster Recovery Services       means the Disaster Recovery services
                                 described in SCHEDULE G to each Transaction
                                 Document for such Transaction Document.

Effective Date                   means the date set forth on the initial page of
                                 the Master Agreement.

End User Machines                means all work stations, terminals,
                                 printers, fax machines, and associated
                                 peripheral equipment used by end users and
                                 described in a Schedule to each Transaction
                                 Document for such Transaction Document,
                                 whether stationary or mobile equipment used
                                 by end users, but does not include the work
                                 stations being used by IBM personnel in
                                 connection with the scheduled Projects or
                                 the Equifax Provided Hardware located in the
                                 Data Center.

Elements of the Services         has the meaning given in SECTION 17.15.

Equifax Business                 means the businesses engaged in by the Equifax
                                 Group.

Equifax Code                     means Code Developed by IBM and/or its
                                 subcontractors independently or jointly with
                                 the Equifax Group and/or their contractors,
                                 as part of the Services. Equifax Code shall
                                 not include any IBM Derivative Code.

Equifax Direct Damages Cap       has the meaning given in SECTION 13.1(b).

Equifax Derivative Code          means Developed Code, which constitutes
                                 Derivative Work of software for which the
                                 copyright is owned by the Equifax Group
                                 and/or their contractors.

Equifax Group                    means individually and collectively
                                 Equifax and its existing and future
                                 Affiliates that are using and/or receiving
                                 any portion of the Services.

</TABLE>

                                                               Page 6 of 65
<PAGE>

Equifax / IBM Confidential


<TABLE>
<S>                              <C>
Equifax In-Scope Operations      means all functions, responsibilities, tasks
                                 and activities that are described in the
                                 Agreement and each Transaction Document
                                 (including the Supplement and Schedules
                                 thereto) that are to be performed by IBM
                                 under the Agreement, including, without
                                 limitation, those performed for the Equifax
                                 Group by the Affected Employees that are
                                 directly related to information technology
                                 services under each Transaction Document
                                 before they entered the employ of IBM and/or
                                 its Affiliates and subcontractors and those
                                 performed by IBM and/or its Affiliates for
                                 Equifax and/or its Affiliates immediately
                                 prior to the Commencement Date under any
                                 Transaction Document or agreement with IBM
                                 comprised of or directly related to the
                                 information technology services under such
                                 Transaction Document and otherwise within
                                 the scope of the prior Transaction Document
                                 or agreement between Equifax and IBM
                                 pursuant to which such services were
                                 performed unless specifically deleted or
                                 otherwise described (versus not described)
                                 in the new Transaction Document.

Equifax LAN Software             has the meaning given in SCHEDULE A to each
                                 Transaction Document for such Transaction
                                 Document.

Equifax Provided Hardware        means the computer equipment peripheral
                                 devices,  storage media,  Cabling,
                                 connectors, the Data Network, the LAN,
                                 telephone equipment and other equipment
                                 (however described) provided from time to
                                 time by the Equifax Group for use by IBM to
                                 perform and deliver the Services and fulfill
                                 its obligations under the Agreement. The
                                 Equifax Provided Hardware as of the
                                 Commencement Date is listed on and/or
                                 referred to in SCHEDULE C to each
                                 Transaction Document for such Transaction
                                 Document, which schedule shall be updated
                                 pursuant to SECTION 8.1 during the Term to
                                 reflect the then-current Equifax Provided
                                 Hardware.

Equifax Provided Office          means the desks, chairs, filing cabinets,
Furnishings                      office cube partitions and other office
                                 furniture (however described) provided
                                 from time to time by the Equifax Group for
                                 use by IBM to perform and deliver the
                                 Services and fulfill its obligations under
                                 the Agreement. The Equifax Provided Office
                                 Furnishings as of the Commencement Date are
                                 listed on and/or referred to in SCHEDULE T
                                 to each Transaction Document for such
                                 Transaction Document, which schedule shall
                                 be updated pursuant to SECTION 8.1 during
                                 the Term to reflect the then-current Equifax
                                 Provided Office Furnishings.

Equifax Server                   shall have the meaning given in a Schedule to
Configurations                   each Transaction Document for such Transaction
                                 Document.

Equifax Software                 means Applications Software-Equifax, Systems
                                 Software-Equifax and Equifax LAN Software.

Equifax Works                    means literary works of authorship (other
                                 than Code) Developed by IBM and/or its
                                 subcontractors independently or jointly with
                                 the Equifax Group and/or its contractors
                                 under the Agreement, specifically for the
                                 Equifax Group or the Equifax Business or
                                 specifically for the purpose of providing
                                 the Services, including without limitation
                                 user manuals, charts, graphs and other
                                 written documentation, and machine-readable
                                 text and files, but shall not include any
                                 Derivative Works of any works in which the
                                 copyright is owned by IBM, its Affiliates or
                                 subcontractors.

</TABLE>

                                                               Page 7 of 65
<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Equifax/IBM Integrated           has the meaning given in SECTION 6.1.
Planning Team

Execution Date                   has the meaning given in SECTION 8.3(c).

Extension Period                 has the meaning given in SECTION 1.4

Facilities                       has the meaning given in a Schedule to each
                                 Transaction Document for such Transaction
                                 Document.

Force Majeure Event              has the meaning given in SECTON 17.3(a).

Help Desk                        means the IBM help desk which is staffed by
                                 IBM to provide support to Equifax as
                                 described in SCHEDULE M to each Transaction
                                 Document for such Transaction Document.

IBM Code                         means Code Developed by IBM personnel at
                                 IBM's expense and not as part of the
                                 Services, but used to provide the Services,
                                 which code does not constitute a Derivative
                                 Work of any software owned by the Equifax
                                 Group, IBM, or their respective Affiliates
                                 or contractors or subcontractors. IBM Code
                                 shall not include any Equifax Derivative
                                 Code.

IBM Derivative Code              means Code Developed under the Agreement,
                                 which constitutes Derivative Works of
                                 software for which the copyright is
                                 owned by IBM, its Affiliates or its
                                 subcontractors.

IBM Direct Damages Cap           has the meaning given in Section 13.1(a)(i).

IBM Indemnitees                  has the meaning given in SECTION 14.2.

IBM Interfaces                   means Code and/or literary works of
                                 authorship created at IBM's expense, by IBM
                                 personnel and/or its contractors and not as
                                 part of the Services, but used to provide
                                 the Services, and interface or describe and
                                 instruct regarding the interface, between
                                 and among Applications Software and the
                                 Systems Software, which does not constitute
                                 a Derivative Work of any software or
                                 literary works of authorship owned by the
                                 Equifax Group, IBM, or their respective
                                 Affiliates or contractors, including without
                                 limitation, user manuals, charts, graphs and
                                 other written documentation, and
                                 machine-readable text and files.

IBM LAN Software                 has the meaning given in SCHEDULES A AND B.

IBM Logo Products                has the meaning given in SECTION 4.7.

</TABLE>

                                                               Page 8 of 65

<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
IBM Machines                     means the computer equipment, peripheral
                                 devices, storage media, cabling, connectors,
                                 extenders and other equipment (however
                                 described) including without limitation,
                                 modems, routers and termination boxes for
                                 the Network located in the Facilities and
                                 other Equifax Group Sites, including without
                                 limitation Data Center and at the Network
                                 Locations, provided by or through and used
                                 from time to time by IBM to perform and
                                 deliver the Services and fulfill its
                                 obligations under the Agreement. The IBM
                                 Machines as of the Commencement Date are
                                 listed on SCHEDULE D to each Transaction
                                 Document for such Transaction Document,
                                 which schedule shall be updated pursuant to
                                 SECTION 8.1 during the Term to reflect the
                                 then current IBM Machines.

IBM Software                     means the Applications Software-IBM, Systems
                                 Software-IBM and IBM LAN Software.

IBM Year 2000 Compliance         means that the product will, subject to the
or Compliant                     provisions  of Section 4.5(b), when used in
                                 accordance with its associated
                                 documentation, (i) accurately process and
                                 handle date data (including but not limited
                                 to, calculating, comparing and sequencing,
                                 to the extent that the product's
                                 specifications provide for such processing
                                 or handling of date data) within, from, into
                                 and between the twentieth and twenty-first
                                 centuries, and the years 1999 and 2000,
                                 including leap year calculations, to the
                                 extent that all other products used in
                                 combination with such product properly
                                 exchange date data with it, and (ii) will
                                 properly exchange date data with other IBM
                                 Logo Products that are IBM Year 2000
                                 Compliant, provided that such IBM Logo
                                 Products are specified by IBM to operate
                                 together as part of a system.

IBM Works                        means literary works of authorship (other
                                 than Code) Developed at IBM's expense, by
                                 IBM personnel and/or its contractors and not
                                 specifically for the Equifax Group or the
                                 Equifax Business or not specifically for the
                                 purpose of providing the Services, but used
                                 to provide the Services, including without
                                 limitation user manuals, charts, graphs and
                                 other written documentation and
                                 machine-readable text and files, but shall
                                 not include any Derivative Works of any
                                 works in which the copyright is owned by
                                 Equifax or its Affiliates or subcontractors.

Indemnified Party                has the meaning given in SECTION 14.4.

Indemnifying Party               has the meaning given in SECTION 14.5(a).

Indemnitee                       has the meaning given in SECTION 14.1.

</TABLE>

                                                               Page 9 of 65
<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Installations, Moves, Adds       "Installation" means the installation of
and Changes or (IMACs)           circuits, network hardware and software and
                                 network end-user equipment at any Authorized
                                 User location, including testing to ensure
                                 network connectivity and proper operation.
                                 "Move" means the physical disconnection of
                                 network equipment and services and, in some
                                 cases, the relocation to another site. In most
                                 cases, this activity is coordinated with
                                 outside vendors, such as telephone company
                                 representatives, to ensure that all
                                 necessary components of the network are
                                 properly moved, and if appropriate
                                 re-installed. Recording of assets by decal
                                 and serial number is critical to the
                                 integrity of the move. "Add" means the
                                 process of adding, expanding and possibly
                                 reconfiguring network systems. This may
                                 involve circuits, circuit speeds or network
                                 equipment. In some cases, network software
                                 would be affected. After the process is
                                 complete, testing occurs to ensure that the
                                 final system is fully operational. "Change"
                                 means the process of altering an existing
                                 network system or environment and could
                                 include network software upgrades and system
                                 or technology enhancements. The change could
                                 be implemented by IBM or a third-party
                                 vendor, with testing occurring after the
                                 change to ensure network and systems
                                 integrity.

Integrated Planning Team or      means the team composed of the individuals
"IPT"                            specified in SECTION 6.

Key Employees                    means those employees agreed by Equifax and
                                 IBM to be key employees pursuant to each
                                 Transaction Document and identified in
                                 SCHEDULE V thereto.

Level One Support                has the meaning given in a Schedule to each
                                 Transaction Document for such Transaction
                                 Document.

Level Three Support              has the meaning given in a Schedule to each
                                 Transaction Document for such Transaction
                                 Document.

Level Two Support                has the meaning given in a Schedule to each
                                 Transaction Document for such Transaction
                                 Document.

Listed Subcontractors            has the meaning given in SECTION 8.6(a).

Local Area Network (LAN)         means all communications equipment and
                                 components that are used to transmit voice,
                                 image and data signals within a local area
                                 network and which initially consist of the
                                 communications facilities and components in
                                 use by Equifax immediately prior to the
                                 Commencement Date to provide local area
                                 network communications facilities to the
                                 Equifax Group as described in SCHEDULE I to
                                 each Transaction Document for such
                                 Transaction Document, including without
                                 limitation the associated attachments,
                                 peripherals, features, software and
                                 accessories, communications lines and
                                 Cabling, including the wiring systems, at
                                 the locations specified in such Schedule.

Losses                           means all losses, liabilities, damages,
                                 penalties and claims (including taxes and
                                 all related interest and penalties incurred
                                 directly with respect thereto), and all
                                 related costs, expenses and other charges
                                 (including all reasonable attorneys' fees
                                 and reasonable costs of investigation,
                                 litigation, settlement, judgment, interest
                                 and penalties).

Machines                         means the IBM Machines and Equifax Provided
                                 Hardware.

</TABLE>

                                                               Page 10 of 65

<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Maintenance  Release             means those Software fixes and updates
                                 provided by the Software vendors as part of
                                 normal maintenance service for the Software
                                 for which there is no charge by such vendors
                                 in addition to periodic maintenance charges,
                                 if any.

Materials                        means the Equifax Code, the Equifax
                                 Derivative Code, the Equifax Works, the IBM
                                 Code, the IBM Derivative Code, the IBM Works
                                 and the IBM Interfaces.

Minimum Service Levels           has the meaning given in SCHEDULE S to each
                                 Transaction Document for such Transaction
                                 Document.

Monthly Charge                   has the meaning given in SCHEDULE J to each
                                 Transaction Document for such Transaction
                                 Document.

Network                          means the Data Network, Local Area Network
                                 and Voice Services.

Network Locations                has the meaning given in SCHEDULE I to
                                 each Transaction Document for such
                                 Transaction Document.

Network Vendors                  means any third parties providing
                                 information communication services to
                                 Equifax which are accessed or will be
                                 accessed through the Network.

New Services                     has the meaning given in SECTION 3.12.

Notice                           has the meaning given in SECTION 16.1(b)

Other Products                   has the meaning given in SECTION 4.5(c).

Parties                          means IBM and Equifax as detailed on the
                                 initial page of the Agreement.

Party                            means IBM or Equifax as detailed on the
                                 initial page of the Agreement.

Performance Standards            means  the  service  levels  and
                                 performance  responsibilities  under  which
                                 the Services will be provided. The
                                 Performance Standards are described in
                                 SCHEDULE S to each Transaction Document for
                                 such Transaction Document.

Performance Value                has the meaning given in SECTION 9.8(d).

Poll                             means to electronically connect the
                                 Facilities to the other Equifax Group sites
                                 to retrieve data, perform downloads/updates
                                 and/or execute remote diagnostics.

Project                          means the portion of the Services described
                                 in SCHEDULE N to each Transaction Document.

Project Executive                has the meaning given in SECTION 7.1.

</TABLE>

                                                               Page 11 of 65
<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Required Consents                means any consents or approvals required to
                                 be obtained (a) to allow IBM and its
                                 subcontractors to assume financial and/or
                                 support, operational, management and
                                 administrative responsibility for the
                                 Equifax Software, the Equifax Provided
                                 Hardware and the Equifax Provided Office
                                 Furnishings in connection with the Services;
                                 (b) for the licensing, transfer and/or grant
                                 of the right to the Equifax Group to use the
                                 IBM Software and IBM Machines as
                                 contemplated by the Agreement; and (c) for
                                 the Equifax Group and IBM and its
                                 subcontractors to have access to and use of
                                 the space, equipment, software and/or third
                                 party services provided under the Third
                                 Party Agreements in connection with the
                                 Services as contemplated by the Agreement.

Resource Unit ("RU")             has the meaning given in SCHEDULE E to each
                                 Transaction Document for such Transaction
                                 Document.

Service Credits                  has the meaning set forth in SECTION 9.9
                                 AND SCHEDULE S TO EACH TRANSACTION
                                 DOCUMENT.

Service Employees                has the meaning given in SECTION 12.6(g).

Services                         means the Equifax In-Scope Operations,
                                 including, without limitation, any migration
                                 of the Equifax In-Scope Operations from the
                                 Equifax Group to IBM pursuant to a
                                 Transaction Document.

Services Transfer Assistance     has the meaning given in SECTION 12.5.

Similarly Situated Customers     means IBM customers with substantially
                                 the same mix and type of processing
                                 applications and systems resources
                                 utilization at similar or lesser volumes.

Software                         means IBM Software and Equifax Software.

Supplement                       means the Supplement to each Transaction
                                 Document containing the charges and certain
                                 other necessary information.

System                           means the Machines, Software and Network
                                 covered under the Agreement and the
                                 operating environment therefor.

Systems Software                 means those programs and programming
                                 (including all supporting documentation and
                                 media) that perform tasks related to the
                                 functioning of the data processing, and
                                 telecommunication equipment which is used to
                                 operate the Applications Software or
                                 otherwise to support the provision of the
                                 Services by IBM under the Agreement, whether
                                 or not licensed to IBM. Systems Software may
                                 include but is not limited to, database
                                 creation and management software,
                                 application development tools, operating
                                 systems, software utilities, data security
                                 software, data network software,
                                 communications monitors and data base
                                 managers. Systems Software as of the
                                 Commencement Date is listed in SCHEDULE B to
                                 each Transaction Document for such
                                 Transaction  Document,  which schedule shall
                                 be updated pursuant to Section 8.1 during
                                 the Term to reflect the then current Systems
                                 Software.

</TABLE>

                                                               Page 12 of 65

<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Systems Software - Equifax       means the systems software and general
                                 purpose software such as the database
                                 creation and management software, utility
                                 software and applications development tools
                                 software listed in SCHEDULE B to each
                                 Transaction Document for such Transaction
                                 Document under such heading provided or to
                                 be provided by Equifax.

Systems Software-IBM             means Systems Software listed in SCHEDULE B
                                 to each Transaction Document for such
                                 Transaction Document under the heading
                                 "Systems Software-IBM", provided or to be
                                 provided by IBM.

Systems Software Maintenance     means defect identification and fixes, and
                                 installation of those fixes and updates
                                 provided by software vendors as part of
                                 normal maintenance service for Systems
                                 Software for which there is no charge by
                                 such vendor in addition to periodic
                                 maintenance charges, if any, and, subject to
                                 SECTION 3.9 defect identification, provision
                                 of fixes and installation of those fixes and
                                 updates for Systems Software used by IBM to
                                 provide the Services for which there is no
                                 generally commercially available maintenance
                                 and support.

Term                             has the meaning given in SECTION 1.3  and
                                 any extension and renewal term described in
                                 the Agreement.

Termination Charge               means the amount set forth in a Supplement
                                 to a Transaction Document.

Third Party Agreements           means those  contractual,  leasing and
                                 licensing  arrangements  for which IBM has
                                 undertaken financial, management and/or
                                 administrative responsibility and pursuant
                                 to which a member of the Equifax Group
                                 receives any third party products, software
                                 and/or services in connection with the
                                 provision of the Services. Third Party
                                 Agreements to which one or more members of
                                 the Equifax Group is a party are listed on
                                 SCHEDULE F to each Transaction Document for
                                 such Transaction Document, which schedule
                                 shall be updated pursuant to SECTION 8.1
                                 during the Term to reflect the then-current
                                 Third Party Agreements.

Third Party Provider             means a business or entity other than a
                                 member of the Equifax Group or IBM that
                                 provides products, software and/or services
                                 under a Third Party Agreement, in support of
                                 the provision of the Services by IBM.

Tower                            has the meaning given in SECTION 1.2(a).

Trade Secrets                    has the meaning given in SECTION 11.1

Transaction Document             means each document executed by IBM with
                                 Equifax pursuant to the Agreement, providing
                                 for the performance and delivery of a
                                 portion of the Services to a specific site
                                 or group of sites with respect to one or
                                 more of the Towers. Such document will be in
                                 the form of EXHIBIT 3 and structured as
                                 described in EXHIBIT 2.

Transition Cover Costs           has the meaning given in SECTION 13.3(b)

Transition Costs                 means the costs incurred and profit charged
                                 by IBM on such costs to transition into a
                                 Transaction Document Services arrangement.
                                 Such costs do not include the costs of
                                 hardware or software to provide the on-going
                                 Services.

Transition Period                has the meaning given in SECTION 5.1(a).

</TABLE>

                                                               Page 13 of 65

<PAGE>

Equifax / IBM Confidential

<TABLE>
<S>                              <C>
Transition Personnel             has the meaning given in SECTION 5.1(b).

Transition Plan                  has the meaning given in SECTION 5.1(a).

Unplanned Resource Unit          has the meaning given in SCHEDULE J to each
                                 Transaction Document.

Version                          means those Software updates that generally
                                 add function to the existing  Software and
                                 may be provided by the Software vendors at a
                                 fee over and above the standard periodic
                                 software maintenance costs.

Virus or Viruses                 means computer instructions that are
                                 intended, designed and have the effect of
                                 adversely affecting the specified operation,
                                 security or integrity of a computing,
                                 telecommunications or other digital
                                 operating or processing system or
                                 environment.

Voice Equipment                  means PBXs and Key Systems (AT&T and
                                 non-AT&T), telephony switches, key systems,
                                 telephone sets, voice mail equipment, voice
                                 response units and associated software and
                                 equipment performing similar functions.

Voice Services                   means all Voice Equipment and associated
                                 controllers, channel banks, carrier services
                                 (e.g., VNET), lines and Cabling, together
                                 with all software related thereto, used to
                                 transmit voice traffic within or outside of
                                 Equifax locations, but does not include the
                                 Data Network.

Wind-Down Expenses               means the net amount, after IBM takes
                                 commercially reasonable action to mitigate
                                 the adverse financial impact on IBM, that
                                 will reimburse IBM for the actual reasonable
                                 costs that IBM incurs in the disposition
                                 and/or reallocation of IBM Machines, IBM
                                 Software and the portion of the Data Center
                                 dedicated to the performance of the
                                 Services, the placement of IBM personnel
                                 allocated to the delivery of the Services,
                                 and the termination, if appropriate, of the
                                 Third Party Agreements, in the event of a
                                 termination occurring prior to the
                                 expiration of the Term or the term of any
                                 Transaction Document; provided, however,
                                 Equifax shall have the right to mitigate
                                 such costs by (a) hiring the IBM personnel
                                 primarily employed to provide the Services
                                 under the Agreement; (b) purchasing, or
                                 subject to the terms thereof, assuming the
                                 leases for, the IBM Machines primarily used
                                 to provide the Services under the Agreement;
                                 (c) assuming the licenses and maintenance
                                 agreements for the IBM Software primarily
                                 used to provide the Services under the
                                 Agreement; and/or (d) taking similar actions.

Wiring                           means those cables or wires that are
                                 internal to the building structure and that
                                 interconnect machines within the same
                                 building or between buildings.

Year 2000 Compliance or          means that the product will accurately process
Compliant                        and handle date data (including but not limited
                                 to, calculating, comparing and sequencing)
                                 within, from, into and between the twentieth
                                 and twenty-first centuries, and the years
                                 1999 and 2000, including leap year
                                 calculations, and to the extent such product
                                 must perform with other products as part of
                                 the System, they will properly exchange date
                                 data among themselves in accordance with the
                                 foregoing.

</TABLE>

                                                               Page 14 of 65
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<TABLE>
<S>                              <C>
Year 2000 Services               means assessment or testing services which
                                 have the principal objective of determining
                                 whether machines, software and/or other
                                 products are Year 2000 Compliant, as well as
                                 conversion or remediation services which
                                 have the principal objective of modifying
                                 and/or enhancing machines, software and/or
                                 other products so that they are Year 2000
                                 Compliant.
</TABLE>

3.       THE SERVICES

3.1      OBLIGATION TO PROVIDE SERVICES

a)       Starting on the Commencement Date of each Transaction Document and
         continuing during the term of each Transaction Document, IBM shall
         provide the Services to, and perform the Services for, the Equifax
         Group.

b)       In performing and providing the Services, the relationship of IBM
         with the members of the Equifax Group will be as an independent
         contractor. However, as a result of its position in providing and
         performing the Services, the Parties acknowledge that certain
         employees of IBM and each of its Affiliates providing portions of
         the  Services may have a unique knowledge of the information
         technology operations of the members of the Equifax Group that no
         employee of a member of the Equifax Group will have in full, and
         employees of IBM and each of its Affiliates providing portions of
         the Services will be interacting with the employees, executive
         management and accountants to the Equifax Group and the members
         thereof, and will be performing functions that would otherwise be
         performed by employees of the Equifax Group.

c)       There may be  functions, responsibilities, activities and tasks
         not specifically described in the Agreement (including the
         Transaction Documents and the Supplements and Schedules thereto)
         which are required for the proper performance and provision of the
         Services and are an inherent part of, or a necessary sub-part
         included within, the Services. If such functions, responsibilities,
         activities and tasks are determined to be required for the proper
         performance and provision of the Services or are an inherent part,
         or a necessary sub-part included within, the Services, such
         functions, responsibilities, activities and tasks shall be deemed to
         be implied by and included within the scope of the Services to the
         same extent and in the same manner as if specifically described in
         the Agreement (including the Transaction Documents and the
         Supplements and Schedules thereto). Each such determination shall be
         made by agreement of the Parties or resolved pursuant to the dispute
         resolution provisions of SECTION 16.

3.2      PERFORMANCE

a)       IBM agrees that the performance of the Services covered by each
         Transaction Document will meet or exceed each of the applicable
         Performance Standards and Minimum Service Levels set forth in the
         Schedules to each such Transaction Document, subject to the
         limitations and in accordance with the provisions set forth in the
         Agreement.

b)       Concurrent with the semi-annual Business and Operations Support
         Plan review process described in SECTIONS 6.1 and 6.2 and more often
         if requested by Equifax, Equifax and IBM will review and agree to
         commercially reasonable changes, modifications, deletions and
         replacements of and additions to the Performance Standards, the
         Minimum Service Levels and the Service Credits under each
         Transaction Document for the purposes of better and more timely
         reflecting, facilitating and supporting the continuing development,
         and evolving priorities of the Equifax Group and the Equifax
         Business. Any such changes will be implemented through the Change
         Control Process. The Performance Standards and the Minimum Service
         Levels shall not be changed, modified or adjusted downward or upward
         without the prior written agreement of the Parties. The Parties
         intend that the Performance Standards and the Minimum Service


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         Levels will be improved over time. The Parties agree to cooperate
         and deal with each other in good faith to promptly resolve on a
         reasonable basis in consonance with the purposes of the review
         process, any differences between the Parties regarding appropriate
         changes to, modifications of, additions to, deletions of and
         replacements of the Performance Standards, the Minimum Service
         Levels and the Service Credits.

c)       IBM will continue to use the existing measurement and monitoring
         tools and procedures to set Resource Unit Baseline measurements and
         to measure and report IBM's performance of the Services against the
         Performance Standards and Minimum Service Levels. Subject to
         Equifax's prior approval (which approval shall not be unreasonably
         withheld), IBM shall implement the necessary measurement and
         monitoring tools and procedures required to set Resource Unit
         Baseline measurements and to measure and report IBM's performance of
         the Services against the Performance Standards and Minimum Service
         Levels as such standards and levels may be developed, modified and
         changed during the term of each Transaction Document and as the
         Services may evolve and be supplemented and enhanced during the
         Term. Such measurement and monitoring shall permit reporting at a
         reasonable level of detail sufficient to verify compliance with the
         Performance Standards and Minimum Service Levels and application of
         any attendant Service Credits. IBM shall prepare and maintain
         detailed records regarding its compliance with the Performance
         Standards and Minimum Service Levels and the determination and
         application of attendant Service Credits. Upon request, IBM shall
         provide Equifax with information and reasonable access to such tools
         and procedures, and the records relating thereto, for purposes of
         verification of the reported performance levels.

3.3      DISASTER RECOVERY SERVICES

IBM will provide Disaster Recovery Services under each Transaction Document in
accordance with SCHEDULE G to each Transaction Document. If IBM fails to provide
Disaster Recovery Services to the extent and in accordance with the time table
set forth in such Schedule for a period as set forth in SCHEDULE G to each
Transaction Document, Equifax will be entitled, at its election, to terminate
such Transaction Document pursuant to SECTION 12.1(a) (without giving the
notices and observing the cure periods set forth in SECTION 12.1(a)) upon
written notice to IBM. If Equifax elects to terminate such Transaction Document
as described in this SECTION 3.3, Equifax shall give notice to IBM of such
election within thirty (30) days after the occurrence of the event on which such
termination is based. In the event of a termination of such Transaction Document
is authorized under this SECTION 3.3, Equifax shall not be required to pay any
Termination Charges or Wind-Down Expenses to IBM. Such termination shall not
constitute the sole and exclusive remedy of Equifax for such failure of
performance by IBM.

3.4      AUDITS

a)       IBM will assist the Equifax Group in meeting their respective audit
         and regulatory requirements, including providing access to the
         Facilities, the Data Center and IBM's books and records, to enable
         the Equifax Group and its auditors and examiners to conduct
         appropriate audits and examinations of the Equifax Group's
         operations and IBM's operations relating to the performance of the
         Services, and to verify the accuracy of IBM's charges and credits to
         Equifax and that the Services are being provided in accordance with
         the Agreement and the Performance Standards and Minimum Service
         Levels set forth in each Transaction Document; provided, however,
         that neither Equifax nor its auditors will be allowed access to
         other IBM or IBM Affiliates customers' records or IBM confidential
         and proprietary data; but provided further that nothing in the
         Agreement shall limit or restrict Equifax's or IBM's rights in
         discovery proceedings pursuant to any civil litigation. Such access
         will require forty-eight (48) hour written notice to IBM and will be
         provided at reasonable hours. If any audit or examination reveals
         that IBM's invoices for the audited period are not correct (other
         than amounts in dispute pursuant to Section 9.12), IBM shall
         promptly reimburse Equifax for the amount of any overcharges, or
         Equifax shall promptly pay IBM for the amount of any undercharges.
         If any such audit activities interfere with IBM's ability to perform
         the Services


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         in accordance with the Performance Standards and Minimum Service
         Levels under any Transaction Document, IBM shall be relieved of such
         performance obligations under such Transaction Document to the
         extent caused by such audit activity. If the assistance required of
         IBM shall cause IBM to expend resources and incur additional costs
         to provide such assistance that are not within the scope of the
         Services and Resource Unit Baselines, Equifax shall reimburse IBM
         for such costs.

b)       Subject to SECTION 4.6, IBM agrees to make any changes to the Services
         and take other actions which are necessary in order to maintain
         compliance with laws or regulations applicable to its performance
         and provision of the Services. Subject to SECTION 4.6, Equifax may
         submit to IBM findings and recommendations regarding changes to the
         Services necessary for the compliance by Equifax with applicable
         laws and regulations which IBM will analyze and consider in good
         faith. IBM shall promptly respond to Equifax regarding IBM's
         evaluation and activity plan for such findings and recommendations.

3.5      FACILITIES AND DATA CENTER

a)       IBM will not relocate the portion of the Services provided from the
         Facilities and the Data Center as set forth in each Transaction
         Document without the prior written consent of Equifax as described
         in SECTION 5.3(d).

b)       During the Term, IBM will provide the Equifax Group with access upon
         prior notice to the portion of the Facilities used by IBM to provide
         and perform the Services (including, without limitation, the Data
         Center) in order for Equifax to provide tours of such portions of
         the Facilities and such tours will be conducted in a manner
         reasonably calculated not to interfere with IBM's provision of
         Services.

c)       IBM will provide reasonable access to the portion of the Facilities
         used by IBM to provide and perform the Services as necessary or
         appropriate for the performance, delivery and use of the Services by
         the Equifax Group and for the operation, maintenance, upgrade,
         support and use of any other Equifax hardware, software and other
         resources located in the Facilities including the Data Center (i) to
         the Equifax Group's authorized employees, agents and
         representatives, and (ii) to Third Party Providers and third party
         vendors and suppliers of installation, maintenance, support and
         upgrade services, technology and hardware for the System and any
         other Equifax hardware, software and other resources located in the
         Facilities including the Data Center serviced thereby. To the extent
         practical in light of such installation, maintenance, support and
         upgrade requirements, Equifax will provide twenty-four (24) hours
         notice to IBM prior to any visits by such Third Party Providers and
         third party vendors and suppliers.

d)       All access to the portion of the Facilities under the control of IBM
         and used by IBM to provide and perform the Services (including,
         without limitation, the Data Center) shall be subject to (i)
         reasonable data and records protection and physical security
         measures (including Equifax physical security requirements) and (ii)
         such Equifax Group employees, agents and representatives and Third
         Party Providers and third party vendors and suppliers undertaking
         reasonable confidentiality requirements relating to such visits.

3.6      SECURITY

Equifax will authorize all access to all Software operated by, and Company
Information and other records of the Equifax Group in the possession of, IBM in
support of the Services covered by each Transaction Document through the data
and records security procedures as described in SCHEDULE L to such Transaction
Document. IBM shall notify Equifax of the identity of each of the entities and
personnel working with IBM to provide and perform the Services covered by each
Transaction Document that are to be authorized access to the Software utilized
in support of the Services covered by such Transaction Document and the level of
security access required by each. The Parties shall cooperate in


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Equifax / IBM Confidential

administering security procedures regarding such access, in accordance with
such Schedule. IBM will enable such access by persons as designated by
Equifax and deny such access to all other persons, in accordance with such
Schedule.

3.7      TECHNOLOGY REFRESH

IBM will refresh the information technologies components of the Services
(including both hardware and software components) as specifically provided in
the Agreement (including each Transaction Document). This SECTION 3.7 shall not
affect or limit IBM's obligations or authority to perform the repair,
maintenance and upgrade functions and services as set forth in the Agreement.

3.8      SOFTWARE LICENSES

a)       IBM will comply with all license obligations under all licenses and
         maintenance agreements for the Software, including without
         limitation, the obligations of nondisclosure and scope of use;
         provided, however, IBM will only be obligated under this SECTION
         3.8(a) with regard to the licenses and maintenance agreements for
         Equifax Software to the extent the obligations thereunder are
         disclosed to and accepted by IBM. To the extent provided to IBM by
         Equifax prior to execution of each Transaction Document, IBM shall
         be deemed to have reviewed and accepted the obligations under the
         licenses and maintenance agreements for the Equifax Software listed
         on Schedules to such Transaction Document as of the Commencement
         Date under such Transaction Document, unless otherwise noted in such
         Transaction Document.

b)       All IBM Software provided by IBM in connection with the Services and
         any Equifax Software licensed under a Third Party Agreement shall be
         licensed (and the attendant maintenance arrangements contracted) in
         the name of the Equifax Group member designated by Equifax as the
         licensee with IBM having the right to access and use such Software
         in performing the Services, unless IBM can procure such Software
         (and/or attendant maintenance arrangement) on a more cost effective
         basis licensed in its own name.

c)       IBM shall use commercially reasonable efforts to obtain from the
         applicable Software vendors a right to assign or transfer, without
         any payment of any additional fee or charge by Equifax, any licenses
         (and attendant maintenance arrangements) for the Software licensed
         and contracted in IBM's name as licensee to Equifax upon termination
         or expiration of the Agreement and as applicable, each Transaction
         Document. If IBM is unable to obtain from the applicable Software
         vendor the rights described in the immediately preceding sentence,
         and, in any event, prior to (i) the addition to the IBM Software of
         any software which is not listed in Schedules to a Transaction
         Document for the Equifax operations covered by such Transaction
         Document; or (ii) any upgrade, enhancement or modification of any
         IBM Software listed in Schedules to a Transaction Document for the
         Equifax operations covered by such Transaction Document, IBM shall
         (A) obtain Equifax's prior written consent for any such actions, (B)
         provide Equifax with information regarding the amount of any fees
         and other reasonable requirements Equifax would be required to
         undertake in order to obtain a license to and maintenance for such
         IBM Software upon the expiration or termination of the Agreement and
         as applicable, each Transaction Document, and (C) use commercially
         reasonable efforts to obtain a firm commitment from the providers of
         such IBM Software to license and provide maintenance for the IBM
         Software to Equifax upon the expiration or termination of the
         Agreement upon the payment of such fees and satisfaction by Equifax
         of such requirements. If Equifax does not respond to a request for
         consent from IBM within twenty-one (21) business days of receipt of
         such request together with the information and confirmation of the
         actions required of IBM in this SECTION 3.8(c), Equifax shall be
         deemed to have granted its consent to the actions for which IBM
         requested consent. IBM shall consider and take into account in the
         negotiation of its licensing and maintenance arrangements with
         providers of the IBM Software, Equifax's reasonable concerns
         regarding the terms and conditions of such IBM Software licenses


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Equifax / IBM Confidential

         and maintenance agreements and make such licenses, maintenance
         agreements and related documentation, exclusive of pricing
         information related to charges to IBM, available to Equifax upon
         request.

d)       IBM shall not direct the Equifax Group to terminate, extend, replace,
         amend or add licenses for the Software and/or the maintenance
         arrangements attendant therewith, contracted in the name of a member
         of the Equifax Group without notifying Equifax in writing of the
         proposed action by IBM and obtaining Equifax's prior written
         agreement; moreover, IBM shall provide to Equifax a written report
         of the reasons for, and the impact and ramifications on the Services
         of, such proposed action concurrently with such notification. IBM
         may terminate, replace, amend or add licensees for the IBM Software
         as it chooses so long as IBM continues to perform the Services in
         the manner required by the Agreement; provided, however, IBM agrees
         to provide twenty-one (21) business days written notification to
         Equifax prior to each such termination,  replacement, amendment or
         addition and concurrently with such notification, deliver to Equifax
         a written report of the reasons for, and the impact and
         ramifications on the Services of, IBM's proposed action. In
         addition, if such action by IBM with respect to a license and/or
         maintenance arrangement for the IBM Software will have an impact on
         the Services or the monitoring and/or evaluation of the Services in
         a manner that in turn will have a financial and/or operational
         impact on the Equifax Group or the ability of IBM or Equifax to
         monitor and/or evaluate the performance and delivery of the
         Services, and IBM is notified in writing by Equifax of its estimate
         of such financial and/or operational impact prior to IBM's
         implementation of such action and IBM elects to proceed, IBM will
         provide or cause to be provided the programs, services, rights and
         other benefits and resources that are the subject of such licenses
         and maintenance agreements to the Equifax Group on terms no less
         favorable than the terms of such license and maintenance agreements
         and ensure that there shall be no negative impact on the ability of
         IBM or Equifax to monitor and/or evaluate the performance and
         delivery of the Services.  If Equifax in connection with or
         resulting from IBM's termination, replacement, amendment or addition
         of any license for IBM Software and/or maintenance arrangement
         incurs additional expenses, costs or Losses, including but not
         limited to personnel costs, and IBM has been notified in writing by
         Equifax of its estimate of such financial impact prior to IBM's
         implementation of such action and IBM elects to proceed, IBM shall
         promptly reimburse Equifax for such amounts actually incurred by
         Equifax; provided, however, that in each instance in this SECTION
         3.8(d) that Equifax provides IBM an estimate of the financial impact
         of an action by IBM on Equifax, the amounts recoverable from IBM by
         Equifax in each such instance shall not exceed the amount of the
         written estimate provided to IBM for each such instance.

e)       IBM will provide to Equifax, and update as changes occur, a listing
         of all Software by name, Maintenance Release and Version promoted
         into production on each Machine at each location of the Machines.

3.9      SOFTWARE CURRENCY

         The Parties agree to maintain reasonable currency for Maintenance
         Releases and Versions of Software, unless Equifax requests
         otherwise. For purposes of this Section, "reasonable currency" shall
         mean that the next Maintenance Release or Version is installed not
         later than the longer of (i) twelve (12) months after the date the
         licensor makes such Maintenance Release or Version commercially
         available, or (ii) within one (1) month after the date the licensor
         makes a subsequent Maintenance Release or Version commercially
         available which causes Equifax to be more than one Maintenance
         Release or Version behind, unless such Maintenance Release or
         Version contains defects, Viruses, Disabling Code or similar
         infirmities identified by the Parties, or either of them, that will
         adversely affect Equifax's operations, in which case, the previous
         Maintenance Release or Version will be deemed "reasonably current".

         In the event Equifax requests IBM to expedite installation of a
         Maintenance Release or Version or to delay the installation of a
         Maintenance Release or Version of specific Software beyond such
         period or requires operation and maintenance of multiple Versions of
         Software, IBM shall do so, provided, that if IBM reasonably


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Equifax / IBM Confidential

         determines that it will incur any additional costs as a result of
         such requests (e.g., Software support costs due to withdrawal of
         maintenance by the licensor, multiple version charges, etc.) for
         resources not otherwise required to provide the Services under the
         applicable Transaction Document or covered under a current Resource
         Unit Baseline for such Transaction Document, then IBM will notify
         Equifax of the amount of such costs in writing and Equifax, at its
         option, will either delay installation of such Maintenance Release
         or Version or update the Software to the current level (as
         applicable) or reimburse IBM for any demonstrable costs. The
         installation and promotion into production of each Maintenance
         Release and Version shall be performed in accordance with the Change
         Control Process.

         In addition, Equifax shall relieve IBM from any failure to meet a
         Performance Standard or Minimum Service Level to the extent directly
         impacted by the delay or acceleration of the next Maintenance
         Release or Version until such time as the affected Software is
         brought to "reasonable currency" as defined in this SECTION 3.9.

3.10     VIRUSES

         IBM will take commercially reasonable measures to ensure that no
         Viruses or similar items are coded or introduced into the System and
         the operating environments used to provide the Services. IBM will
         continue to perform the Virus protection and correction procedures
         and processes in place at the Equifax Group prior to the
         Commencement Date of each Transaction Document, and will continue to
         review, analyze and implement improvements to and upgrades of such
         virus prevention and correction programs and processes that are
         commercially reasonable and consistent with industry standards. If a
         Virus is found to have been introduced into the System and the
         operating environments used to provide the Services, IBM shall use
         commercially reasonable efforts and diligently work to eliminate the
         effects of the Virus; provided, however, IBM shall take immediate
         action if required due to the nature or severity of the Vir\us'
         proliferation. The Party causing or permitting a Virus to be
         introduced into the System shall bear the costs associated with such
         efforts. Notwithstanding any other term of this SECTION 3.10,
         neither Party shall be liable to the other Party or any of its
         Affiliates for any such costs incurred by any of them with respect
         to items and areas outside of the System. If the Equifax Group
         introduces or permits the introduction of a Virus, IBM shall be
         relieved of the Performance Standards and Minimum Service Levels to
         the extent such Virus impacts IBM's ability to satisfy such
         Performance Standards and Minimum Service Levels.

3.11     SOFTWARE - SUBSTITUTIONS AND ADDITIONS

a)       If Equifax requests a substitution of any Software under any
         Transaction Document for which IBM has financial responsibility,
         Equifax shall pay or receive a credit in the amount by which the
         periodic license or maintenance fees attributable to the substituted
         Software exceeds or is less than the then-current periodic license
         or maintenance fees being paid by IBM attributable to the Software
         being replaced. If Equifax requests deletion of any Software for
         which IBM has financial responsibility from the Schedules to a
         Transaction Document and does not immediately substitute any other
         new Software therefor, Equifax may utilize an amount equal to the
         then-current applicable periodic license and/or maintenance fees
         attributable to such deleted Software to offset the fees
         attributable to any new Software or receive a credit in such amount.
         IBM will provide Equifax with the requisite license and/or
         maintenance fees support documentation to assist Equifax in
         evaluating the decision to replace such Software. Equifax will be
         responsible for any other fees payable to the Software vendor
         associated with such substitutions or additions.

b)       Equifax may add Software to, or delete Software from, the Schedules
         to any Transaction Document. IBM agrees to promote into or remove
         from production, use and operate any Software selected by Equifax;
         provided, however, that any resources (software, hardware,
         personnel, etc.) required to install, delete and/or operate such
         added Software that is not otherwise required to provide the
         Services under such Transaction


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         Document, or covered under a current Resource Unit Baseline for such
         Transaction Document, will be provided as New Services pursuant to
         SECTIONS 3.12. Equifax shall be permitted by IBM to audit, control
         and approve all new Software prior to its promotion into production,
         and IBM shall provide the cooperation, information and access
         necessary or appropriate to permit Equifax to perform such functions.

c)       If IBM timely notifies Equifax that any software requested by Equifax
         be substituted for, deleted from, or added to, the Software will have
         an adverse impact on the operation of the System before such action
         is effected and Equifax directs IBM to effect such action even in
         view of such notice, IBM shall be relieved of any failure to satisfy
         the Performance Standards and Minimum Service Levels to the extent,
         and only to the extent, such action affects IBM's ability to satisfy
         such Performance Standards and Minimum Services Levels.

3.12     NEW SERVICES

a)       During the Term, Equifax may request IBM to perform a "NEW SERVICES"
         (defined as an additional function, responsibility or task under any
         Transaction Document that requires resources for which there is no
         current Resource Unit Baseline or charging methodology under such
         Transaction Document, that is, such function, responsibility or task
         is not included in the Monthly Charge and is not charged separately
         under another methodology other than this New Services provision).
         Further, Equifax's request for a New Service may include a request
         for IBM to correspondingly reduce or eliminate one or more existing
         elements of the Services then being provided under the applicable
         Transaction Document that are being replaced by the New Services. In
         such event, IBM shall determine the resources and expenses related
         to the element or elements of the Services being reduced or
         eliminated and those required for the New Services being added.

         Promptly after receiving each request for New Services from Equifax,
         IBM will provide a written quote for such New Services to Equifax
         setting forth the net increase or decrease allocable to the
         resources and expenses eliminated and/or added in the Monthly Charge
         and/or other charging methodologies under the applicable Transaction
         Document, and as applicable, increases and decreases in existing
         Resource Unit Baselines and additional Resource Unit Baselines, if
         any, that will be attributable to such New Services, and will
         concurrently deliver to Equifax as a part of such quote a detailed
         description of and proposal for the New Services together with a
         report regarding the ramifications and impacts of such New Services
         on the Services under such Transaction Document. All changes in the
         Monthly Charge and other charging methodologies will be based upon
         the required proportional increase in personnel, System and other
         resources applicable to the New Services relative to the Monthly
         Charge and existing other charging methodologies. Upon receipt of
         such quote and other documentation, Equifax may then elect to have
         IBM perform the New Services, and the Monthly Charge and, if
         applicable, other charging methodologies and Resource Unit Baselines
         under such Transaction Document will be established and/or adjusted
         to reflect such New Services in a written amendment to the Agreement
         in accordance with SECTION 17.2. Notwithstanding the foregoing,
         nothing herein shall be deemed to obligate Equifax to obtain New
         Services from IBM.

b)       The Parties agree that changes during the Term in functions,
         responsibilities and tasks that are within the scope of the Services
         will not be deemed to be New Services, if such functions,
         responsibilities and tasks evolved or were supplemented and enhanced
         during the Term by IBM in its sole discretion or pursuant to the
         provisions of the Agreement.

3.13     AFFILIATES

If the Equifax Group acquires any additional Affiliates or other operations or
assets during the Term and desires that IBM provide the Services for such
Affiliates or other operations or assets, IBM will provide such Affiliates or
other


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Equifax / IBM Confidential

operations or assets with Services in accordance with the Agreement,
subject to additional charges if acceptance of such responsibilities by IBM
would require usage of Baseline Resources in excess of the Baseline Resources
set forth in the Agreement or additional charges if acceptance of such
responsibilities by IBM would require the performance of New Services as
described in SECTION 3.12.

4.       WARRANTIES/REPRESENTATIONS/COVENANTS

4.1      WORK STANDARDS

IBM warrants, represents and covenants that (a) it has, and during the Term will
have, and each of the IBM employees and subcontractors that it will use to
provide and perform the Services has and during the Term will have, the
necessary knowledge, skills, experience, qualifications and resources to provide
and perform the Services in accordance with the Agreement; (b) it has
successfully provided and performed the Services or services that are
substantially similar to the Services for other customers of IBM; and (c) the
Services will be performed for the Equifax Group in a diligent, workmanlike
manner in accordance with industry standards applicable to the performance of
such services.

4.2      NONINFRINGEMENT

Each of the Parties covenants that it will perform its responsibilities under
the Agreement in a manner that does not infringe, or constitute an infringement
or misappropriation of, any patent, trade secret, copyright or other proprietary
right of any third party. Notwithstanding this provision or any other provision
in the Agreement, Equifax makes no warranty or representation with respect to
any claims for such infringement or misappropriation by virtue of its compliance
with obligations herein to provide IBM access to, use of or benefits of any
Third Party Agreements prior to receiving the necessary Required Consents;
provided, however, that this SECTION 4.2 shall not relieve Equifax from any
liability or obligation under SECTIONS 8.2 and 14.2.

4.3      DISABLING CODE

IBM covenants that IBM will take commercially reasonable steps to ensure that no
Disabling Code in the Systems Software will be permitted to be invoked without
the prior written consent of Equifax. IBM further covenants that with respect to
any Disabling Code that may be part of the Systems Software, IBM will not
knowingly invoke Disabling Code at any time, including upon expiration or
termination of the Agreement or any Transaction Document for any reason, without
Equifax's prior written consent.

4.4      AUTHORIZATION AND ENFORCEABILITY

Each Party hereby represents and warrants that:

a)       it has all requisite corporate power and authority to enter, and
         fully perform pursuant to, into the Agreement;

b)       the execution, delivery and performance of the Agreement and the
         consummation of the transactions contemplated hereby have been duly
         and properly authorized by all requisite corporate action on its
         part; and

c) the Agreement has been duly executed and delivered by such Party.

4.5      DISCLAIMER

a)       IBM does not warrant the accuracy of any advice, report, data or
         other product delivered to Equifax to the

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         extent any inaccuracies are caused by data and/or software provided
         by Equifax. Such products are delivered AS IS, and IBM shall not be
         liable for any inaccuracy therein. IBM will promptly notify Equifax
         of any such inaccuracies of which IBM becomes aware and the cause
         therefore if known by IBM. IBM will provide commercially reasonable
         assistance to Equifax to remedy such problems.

b)       Subject to the obligations of IBM to satisfy the Performance
         Standards and Minimum Service Levels and provide the Services as set
         forth in the Agreement without material denigration or interruption,
         IBM does not assure uninterrupted or error-free operations of the
         Software and Machines.

c)       Except as set forth in a Transaction Document, IBM is not providing
         any Year 2000 Services under the Agreement. IBM shall not be
         responsible for its failure to perform any of its obligations
         (including, for example, failure to meet Performance Standards or
         Minimum Service Levels) under the Agreement, if such failure is the
         result of the inability of

         1)       Equifax's,

         2)       a third party's or

         3)       IBM's products installed prior to the Execution Date of a
                  Transaction Document

         (for example, software, hardware or firmware) ("OTHER PRODUCTS") to
         correctly exchange, process and handle date data (including, but not
         limited to, calculating, comparing and sequencing) within, from, into
         and between the twentieth and twenty-first centuries, and the years
         1999 and 2000, including leap year calculations.

d)       IBM assumes no responsibilities or obligations to cause products or
         deliverables provided by IBM to accurately exchange date data with
         Other Products or to cause Other Products to accurately exchange date
         data with products or deliverables provided by IBM.

E)       EXCEPT AS PROVIDED IN THE AGREEMENT, THERE ARE NO OTHER EXPRESS
         WARRANTIES OR COVENANTS, AND THERE ARE NO IMPLIED WARRANTIES OR
         COVENANTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
         COVENANTS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.6      REGULATORY PROCEEDINGS AND COMPLIANCE WITH LAWS

Each Party agrees at its cost and expense to obtain all necessary regulatory
approvals applicable to its business, to obtain any necessary permits for its
business, and to comply with all laws and regulatory requirements applicable to
the performance of its obligations under the Agreement.

4.7      YEAR 2000 WARRANTY

IBM warrants that products manufactured or distributed by IBM and bearing a logo
of IBM and/or an IBM Affiliate ("IBM Logo Products") that are provided under the
Agreement and installed after the Execution Date of a Transaction Document and
used to provide Services under the Agreement will be IBM Year 2000 Compliant,
unless IBM notifies Equifax of its intention to install a non-IBM Year 2000
Compliant IBM Logo Product and Equifax agrees in writing to such installation.


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4.8      COVENANT OF COOPERATION AND GOOD FAITH

The Parties covenant to timely and diligently cooperate, with due consideration
of the goals, objectives and purposes of the Agreement, to facilitate the
performance of their respective duties and obligations under the Agreement in a
commercially reasonable manner. Further, the Parties agree to deal and negotiate
with each other and their respective Affiliates in good faith in the execution
and implementation of their duties and obligations under the Agreement.

5.       TRANSITION

5.1      TRANSITION PLAN

a)       Prior to the Commencement Date for each Transaction Document or such
         other date as the Parties may agree, IBM and Equifax through the
         Equifax/IBM Integrated Planning Team will have developed and agreed
         upon the "Transition Plan" set forth in SCHEDULE H to such
         Transaction Document, describing (i) the transition from the Equifax
         Group to IBM or its Affiliate of the Affected Employees, if any;
         (ii) the transition of the administration, management, operation
         under and financial responsibility for the Third Party Agreements
         from the Equifax Group to IBM or its Affiliate; and (iii) the
         transition of the performance of and responsibility for the other
         functions, responsibilities and tasks currently performed by the
         Equifax Group to IBM or its Affiliate which comprise the Services
         covered by such Transaction Document. The Transition Plan shall be
         implemented and completed over a mutually agreed period as set forth
         in the Transition Plan starting on the Commencement Date, which
         period shall not extend beyond a date certain set forth in such
         Transaction Document, without the prior written agreement of the
         Parties (the "TRANSITION PERIOD"). Notwithstanding the foregoing in
         this SECTION 5.1(a), IBM's and Equifax's responsibilities and
         obligations with respect to the Affected Employees, the Third Party
         Agreements and the other elements of the Services as set forth in
         the Agreement shall commence on the dates set forth in such
         Transaction Document, or if no date is set forth in such Transaction
         Document, the Commencement Date under such Transaction Document.

b)       During the Transition Period, Equifax will cooperate with IBM in
         implementing the Transition Plan by providing the personnel (or
         portions of the time of the personnel) set forth in the Transition Plan
         ("TRANSITION PERSONNEL") and performing the tasks described for Equifax
         in the Transition Plan. During the Transition Period, IBM will be
         responsible for the provision of the Services set forth in each
         Transaction Document (including within those Services the
         implementation of the Transition Plan).

5.2      AFFECTED EMPLOYEES

The Equifax Group may eliminate certain of the positions within the Equifax
Group associated with the Equifax In-Scope Operations commencing on the
Commencement Date under any Transaction Document and through the end of the
Transition Period under such Transaction Document. IBM will, with Equifax's
consent, offer employment to each of the individuals listed on SCHEDULE O to
such Transaction Document, in accordance with the employment guidelines set
forth on such Schedule (the "AFFECTED EMPLOYEES"). All costs and expenses
incurred by IBM in connection with the offer to employ and the employment of the
Affected Employees shall be the responsibility of IBM. IBM will promptly
reimburse Equifax for the amount of salary and benefit costs incurred by
Equifax, if any, with respect to each Affected Employee after the Commencement
Date for the period until they receive offers and reject such offers, become IBM
employees, or IBM determines not to offer employment to an Affected Employee in
accordance with its employment guidelines and notifies Equifax in writing of
such determination.


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5.3      RESOURCES AND FACILITIES

a)       To enable IBM to provide the Services, the Parties may agree under
         a Transaction Document for Equifax to provide, at no charge to IBM,
         the use of the Equifax Provided Hardware, Equifax Provided Office
         Furnishings, Equifax facilities, and offices services such as
         reasonable local analog telephone services for the sole purpose of
         providing and performing the Services covered by the Transaction
         Document for the Equifax Group. These obligations will generally not
         include the provision of (i) office, storage or equipment/Data
         Center space, parking facilities, or heat, light, power, air
         conditioning and other similar utilities which will be provided
         under a separate lease agreement between the members of the Equifax
         Group as lessor and IBM or its Affiliates as lessee for a portion of
         the Facilities, or (ii) office support services (e.g., janitorial
         and security), office supplies and similar services and consumables.
         All such items provided by Equifax shall comply with all applicable
         laws and regulations relating to safety and use. Subject to the
         satisfaction of Equifax's obligation with respect to compliance with
         applicable laws and regulations, IBM shall ensure a safe working
         environment is maintained with the Equifax Provided Hardware,
         Equifax Provided Office Furnishings and Equifax facilities in
         compliance with all applicable laws and regulations, and shall take
         no action that will compromise such safety of such working
         environment or violate such laws and regulations.

         When the Parties agree that the Equifax Provided Hardware and Equifax
         Provided Office Furnishings are no longer deemed necessary to perform
         the Services, Equifax's obligations set forth in this Section and in
         any Transaction Document with respect to each such item of resources
         shall terminate.

b)       Except as otherwise provided in the Agreement, IBM will have the
         responsibility and obligation to provide and administer, manage,
         support, maintain and pay for all resources (including, without
         limitation, personnel, hardware, software, facilities, services and
         other items, however described) necessary or appropriate for IBM to
         provide, perform and deliver the Services as described in the
         Agreement.

c)       IBM will provide and have on site as set forth in each Transaction
         Document its Project Executive under each such Transaction Document
         prior to the Commencement Date and for the duration of the term of each
         such Transaction Document, and will timely provide additional trained
         and qualified personnel as necessary or appropriate to facilitate and
         ensure the timely and proper definition, provision, performance and
         delivery of the Services in accordance with the Agreement.

d)       IBM will have the right to change the location of the IBM activities
         associated with the Services under any Transaction Document with the
         prior written consent of Equifax (which consent shall not be
         unreasonably withheld) and upon the occurrence of a Force Majeure
         Event. Among the factors Equifax may consider in determining whether
         to grant any such consent, Equifax may consider whether any and all
         changes in the location of such IBM activities may result (i) in a
         reduction of IBM's ability to perform the Services and the Business
         and Operations Support Plan; (ii) in any reduced accessibility to
         IBM and/or the Services by the Equifax Group; (iii) in any
         deterioration of the Services; (iv) any decrease in the security or
         integrity of operations and Company Information of the Equifax
         Group; and (v) in any additional cost to Equifax.

6.       INTEGRATED PLANNING TEAM/CHANGE CONTROL PROCESS

6.1      EQUIFAX/IBM INTEGRATED PLANNING TEAM

a)       The Parties shall form and participate in an Integrated Planning Team
         in accordance with the provisions of this SECTION 6 for the following
         purposes:

         (i)      to provide leadership and direction for the relationship over
                  the Term ;


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         (ii)     to define and forecast the resources required to be allocated
                  by IBM to perform and deliver the Services pursuant to the
                  procedures and processes for the preparation and update of the
                  "Business and Operations Support Plan";

        (iii)     to define and evaluate the objectives, substance, repricing
                  and performance of the Services and pricing of new and
                  replacement services;

        (iv)      to provide second level issue resolution for matters that the
                  line managers are unable to resolve; and

        (v)       to report to Equifax and IBM regarding each of the foregoing
                  areas.

b)       The Integrated Planning Team will be comprised of dedicated staffs from
         both Parties, representing technology and business management from
         multiple geographic locations, as provided in EXHIBIT 3 and each
         Transaction Document. The Integrated Planning Team will be co-chaired
         by Equifax's Senior Vice President - North American Technology and
         IBM's Senior Project Executive through the first year of the Term and
         then the Integrated Planning Team shall be co-chaired as mutually
         agreed by the Parties thereafter. The "Charter and Operating Procedures
         Guidelines" for the Integrated Planning Team are set forth in EXHIBIT 3
         and may be modified by the Parties from time to time during the Term
         upon agreement.

6.2      REPORTS/PROJECTIONS/PLANS

a)       Prior to the Execution Date of each Transaction Document, IBM will
         provide Equifax a plan showing the timing of the scheduled hardware
         and software upgrades and/or hardware refresh points during the term
         of such Transaction Document that are included in the Annual
         Services Charge and reflected in the Baselines. Such plan will be
         updated whenever there is a repricing of the current Services or the
         addition or replacement of Services under such Transaction Document
         through New Services pursuant to Section 3.12 herein. Charges and
         credits with respect to the acceleration, delay or cancellation of
         such upgrades and/or refresh are handled by the charging/credit and
         pricing adjustment processes set forth in this Agreement, Annual
         Services Charge adjustments, the Transaction Document and its
         Schedules (e.g., Baseline Adjustment, ARCs, RRCs, New Services,
         benchmarking, etc.).

b)       Commencing on June 30, 1998 and on June 30 and December 31 of each
         year of the Term thereafter, Equifax will provide to the Integrated
         Planning Team its projected business and volume requirements for the
         Services for the next twelve (12) and twenty-four (24) calendar
         months. Further, Equifax will provide to the Integrated Planning
         Team in the first week of each calendar quarter its forecasted
         business and volume requirement for the Services for the following
         calendar quarter. The quarterly forecast may be amended by Equifax
         on ninety-(90) days' prior written notice. Within thirty (30) days
         of receipt of each such projection and amendment, IBM will review
         and respond to the projections from Equifax with the technical
         provision requirements that it deems necessary to satisfy the
         business and volume requirements projected by Equifax. After review
         and acceptance by the Integrated Planning Team, the IBM response
         will be incorporated into the Business and Operations Support Plan.

c)       Commencing on September 30, 1998 and on March 31 and September 30 of

         each year during the Term, IBM will provide to the Integrated
         Planning Team the then current Business and Operations Support Plan.
         The Business and Operations Support Plan will be composed of a
         short-term, technical plan covering twelve (12) months and any
         long-range, strategic plan covering twenty-four (24) months, both of
         which will be driven by the Equifax Group's business goals and
         objectives as reflected in the projections described in 6.2(a)
         above. The short-term plan will include an identification of
         support, processes, systems, resources and changes required by the
         Equifax Group, and a projected time schedule for developing,
         integrating and


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         implementing the requirements. The long-range plan will treat the
         strategic aspects of the support of the business goals and
         objectives of the Equifax Group as set forth in the projections
         described in SECTION 6.2(a), including, without limitation, flexible
         use of resources managed by IBM as part of the Services in support
         of the Equifax Group's business priorities and strategies.

         IBM will draft the Business and Operations Support Plan with Equifax's
         active participation, cooperation and advice through the Integrated
         Planning Team. IBM will provide input for the plan regarding industry
         trends with respect to the Services and proposals with regard to the
         Services for process improvements, change management, skilled
         development, quality improvement, cost per Resource Unit reductions,
         increased efficiency and flexibility in operations and resource
         utilization, and enhance functionality. The final Business and
         Operations Support Plan for each six (6) month period will be provided
         by IBM based on the mutual agreement of the Parties, with any disputed
         matters being submitted to the dispute resolution process set forth in
         SECTION 16. The Business and Operations Support Plan will be reviewed
         and updated at least semi-annually thereafter. Any changes to the
         Agreement or the Services required by the Business and Operations
         Support Plan will be defined, approved and implemented in accordance
         with the Change Control Process set forth in SECTION 6.3.

6.3      CHANGE CONTROL PROCESS

Within ninety (90) days after the Effective Date and for the remainder of the
Term, the Parties shall define, establish, implement, document and maintain a
change control process for activities, processes, provisions and operations
under the Agreement including each Transaction Document and to evolve the
Services (the "Change Control Process"). The purposes and objectives of the
Change Control Process are (i) to determine whether a change to the System is
within the scope of the Services or constitutes a New Service under the
applicable Transaction Documents, (ii) to prioritize all requests for changes to
the System ("CHANGE REQUESTS"), (iii) to minimize the risk of exceeding both
time and cost estimates associated with the Change Requests by identifying,
documenting, quantifying, controlling, managing and communicating Change
Requests and their disposition and as applicable, implementation; and (iv) to
identify the different roles, responsibilities and actions that shall be assumed
and taken by the Parties to define and implement the changes to the System.

The Project Executives shall be the focal point for all Change Requests and
shall be responsible for promptly and diligently effecting the activities set
forth above in this SECTION 6.3 with respect to each Change Request.

The Change Control Process shall include, at a minimum:

      a.          Changes to the System may be requested by either Party. Since
                  a change may affect the price, schedule or other terms, both
                  the Equifax and IBM Project Executives must review and
                  approve, in writing, each Change Request before any change is
                  implemented.

      b.          The Party proposing a Change Request will write a Change
                  Request Form ("CRF"), describing the change, the rationale for
                  the change and the effect that change will have, if completed,
                  or the impact it will have, if rejected, on the Agreement, any
                  Transaction Document and/or the Services.

       c.         Equifax's or IBM's Project Executive, as appropriate, will
                  review the proposed Change Request. If accepted, the CRF will
                  be submitted to the other Party for review and approval. If
                  rejected, the CRF will be returned to the originator along
                  with the reason for rejection.

       d.         All material Change Requests shall be forwarded to the
                  Integrated Planning Team for review and approval prior to
                 implementation.


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       e.         Each approved Change Request will be implemented through a
                  written change authorization. If any Change Request results in
                  a change in scope, price, or terms and conditions, then the
                  Agreement and affected Transaction Document including the
                  Supplement and Schedules thereto, will be updated to reflect
                  the changes in scope, price or terms and conditions, as
                  appropriate pursuant to SECTION 17.2.

7.       SERVICES STAFFING/MANAGEMENT/ADMINISTRATION

7.1      PROJECT EXECUTIVES

a)       Prior to the Commencement Date under each Transaction Document, IBM and
         Equifax will each designate an individual to whom all communications to
         the appointing Party may be addressed and who has the authority to act
         for the appointing Party and its subcontractors in connection with all
         aspects of such Transaction Document (the "PROJECT EXECUTIVE").

b)       Unless otherwise provided in a Transaction Document, IBM shall cause
         each person assigned as a IBM Project Executive under each
         Transaction Document to devote substantially all of his or her
         working time and effort in the employ of IBM to his or her
         responsibilities for the provision of the Services under such
         Transaction Document as required by such Transaction Document,
         subject to IBM's reasonable holiday, vacation and medical leave
         policies and subject to occasional, short-term, non-recurring work
         on other assignments by IBM related to the Project Executive's areas
         of expertise. Before the initial and each subsequent assignment of
         an individual to such position, each Party shall notify the other
         Party of the proposed assignment, introduce the individual to
         appropriate representatives of the other Party, and IBM will,
         consistent with IBM's personnel practices, provide Equifax with a
         resume and any other information about a prospective IBM Project
         Executive reasonably requested by Equifax. Each Party agrees to
         discuss with the other Party any objections the other Party may have
         to such assignment.

c)       IBM will give Equifax at least ninety (90) days advance notice of a
         change of the person appointed as the IBM Project Executive under
         each Transaction Document, and will discuss with Equifax any
         objections Equifax may have to such change. IBM shall not reassign
         or replace any person assigned as the IBM Project Executive during
         the first year of his or her assignment to the Equifax service team
         under any Transaction Document, nor shall IBM assign more than four
         (4) different individuals to such position during the term of any
         Transaction Document, unless Equifax consents to such reassignment
         or replacement, or the IBM employee voluntarily resigns from IBM,
         requests a transfer, is terminated by IBM or is unable to work due
         to his or her death or disability.

7.2      REPLACEMENT OF PERSONNEL

If Equifax reasonably and in good faith determines that it is not in Equifax's
best interests for any IBM or subcontractor employee to be appointed to perform
or to continue performing any of the Services, Equifax shall give IBM written
notice specifying the reasons for its position and requesting that such employee
not be appointed or be removed from the IBM or IBM subcontractor employee group
servicing Equifax and be replaced with another IBM employee or IBM subcontractor
employee. Promptly after its receipt of such a notice, IBM shall investigate the
matters set forth in the notice, discuss with Equifax the results of the
investigation, and resolve the matter in a mutually agreeable manner.


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7.3      RETENTION OF EXPERIENCED PERSONNEL

If IBM fails under any Transaction Document to meet the Performance Standards or
Minimum Service Levels under any Transaction Document persistently or
continuously and if Equifax reasonably believes such failure is attributable in
whole or in part to IBM's reassignment, movement, or other changes in the human
resources allocated by IBM to the performance and delivery of the Services
pursuant to such Transaction Document or the Agreement and/or to the IBM
subcontractors assigned to the Equifax service team, Equifax will notify IBM of
such belief and the basis for such belief. Upon receipt of such notice from
Equifax, IBM (a) will promptly provide to Equifax a report setting forth IBM's
position regarding the matters raised by Equifax in its notice; (b) will meet
with Equifax to discuss the matters raised by Equifax in its notice and IBM's
positions with regard to such matters; and (c) will promptly and diligently take
commercially reasonable action to modify or eliminate any IBM practices and/or
processes identified as adversely impacting the performance and delivery of the
Services.

7.4      EFFICIENT USE OF RESOURCES

IBM shall take commercially reasonable actions (a) to efficiently administer,
manage, operate and use the resources employed by IBM to provide and perform the
Services that are chargeable to Equifax under the Agreement, and (b) to
diligently and continuously improve the performance and delivery of the Services
by IBM and the elements of the policies, processes, procedures and System that
are used by IBM to perform and deliver the Services, including, without
limitation, re-engineering, tuning, optimizing, balancing or reconfiguring the
processes, procedures and systems used to perform, deliver and track the
Services.

8.       RELATIONSHIP PROTOCOLS

8.1      EVOLVING NATURE OF RELATIONSHIP

a)       The Supplement and Schedules to each Transaction Document will be
         updated by the Parties as necessary or appropriate from time to time
         during the Term to accurately reflect the evolution of the Services and
         components and elements of the Services as described therein. The
         preceding sentence is not intended, nor is it authorization, to expand
         the scope of the Services except as provided pursuant to SECTION 3.12
         entitled "New Services."

b)       For the one hundred-eighty (180) days following the Commencement
         Date under each Transaction Document, IBM and Equifax reserve the
         right to inventory, validate and update any information that is
         reflected in or omitted from the Transaction Document and attached
         Supplement and/or Schedules. If discrepancies are detected, the
         Transaction Document, Supplement and/or Schedules shall be promptly
         changed, modified, updated and adjusted to correct such
         discrepancies upon mutual agreement, so that the Transaction
         Document, Supplement and/or Schedules will be correct and accurately
         reflect the Services and charges provided by IBM to Equifax Group.
         If either Party disputes the existence of a discrepancy identified
         by the other Party, the Parties will submit the matter to the
         Equifax/IBM Integrated Planning Team for dispute resolution as
         specified in SECTION 16.


c)       Both Equifax and IBM agree that the Services provided may require
         adjustments to reflect the evolving business and operations of the
         Equifax Group and IBM, that the relationship memorialized by the
         Agreement and the Transaction Documents is dynamic in nature and
         will evolve as the operating and business environment of the Equifax
         Group changes and evolves, and that the scope of the Services that
         will be provided by IBM during the Term and corresponding fees
         charged by IBM may be changed and modified with the written
         agreement of the Parties pursuant to the Change Control Process.
         Therefore, the Integrated Planning Team will periodically evaluate
         the business and operating strategies of each Party and recommend
         modifications to, and evolution of, the Services (including the
         Performance Standards and


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         Minimum  Service  Levels) to optimize  such  strategies  and
         determine the effect that any modifications of the Services may have
         on the fees chargeable by IBM under the Agreement.

8.2      REQUIRED CONSENTS

a)       The Equifax Group shall remain the contracting party of record for
         the Third Party Agreements allocable to each Transaction Document
         and to which the Equifax Group is a party on the Execution Date
         under each such Transaction Document. Equifax shall have the
         responsibility for timely obtaining all Required Consents under the
         Third Party Agreements allocable to a Transaction Document and to
         which the Equifax Group is a party, except Third Party Agreements to
         which IBM or any Affiliate of IBM is a party. IBM will provide
         Equifax with advice and counsel regarding IBM's experience and
         agreements with the third party vendors under the Third Party
         Agreements to which the Equifax Group is a party on the Execution
         Date under each such Transaction Document with regard to obtaining
         any Required Consents, and the benefit of any relationship of IBM
         with each such third-party vendor to the extent permitted under the
         IBM-third party vendor arrangement to obtain any Required Consent.
         IBM will have management and administrative responsibilities for
         obtaining all Required Consents under the Third Party Agreements
         allocable to each Transaction Document existing on the Execution
         Date of each such Transaction Document, subject to the consent of
         Equifax to the terms of each such Required Consent. IBM shall have
         the responsibility for timely obtaining all Required Consents under
         Third Party Agreements allocable to a Transaction Document to which
         IBM or an Affiliate is a party, subject to the consent of Equifax to
         the terms of each such Required Consent. The provisions of this
         Section shall be applicable to New Services unless otherwise
         provided by the Parties in the documentation governing New Services.

b)       Subject to the provisions of SECTION 8.3, IBM will use commercially
         reasonable efforts to obtain, and will act as Equifax's attorney in
         fact in connection with obtaining, any Required Consents that are
         both (i) the obligation of Equifax under Section 8.2(a), and (ii)
         under Third Party Agreements allocable to a Transaction Document
         that are entered into after the Execution Date under such
         Transaction Document. Upon obtaining a third party vendor's
         agreement to terms for a Required Consent, the Required Consent
         shall be provided to Equifax for review, approval, and signature. If
         IBM is unable to obtain the Required Consent within a reasonable
         time in a form acceptable to Equifax, then the Parties' obligations
         with respect to the performance of, and payment for, any Services
         dependent on such Required Consent shall be determined in accordance
         with the provisions of SECTION 8.2(e).

c)       Subject to SECTION 8.2(d), Equifax shall bear the costs, if any, of
         obtaining all Required Consents, including without limitation, all
         charges and fees related to obtaining the Required Consents for the
         Third Party Agreements allocable to each Transaction Document and to
         which the Equifax Group is a party existing as of the Execution Date
         under each such Transaction Document, except agreements for software
         manufactured by IBM and its Affiliates and Third Party Agreements
         relating to Systems Software, Machine maintenance and Machine
         leases, IBM shall bear the costs of obtaining all Required Consents
         for the Third Party Agreements allocable to each Transaction
         Document existing as of the Execution Date under each Transaction
         Document and not described above as the responsibility of Equifax.
         For all Third Party Agreements allocable to each Transaction
         Document entered into after the Execution Date under each such
         Transaction Document, the Party requesting the product or service to
         which the Third Party Agreement relates shall bear the costs, if
         any, of obtaining Required Consents. In addition, Equifax shall bear
         the costs, if any, associated with the cancellation and re-licensing
         of any Software allocable to a Transaction Document and licensed by
         the Equifax Group prior to the Execution Date under such Transaction
         Document if required for IBM to provide the Services after the
         Commencement Date under such Transaction Document, except Software
         licensed from IBM or any Affiliate of IBM. IBM shall bear the cost,
         if any, associated with the cancellation and re-licensing of any
         Software allocable to a Transaction Document and licensed by the
         Equifax Group prior to the Execution Date under such Transaction


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         Document licensed from IBM or any Affiliate of IBM , if required for
         IBM to provide the Services after the Commencement Date under such
         Transaction  Document.  The provisions of this Section shall be
         applicable to New Services unless otherwise provided by the Parties
         in the documentation governing New Services

d)       Notwithstanding anything to the contrary in SECTION 8.2(c), IBM
         shall bear any costs allocable to Equifax under SECTION 8.2(c)
         provided that: (i) the costs are incurred because the third party
         vendor from whom a Required Consent is requested or who requires
         cancellation and re-licensing of Software has a pre-existing policy
         to charge for or not grant a Required Consent or to require
         cancellation and re-licensing of Software because of a dispute with
         IBM, (ii) the third party vendor does not have such a policy
         generally with respect to outsourcing vendors with whom the third
         party vendor does not have a dispute, (iii) the policy is not
         limited to IBM's outsourcing activities with the Equifax Group, and
         (iv) Equifax uses diligent and commercially reasonable efforts to
         convince the vendor to treat IBM on the same basis as other
         outsourcing vendors. In any such case, IBM may propose a
         functionally equivalent substitute, if available, for the product or
         service provided by the third party vendor, and Equifax will
         consider in good faith implementation of such substitute product or
         service. No substitute product or service will be implemented
         without the consent of Equifax, which shall not be unreasonably
         withheld. IBM's liability under this Section 8.2(d) shall be limited
         to the amounts charged by a third party vendor that are directly
         attributable to such third party vendor's pre-existing policy to
         charge for Required Consents or to require cancellation and
         relicensing of Software when IBM or another outsourcing vendor with
         which a dispute exists is the outsourcing services provider and
         shall not in any event include any amounts that would have otherwise
         been charged by such third party vendor if another outsourcing
         services provider was requesting a Required Consent or obtaining the
         right to access Software.

e)      Notwithstanding any other provision of the Agreement, no Services
         requiring a Required Consent shall commence and no Monthly Charge or
         other charge shall commence for such Services until all applicable
         Required Consents for such Services are obtained, unless otherwise
         agreed by the Parties; provided, however, that to the extent the
         Monthly Charge or other charge includes amounts that constitute
         unrecovered investment of IBM, such amounts will be due and payable
         to IBM by Equifax within a period not to exceed six (6) months
         following commencement of such Services. IBM will publish a list
         each month setting forth the status of each Required Consent until
         all Required Consents are obtained. Equifax shall timely cooperate
         with IBM in order to facilitate the proper and timely publication of
         such monthly Required Consents list. Subject to the foregoing
         portion of this SECTION 8.2(e), if any Required Consent is not
         obtained with respect to any of the Third Party Agreements existing
         as of the Commencement Date under any Transaction Document, and
         prior to the Commencement Date, the Parties agree to commence the
         provision of Services without such Required Consents, the Parties
         shall cooperate with each other in achieving a reasonable
         alternative arrangement for Equifax to continue to process its work
         with minimum interference to its business operations unless and
         until such Required Consents are obtained. The cost of achieving
         such reasonable alternative arrangement shall be borne by IBM if
         caused by Required Consents needed from (i) IBM or Affiliates of
         IBM, (ii) from the licensors of the IBM Software, and/or (iii) from
         third-party vendors under any Third Party Agreements treating
         outsourcing arrangements involving IBM as the services provider
         differently than their standard policies afforded to other
         outsourcing services providers generally as described in SECTION
         8.2(c), and in all other instances such cost shall be borne by
         Equifax.

8.3      APPOINTMENT AS ATTORNEY IN FACT

a)       Equifax appoints IBM as the attorney in fact of the members of the
         Equifax Group, and IBM accepts such papointment as a part of the
         Services, for the limited purposes of administering, managing,
         supporting, operating under and paying under the Third Party
         Agreements to which one or more members of the Equifax Group is a
         party, and to obtain certain Required Consents as provided in
         SECTION 8.2(b), in connection with the Services as contemplated by
         the Agreement. Equifax does not appoint IBM as the


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         attorney in fact of the members of the Equifax Group for the
         purposes of entering into oral or written agreements with any
         individual or business entity for or in the name of the Equifax
         Group or their Affiliates, without the prior express written
         approval of Equifax. Equifax agrees to promptly notify all Third
         Party Providers under the Third Party Agreements to which one or
         more members of the Equifax Group is a party of such appointment.
         Subject to its obligation to indemnify Equifax for any applicable
         penalties, damages, termination or other charges under SECTION 14.1,
         IBM may direct that the Equifax Group cancel, substitute, terminate,
         change or add to the Third Party Providers under the Third Party
         Agreements as it chooses so long as IBM continues to perform the
         Services in the manner required by the Agreement; provided, however,
         IBM must submit written notification to Equifax and obtain Equifax's
         written agreement prior to the cancellation, substitution,
         termination, change or addition of any Third Party Agreement to
         which one or more members of the Equifax Group is or will be a
         party. If Equifax does not respond to such notice from IBM within
         twenty-one (21) business days of Equifax's receipt of such notice,
         Equifax shall be deemed to have agreed to the cancellation,
         substitution, termination, change or addition described in the IBM
         notice. If any such cancellation, substitution, termination, change
         or addition of a Third Party Agreement will have an impact on the
         operations of users that are outside the scope of the Services and
         Equifax has notified IBM prior to the expiration of the Equifax
         response period described above of such impact and IBM elects to
         proceed, IBM will provide or cause to be provided the products
         and/or services that are the subject of such Third Party Agreement
         to the users that are outside the scope of the Services on terms no
         less favorable than the terms of the applicable Third Party
         Agreement.

b)       IBM will perform its obligations and responsibilities as an attorney
         in fact pursuant to SECTION 8.3(a) under all Third Party Agreements
         to which a member of the Equifax Group is a party subject to the
         provisions of the Agreement, including, without limitation, SECTION
         8.2, this SECTION 8.3, SECTION 9.1 and SECTION 11. Upon Equifax's
         request, IBM will provide to Equifax all information and
         documentation related to its activities as the Equifax Group's
         attorney in fact with regard to such Third Party Agreements. Equifax
         may terminate or provide additional restrictions on IBM's attorney
         in fact appointment with respect to any Third Party Agreement to
         which one or more of the members of the Equifax Group is a party if
         IBM (i) fails to pay any amount due in a timely manner; (ii) permits
         an actual default to occur; or (iii) does not diligently pursue the
         service and financial benefits available to the Equifax Group under
         such Third Party Agreement.

c)       Beginning on the Execution Date (as defined in the applicable
         Transaction Document) of each Transaction Document and for the term of
         each such Transaction Document, the Equifax Group will not enter into
         any new, or terminate or amend any existing, Third Party Agreement to
         which one or more members of the Equifax Group is a party that
         adversely impacts IBM's ability to provide the Services covered by such
         Transaction Document or increases IBM's cost of providing such Services
         without the prior written consent of IBM.

8.4      CONFLICTS OF INTERESTS

a)       Each Party recognizes that IBM personnel providing Services to the
         Equifax Group under the Agreement may perform similar services for
         others and the Agreement shall not prevent IBM from performing similar
         services for others subject to the restrictions set forth in SECTION 11
         AND/OR THE APPLICABLE TRANSACTION DOCUMENT; provided, however, IBM
         shall not use any of the Equifax Provided Hardware or Equifax Software
         or Equifax Provided Office Furnishings to perform similar services for
         others (including the IBM), without the prior written consent of
         Equifax.

b)       Neither Party, through its personnel at any site covered under a
         Transaction Document, shall knowingly, directly or indirectly, solicit
         any employee of the other Party or their Affiliates at such site during
         the Term of the Agreement unless otherwise agreed in writing by the
         Parties and except as provided in


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Equifax / IBM Confidential

         SECTION 12.6(g). Equifax or IBM employee's responses to or
         employment resulting from general public solicitations will be
         exempted from this provision.

c)       Any specific restrictions related to Key Employees shall be as
         specified in the applicable Transaction Document.

8.5      ALTERNATE PROVIDERS

a)       During the Term, Equifax shall have the right to retain third party
         suppliers to perform any service, function, responsibility, activity
         or task that is within the scope of the Services or would constitute
         a New Service pursuant to SECTION 3.12, or to perform any such
         services, functions, responsibilities or tasks (whether all or a
         part of the Services or the New Services) internally. IBM shall
         cooperate with any such third party supplier and Equifax as
         requested from time to time. Such cooperation shall include, without
         limitation, (i) providing reasonable physical and electronic access
         to the Facilities, the Data Center and the books and records in the
         possession of IBM regarding the Equifax Business and/or the
         Services; (ii) use of any Machines used by IBM to perform services
         for the Equifax Group for the Equifax Business; (iii) use of any of
         the Software (other than any Software where the underlying license
         agreement does not authorize such access and consent permitting such
         access and use has not been obtained); (iv) providing such
         information (subject to an appropriate confidentiality agreement, if
         appropriate) regarding the operating environment, System
         constraints, and other operating parameters as is reasonably
         necessary for the work product of the third party supplier of the
         Equifax Group to be compatible with the Services or New Services;
         and (v) such other reasonable cooperation as may be requested by
         Equifax.

b)       IBM's obligations hereunder shall be subject to the third party
         suppliers' compliance with reasonable Facilities and Data Center data
         and physical security and other applicable standards and procedures,
         execution of appropriate confidentiality agreements, and reasonable
         scheduling of computer time and access to other resources to be
         furnished by IBM pursuant to the Agreement.

c)       If IBM's cooperation with Equifax or any third party supplier

         performing work as described in SECTION 8.5(a), causes IBM to expend
         a material amount of additional resources and incur costs that IBM
         would not otherwise have expended but which fall within the scope of
         activities comprising the Services, such additional resources and
         costs will be charged to Equifax under the established charging
         mechanism and/or Resource Unit Baseline therefor; provided, however,
         if the additional resources expended and costs incurred are not
         within the scope of activities comprising the Services, Equifax
         shall reimburse IBM at its standard rates for such resources subject
         to SECTION 9.11 hereof and for such costs as invoiced. The Parties
         further agree that if in IBM's reasonable, good faith determination,
         a third party supplier's activities affect IBM's ability to meet the
         Performance Standards or otherwise provide the Services in
         accordance with the Agreement, IBM will provide written notice to
         Equifax of such determination. The Parties will cooperate to
         determine and verify whether such effect is caused by a third party
         supplier, the extent of such affect, and how to ameliorate any such
         effect. IBM shall be excused for any inability to meet the
         Performance Standards, Minimum Service Levels or otherwise provide
         any of the Services to the extent, and only for the period, any such
         third party supplier's activities directly affect and impact IBM's
         ability to meet any Performance Standard or Minimum Service Level or
         otherwise provide any of the Services in accordance with the
         Agreement.

d)       Equifax's retention of third party suppliers pursuant to this SECTION
         8.5 to perform services, functions, activities, tasks or
         responsibilities that are within the scope of the Services shall not
         relieve Equifax of its obligations set forth in the Agreement to pay
         IBM the charges applicable to such services, functions, activities,
         tasks or responsibilities as set forth in the Agreement, unless Equifax
         is relieved from such charge pursuant to a provision of the Agreement
         or by the agreement of IBM.


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8.6    USE OF SUBCONTRACTORS

a)     Within thirty (30) days after the Commencement Date under each such
       Transaction Document, the Parties will develop and prepare a list of
       approved subcontractors under each such Transaction Document that the
       Parties agree may be engaged by IBM to perform and deliver the part or
       portion of the Services indicated on such list as a subcontractor to IBM
       (the "Listed Subcontractors"). Affiliates of IBM shall be deemed to be
       Listed Subcontractors. With respect to subcontractors which are not
       Listed Subcontractors, IBM shall notify Equifax at least fifteen (15)
       business days prior to the proposed date of commencement by IBM of any
       subcontractor's activity with respect to the Equifax Group or the
       Services, in writing of a decision to delegate or subcontract a function,
       responsibility or task to a subcontractor, or to change subcontractors
       for any function, responsibility or task, (i) that could have a material
       affect on the quality, timing, cost, consistency or performance of the
       Services under any Transaction Document or on the operations of any
       member of the Equifax Group or on the security of the Equifax Group data,
       books and records, or Facilities, or on the Equifax Business as conducted
       by any member of the Equifax Group, or (ii) where the subcontractor will
       interface directly with the members of the Equifax Group. Upon Equifax's
       request, IBM shall promptly provide to Equifax information regarding the
       proposed new or replacement subcontractors in order to permit Equifax to
       determine whether to grant its consent to such delegation or change or
       subcontract. Such information shall include the scope of the Services to
       be delegated, and the experience, financial status, resources, and reason
       for selection of the proposed subcontractors. Subject to IBM's timely
       provision of the foregoing information to Equifax, Equifax shall be
       deemed to have accepted such delegation or subcontract or change that is
       the subject of the notification by IBM to Equifax, if Equifax has not
       notified IBM in writing of its good faith objections to such delegation
       or subcontract on or before the fifteenth (15th) day after receipt of
       such notice from IBM. IBM shall not delegate or subcontract or change
       subcontractors unless and until IBM and Equifax shall have resolved any
       objection timely made by Equifax to such proposed action by IBM. In
       addition, IBM shall not disclose any Confidential Information of the
       Equifax Group to any subcontractor unless and until such subcontractor
       has agreed in writing to protect the confidentiality of such Confidential
       Information in a manner equivalent to that required of IBM by SECTION 11.


b)     IBM shall remain primarily liable and obligated to Equifax for the timely
       and proper performance of all of its obligations hereunder even if such
       obligations are delegated to third party subcontractors (including,
       without limitation, Affiliates of IBM entering into Transaction Documents
       with Equifax and Affiliates of Equifax), and for the proper and timely
       performance and actions of any person or entity to which it delegates or
       subcontracts any such obligation.

8.7    EQUIFAX APPROVALS AND NOTIFICATION

For those areas of the Services where Equifax (a) has reserved a
right-of-approval, consent or agreement, (b) is required to provide
notification, and/or (c) is to perform a responsibility set forth in the
Agreement, and such approval, consent, notification or performance is delayed or
withheld beyond the period provided in the Agreement, including any Transaction
Document and the Supplement and the Schedules thereto, without authorization or
right and, such delay or withholding is not caused by IBM and affects IBM's
ability to provide the Services under the Agreement including any Transaction
Document and the Supplement and Schedules thereto, Equifax will relieve IBM of
the responsibility for meeting the Performance Standards and Minimum Service
Levels for that portion of the Services to the extent, but only to the extent,
directly affected by such delay or withholding. Equifax will reimburse IBM in
accordance with the Agreement for additional resources, if any, incurred during
such period as a direct result thereof. If not specified otherwise in the
Agreement, the period for such approval or notification shall be fifteen (15)
business days unless another time period is otherwise agreed by the Parties.

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9.     CHARGES/NEW SERVICES/INVOICES/PAYMENTS

9.1    DISBURSEMENTS

Beginning on the Commencement Date of each Transaction Document, IBM will pay as
part of the Services covered by such Transaction Document the Third Party
Providers for the provision of the software, products and services under the
Third Party Agreements as set forth in the applicable Transaction Document. In
addition, IBM will reimburse Equifax in a timely manner for payments to such
Third Party Providers by the Equifax Group for amounts allocable to periods on
and after the Commencement Date under each such Transaction Document. Equifax
will promptly reimburse IBM for all payments to such Third Party Providers made
by IBM if such payments are allocable to the periods prior to any such
Commencement Date and are not otherwise the responsibility of IBM under the
Agreement. If IBM should receive during the Term any refund, credit or other
rebate in respect of such Third Party Agreements which is attributable to a
period prior to the Commencement Date under the applicable Transaction Document,
IBM will promptly notify Equifax of such refund, credit or rebate and will
promptly pay to Equifax the full amount of such refund, credit or rebate. If
Equifax should receive during the Term any refund, credit or other rebate in
respect of such Third Party Agreements which is attributable to a period after
the Commencement Date under the applicable Transaction Document, Equifax will
promptly notify IBM of such refund, credit or rebate and will promptly pay to
IBM the full amount of such refund, credit or rebate.

9.2    MONTHLY CHARGE

For each month of each Contract Year during the term under each Transaction
Document, Equifax agrees to pay the Monthly Charge as specified in the
Supplement and Schedules to such Transaction Document, together with the other
amounts as described in this SECTION 9.

All periodic charges under each Transaction Document are to be computed on a
calendar month basis, and will be prorated for any partial month, unless
specifically stated otherwise in the Agreement (including the applicable
Transaction Document).

On a monthly basis IBM will invoice Equifax the Monthly Charge under each
Transaction Document for that month in advance, as specified in the Supplement
and Schedules to each such Transaction Document. The invoices will separately
state applicable taxes owed by Equifax by tax jurisdiction, and charges for
other elements comprising the Monthly Charge as determined by the Parties
pursuant to SECTION 9.5(b).

9.3    ADDITIONAL CHARGES

Beginning at the end of the first full calendar quarter following the Transition
Period under each Transaction Document and at the end of each calendar quarter
thereafter during the term of each Transaction Document, Equifax and IBM will
review the quantity of Resource Units utilized by Equifax during the preceding
calendar quarter and calculate the net monthly Unplanned Resource Units utilized
by Equifax during such quarter. Equifax and IBM will calculate the charges
applicable to such net monthly Unplanned Resource Units for such quarter in
accordance with the Schedule addressing charges under each Transaction Document,
and Equifax will pay the amount of the result of such calculation in accordance
with SECTION 9.7.

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9.4    COST OF LIVING ADJUSTMENT

IBM will charge or credit Equifax a Cost of Living Adjustment ("COLA") under
each Transaction Document in accordance with the procedures set forth in
SCHEDULE J to each such Transaction Document beginning after the Commencement
Date under each such Transaction Document, as set forth in such Schedule.

9.5    TAXES

a)     The disbursements described in SECTION 9.1, the Monthly Charges described
       in SECTION 9.2, the additional charges described in SECTION 9.3 and the
       COLA described in SECTION 9.4, paid by Equifax are inclusive of
       applicable sales, use, excise, personal property or other similar taxes
       attributable to the period on or after the Commencement Date under each
       Transaction Document based upon or measured by (i) IBM's cost in
       acquiring or providing equipment, materials, supplies or third party
       services furnished to or used by IBM in providing and performing the
       Services, (ii) the value or cost of the IBM Machines and IBM Software;
       and (iii) all taxes payable by IBM with respect to its revenues, income
       and profit; provided, however, Equifax will be responsible for paying all
       personal property or use taxes due on or with respect to Equifax Provided
       Hardware, Equifax Software and Equifax Provided Office Furnishings. Each
       Party shall bear sole responsibility for all taxes, assessments and other
       real property-related levies on its owned or leased real property.

b)     The Parties agree to reasonably cooperate with each other in good faith
       to more accurately determine and reflect each Party's tax liability and
       to minimize such liability to the extent legally permissible. Each Party
       shall provide and make available to the other any resale certificates and
       other exemption certificates or information reasonably requested by
       either Party. The Parties will also work together to segregate the
       Monthly Charges and other charges, reimbursements and amounts payable
       hereunder, into separate payment accounts charged under separate
       invoices, as appropriate, for Services and the components of the Services
       (i.e., components that are taxable and nontaxable, including those for
       which a sales, use or similar tax has already been paid by IBM and for
       which IBM functions merely as a paying agent for Equifax in receiving
       goods, supplies or services including licensing arrangements that
       otherwise are nontaxable or have previously been subjected to tax,
       components that are capitalized, and components that are expensed).

c)     Notwithstanding any other provision of the Agreement, if a services,
       value added or similar tax is assessed on IBM's provision of the Services
       (or any New Services) to Equifax or on IBM's charges to Equifax under the
       Agreement, Equifax will be responsible for and pay the amount of any such
       tax.

9.6    NEW SERVICES

a)     The charges for New Services will be integrated into the Supplement and
       Schedules to the affected Transaction Document in accordance with
       SECTIONS 3.12 and 17.2.

b)     If the Parties cannot agree either that a function, responsibility or
       task falls within the definition of a New Service, IBM shall nevertheless
       perform the disputed function, responsibility or task if requested by
       Equifax. The determination of whether any function, responsibility or
       task is a New Service will be determined pursuant to the dispute
       resolution provisions in SECTION 16. Equifax shall pay fifty percent
       (50%) of any charges for the disputed function, responsibility or task
       under this SECTION 9.6 to IBM and fifty percent (50%) of any charges for
       the disputed function, responsibility or task under this SECTION 9.6
       shall be held by Equifax or paid into an interest bearing escrow account
       in accordance with SECTION 9.12, if requested by IBM, pending a
       resolution of the dispute in accordance with SECTION 16. Any payment to
       Equifax of any such disputed charge paid by Equifax to IBM and into
       escrow pursuant to this SECTION 9.6 after resolution of the applicable
       dispute, shall be paid first from the amount in escrow with

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       respect to such dispute and then by IBM. All amounts not in escrow and
       payable directly by either Party to the other Party upon resolution of
       the dispute with respect to which amounts are payable shall be paid
       promptly upon resolution of the disputed charge together with interest at
       the rate of one percent (1%) per month from the date that the payment was
       originally due to IBM from Equifax under the Agreement through the date
       of payment by IBM to Equifax.

9.7    INVOICE PAYMENT

At its election, Equifax will pay each invoice for charges under the Agreement
either by wire funds transfer or other electronic means acceptable to IBM to an
account specified by IBM or by bank check, within the calendar month in which
such invoice is received by Equifax, provided Equifax receives such invoice on
or before the tenth (10th) day of such month; otherwise such payment shall be
made within thirty (30) days after the date of Equifax's receipt of the invoice.
In the event that any invoice payment is not received by IBM within ten (10)
business days following the date specified for such payment herein, a late
payment fee of one percent (1%) per month, or the maximum amount permissible by
law, whichever is less, of the unpaid, late invoice payment will be due and
payable by Equifax to IBM from the date such payment became overdue through the
date of payment to IBM.

No invoice for charges for any of the Services shall be delivered to Equifax
until after the Services which are the subject of such invoice have been
provided to the Equifax Group; provided, however, any Services that are
expressly stated in the Agreement as prepaid or paid in advance shall be
excluded from the limitation of this sentence to the extent, but only to the
extent, expressly set forth in the Agreement.

9.8    BENCHMARK STUDY

a)     At the end of the first * * * years of the Term and at the end of
       each * * * year period thereafter, Equifax U.S. may elect to have a
       benchmark study performed for all in-scope Towers on a Transaction
       Document basis or for any subset of such Towers. The cost payable to a
       third party benchmark organization for the benchmark activity will be
       split equally by the Parties. The Parties will jointly designate and
       engage the third party benchmark organization. The benchmark study will
       focus on outsourcing services providers that regularly provide the full
       range of Services provided by IBM to the Equifax Group under the
       Agreement and on the outsourcing engagements of those providers for
       substantially similar services in substantially similar quantities.

b)     Each Transaction Document will set forth a price/performance value for
       each Tower included in Services provided under such Transaction Document
       and the scale or system against which such price/performance value was
       determined (the "Performance Value"). The Performance Value will be
       either the Norm or an agreed deviation from the Norm, and the Parties
       shall exercise the rights and obligations described herein if IBM's
       overall performance rating with respect to the Services is not as good as
       the agreed upon Performance Value. For purposes of the Agreement, the
       "NORM" shall be the average price/performance of all customers (both
       outsourced and non-outsourced customers) being compared during the
       benchmark study against the scale or system pursuant to which such
       customers were measured.

c)     The result of each benchmark study will be submitted to the IPT, Equifax
       and IBM. In the event that the benchmark study indicates that IBM's
       overall performance rating as compared to the applicable Performance
       Value rating for any Tower under a Transaction Document is not as good as
       the Performance Value for such Tower(s), the IPT will promptly use such
       study as an evaluative tool to identify opportunities for improvements in
       the technical configuration, performance, cost and/or aggregate pricing
       of the Services allocable to such Tower(s).

d)     With respect to each area identified by the IPT in each benchmark study
       as an area for improvement in the


* * * Indicates omitted material that is the subject of a Confidential
Treatment Request filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933.

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       technical configuration, performance, cost and/or aggregate pricing of
       the Services allocable to the Tower which is the subject of the study, as
       set forth in SECTION 9.8(c), IBM will (i) with the cooperation of
       Equifax, prepare and submit to the IPT an action plan, including an
       estimated completion date, to conform each identified area for
       improvement to the agreed Performance Value, (ii) start the
       implementation of such plan within six (6) months of the identification
       by the IPT of such area, and (iii) proceed in a commercially reasonable
       manner to complete the plan in the agreed period, to conform such area to
       the agreed Performance Value. Equifax will cooperate with IBM in a
       commercially reasonable manner to assist IBM in this activity.
       Notwithstanding the foregoing, IBM may, at its sole discretion, elect to
       adjust its pricing on a prospective basis so as to meet the agreed
       Performance Value.

e)     Completion of the agreed improvement plan or adjustment of the price, as
       set forth in Section 9.8(d), shall be IBM's complete obligation with
       respect to the benchmark study results.

f)     In the event that IBM shall fail to comply with the requirements of
       SECTION 9.8(d) as to one or more Towers, Equifax may terminate the
       applicable Transaction Document with respect to the Tower(s) as to which
       IBM has failed to comply with the requirements of SECTION 9.8(d), take
       the Services allocable to such Tower(s) in-house or place them with a
       third party outsourcing services provider, and take such portion of the
       Services out of the scope of the Services and receive a credit for such
       reduction in the Services against the charges for the Services allocable
       to such Tower(s). Upon such termination, Equifax will not be required to
       pay any Termination Charge allocable to such Tower(s), but will be
       required to pay any Wind-Down Expenses allocable to such Tower(s).

g)     Nothing in this SECTION 9.8 shall be deemed to reduce or increase the
       obligations of IBM to provide the Services and/or satisfy the Performance
       Standards and Minimum Service Levels as set forth in the Agreement.

9.9    SERVICE CREDITS

If IBM fails to provide the Services in accordance with the Minimum Service
Levels set forth in any Transaction Document, IBM shall incur the charges set
forth in a Schedule to such Transaction Document (each, a "Service Credit";
collectively, the "SERVICE CREDITS") against the amounts owed to IBM for the
second month following the month in which the Service Credits were incurred. The
Parties agree that the Service Credits are a fair estimate of the damages that
the Equifax Group will incur for each event for which a Service Credit is
granted in the Agreement, that the actual damages incurred by the Equifax Group
in each such event would be difficult and costly to determine, and that the
Service Credits are liquidated damages awarded in lieu of actual damages
incurred by the Equifax Group. The Parties agree that the Service Credits are
not penalties and are the sole and exclusive remedy of Equifax with respect to
the incident or event with respect to which such Service Credits are paid or
credited by IBM to Equifax subject to and as limited by the provisions of
SECTIONS 12 AND 13.

9.10   OTHER CREDITS

Except as otherwise set forth in the Agreement, with respect to any amount to be
paid or reimbursed to Equifax by IBM at the time any such amount is due and
payable to Equifax, IBM may pay that amount to Equifax by applying a credit for
the month such amount is due and payable against the charges otherwise payable
to IBM under the Agreement, at IBM's option. Notwithstanding the foregoing, if
the amount to be so paid or reimbursed by IBM in any specific month, exceeds the
charges to Equifax for such month, IBM shall promptly pay any difference to
Equifax by check or wire transfer during such month. If IBM fails to pay any
amount due and payable to Equifax or fails to apply a credit during the month
such amount is due and payable, IBM shall pay or credit such amount together
with interest thereon payable at a rate of one percent (1%) per month, or the
maximum amount permissible by law, whichever is less, of the unpaid,

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late monies will be due and payable by IBM to Equifax from the date such monies
became due to Equifax through the date of payment or credit to Equifax.

9.11   COMMERCIALLY VALUED CUSTOMER

IBM will offer pricing to the Equifax Group for the Services provided pursuant
to a Transaction Document that will be at least as favorable as the pricing
extended by IBM, or in the case of a Transaction Document that has been assigned
to an IBM Affiliate, the pricing extended by IBM or such IBM Affiliate, to its
commercial customers within the same country after the Effective Date, who are
purchasing comparable services in similar or lesser volumes. Equifax may choose
to accept such pricing subject to any changes in terms and conditions to reflect
the terms and conditions under which IBM or such IBM Affiliate extended such
pricing to such other IBM customer or customers; provided, however, that the
provisions of this SECTION 9.11 apply only to initial pricing and repricing of
agreements entered into by IBM or IBM Affiliates with such customers after the
Effective Date.

9.12   DISPUTED CHARGES/CREDITS

In the event Equifax disputes the accuracy or applicability of a charge or
credit or other financial arrangement described in the Agreement (i.e., Monthly
Charge, Unplanned Resource Units, COLA, Service Credits, pass-through billings,
etc.), Equifax shall notify IBM of such dispute as soon as practicable after the
discrepancy has been discovered. The Parties will investigate and resolve the
dispute using the dispute resolution processes provided under SECTION 16 of the
Agreement. Any undisputed amounts contained in or applicable to an invoice will
be paid by Equifax and any undisputed credit amounts will be promptly credited
by IBM. Upon request of either Party, Equifax in the case of a disputed charge,
or IBM in the case of a disputed credit, shall place the disputed amount in an
interest bearing escrow account established for the benefit of the Parties,
until such dispute is resolved. Upon resolution of the dispute, the Parties
shall be paid any interest having accrued on the disputed amounts held in the
escrow account in connection with such dispute in proportion to the amount
received by each Party with respect to such dispute, and the Parties shall each
pay a portion of the escrow fees attributable to the disputed amount in an
inverse proportion to the percentage of the disputed amount paid to each Party.
Unpaid and uncredited monies that are in dispute and placed in escrow will not
be considered a basis for monetary default under the Agreement.

9.13   REDUCTION OF EQUIFAX WORK

a)     If, during the Term, Equifax experiences significant changes in the scope
       or nature of its business which have or are reasonably expected to have
       the effect of causing a substantive and sustained decrease in the amount
       of IBM resources used in performing the Services, provided such decreases
       are not due to Equifax resuming the provision of such Services by itself
       or Equifax transferring the provision of such Services to another vendor,
       such changes shall be governed by this SECTION 9.13. Examples of the
       kinds of events that might cause such substantial decreases are:

       1)     changes in Equifax's products or markets;

       2)     mergers, acquisitions or divestitures; or

       3)     changes in market priorities.

b)     Equifax will notify IBM of any event or discrete set of events which
       Equifax believes qualifies under this SECTION 9.13, and IBM will identify
       in a plan that will be submitted to Equifax for review and acceptance,
       any changes that can be made to accommodate such decrease of resource
       requirements in a cost-effective manner without disruption to Equifax's
       ongoing operations, and the cost savings that will result therefrom.

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c)     Upon acceptance by Equifax, IBM will make any applicable adjustments to
       the Annual Service Charge and the related Baselines to reflect the
       foregoing and distribute an amended Supplement to the Parties.

d)     Equifax may, at its option and expense, employ an accredited and
       independent auditor to verify IBM's methodology for calculating the
       savings referenced above conforms to accepted accounting practices.

10.    INTELLECTUAL PROPERTY RIGHTS

IBM, the members of the Equifax Group and their respective contractors and
subcontractors may develop, create, modify or personalize (collectively,
"DEVELOP") certain computer programming code, including source and object code
("CODE") and other Materials in order to perform the Services. The provisions of
this SECTION 10 set forth the respective rights of Equifax and IBM in such Code
and other Materials. This SECTION 10 does not apply to development,
modification, creation, or personalization of templates for commercially
available IBM products (for example, Lotus Notes templates). To the extent that
Services under any Transaction Document include the development, modification,
creation or personalization of such templates, rights with respect to such
templates will be set forth in the applicable Transaction Document or applicable
Schedule(s).

10.1   OWNERSHIP OF MATERIALS

With respect to any Materials whether Developed solely by IBM or its
subcontractors, or jointly by the Equifax Group personnel or their
subcontractors and IBM or its subcontractors, ownership will be as follows:

a)     Equifax Code, Equifax Derivative Code and Equifax Works shall be owned by
       Equifax or another member of the Equifax Group, as applicable. During the
       Term, IBM shall have an irrevocable, nonexclusive, worldwide, paid-up
       license to use, execute, reproduce, display, perform, operate,
       distribute, modify, develop, personalize and create Derivative Works from
       such Materials internally, and the right to sublicense third parties to
       do any of the foregoing, for the sole purpose of performing the Services.

b)     IBM Code, IBM Derivative Code, IBM Works and IBM Interfaces shall be
       owned by IBM. During the Term , the Equifax Group shall have an
       irrevocable, nonexclusive, worldwide, paid-up license to use in the
       Equifax Business, execute, operate, reproduce, display, perform,
       distribute, modify, Develop, personalize and create Derivative Works
       from, such Materials internally, and the right to sublicense third
       parties to do any of the foregoing for the Equifax Group.

c)     With respect to any Materials whether or not Developed under the
       Agreement, which are or have been Developed solely by the Equifax Group
       personnel and/or their contractors, such Materials shall be owned by
       Equifax. IBM shall have an irrevocable, nonexclusive, worldwide, paid-up
       license to use, execute, operate, reproduce, display, perform,
       distribute, modify, Develop, personalize and create Derivative Works from
       such Materials internally and the right to sublicense third parties to do
       any of the foregoing, to the extent necessary and for the sole purpose of
       performing the Services during the Term.

d)     Any ownership or license rights herein granted to either Party or another
       member of the Equifax Group or any other Authorized Users are limited by
       and subject to any patents and copyrights held by, and terms and
       conditions of any license agreements with, applicable Third Party
       Providers.

e)     To the extent that by operation of law any of the Materials may not be
       owned by IBM or the Equifax Group to which ownership has been allocated
       under this SECTION 10, each Party agrees to promptly assign, or cause to
       be assigned, and take such actions and execute and deliver such documents
       as shall be necessary or appropriate to effect such assignment without
       further consideration. Each Party hereby assigns, without further
       consideration, the ownership of all right, title and interest in all U.S.
       and foreign copyrights, and

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       mask work rights (if any) in the Materials to the other Party as set
       forth in this SECTION 10. Such assignee shall have the right to obtain
       and hold in its own name or transfer patents and copyrights,
       applications, registrations, renewals and all other rights relating or
       pertinent thereto.

10.2   OBLIGATIONS REGARDING MATERIALS

a)     The Parties agree to reproduce copyright legends which appear on any
       portion of the Materials which may be owned by the Parties and any and
       all third parties.

b)     Except as set forth in SECTION 11, the Agreement shall not preclude
       either Party from Developing materials or providing services which are
       competitive to the Materials or Services which might be delivered
       pursuant to the Agreement, except to the extent any of same may infringe
       any of the other Party's patent rights, copyrights, trade secrets or mask
       work rights.

c)     Neither the Agreement nor any disclosure made hereunder grants any
       license to either Party under any patents rights, copyrights, mask work
       rights or trade secrets of the other Party, except for the licenses
       expressly granted under this SECTION 10 and SECTION 12.6 hereof.

d)     Each Party and their respective Affiliates shall have the right to
       develop commercialize, use, publish and distribute materials and/or
       intellectual property which may be substantially similar to the Materials
       (including, without limitation, computer programs and other copyrighted
       works) for their own use, for third parties or for other purposes
       provided that such activities are effected without breach of their
       obligations under the Agreement and do not infringe the intellectual
       property rights of the other Party and/or its Affiliates.

11.    CONFIDENTIALITY/DATA SECURITY

11.1   CONFIDENTIAL INFORMATION

IBM and Equifax each acknowledge that the other Party and/or its Affiliates
possesses and will continue to possess information, which has commercial value
in such other Party's and/or its Affiliates' business and is not in the public
domain. Such information has been created, discovered, developed by such other
Party and its Affiliates or provided to it by a third party, and such other
Party and/or its Affiliates holds property rights in such information by
assignment, license or otherwise. "CONFIDENTIAL INFORMATION" means with respect
to a Party, any and all proprietary business information of the disclosing Party
and/or its Affiliates and/or of third parties in the possession of the
disclosing Party and its Affiliates treated as secret by the disclosing Party
and its Affiliates (that is, it is the subject of efforts by the disclosing
Party and/or its Affiliates that are reasonable under the circumstances to
maintain its secrecy) that does not constitute a Trade Secret (defined below),
including, without limitation, the terms of the Agreement, and any and all
proprietary information in the possession of such disclosing Party and/or its
Affiliates of which the receiving Party and/or its Affiliates become aware as a
result of its access to and presence at the other Party's and/or its Affiliates'
facilities. "TRADE SECRETS" mean with respect to a Party, information related to
the services and/or business of the disclosing Party and/or its Affiliates
and/or of a third party which (a) derives economic value, actual or potential,
from not being generally known to or readily ascertainable by other persons who
can obtain economic value from its disclosure or use; and (b) is the subject of
efforts by the disclosing Party and/or its Affiliates that are reasonable under
the circumstances to maintain its secrecy, including without limitation (i)
marking any information reduced to tangible form clearly and conspicuously with
a legend identifying its confidential or proprietary nature; (ii) identifying
any oral presentation or communication as confidential immediately before,
during or after such oral presentation or communication; or (iii) otherwise,
treating such information as confidential or secret. Assuming the criteria in
sections (a) and (b) above are met, Trade Secrets include, but are not limited
to, technical and nontechnical data, formulas, patterns, compilations, computer
programs and software, devices, drawings, processes, methods, techniques,
designs,

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programs, financial plans, product plans, and lists of actual or potential
customers and suppliers. "COMPANY INFORMATION" means collectively the
Confidential Information and Trade Secrets. Company Information also includes
information which has been disclosed to either Party and/or its Affiliates by a
third party which such Party and/or its Affiliates is obligated to treat as
confidential or secret.

11.2   OBLIGATIONS

a)     Equifax and IBM will each refrain from disclosing, will hold as
       confidential, and will use the same level of care to prevent disclosure
       to third parties and to hold confidential, the Company Information of the
       other Party as it employs to avoid disclosure, publication or
       dissemination of its own information of a similar nature but in no event
       less than a reasonable standard of care. Notwithstanding the foregoing,
       the Parties and their Affiliates to which a Transaction Document is
       assigned may disclose Company Information in the case of Equifax and its
       Affiliates which accept assignment of a Transaction Document, to members
       of the Equifax Group, and in the case of both Parties and their
       Affiliates, which accept assignment of a Transaction Document, to the
       authorized contractors and subcontractors involved in providing and using
       the Services under the Agreement where: (i) such disclosure is necessary
       to permit the members of the Equifax Group and the contractor or
       subcontractor to perform its duties hereunder or use the Services; (ii)
       members of the Equifax Group and the contractor or subcontractor agree in
       writing to observe the confidentiality and restricted use and disclosure
       covenants and standards of care set forth in this SECTION 11 and IBM and
       Equifax are each third party beneficiaries for all purposes; and (iii)
       IBM in the case of Equifax Company Information received by IBM and/or its
       Affiliates and disclosed by them as permitted herein or Equifax in the
       case of IBM Company Information received by Equifax and/or its Affiliates
       and disclosed by them as permitted herein, assumes full responsibility
       for the acts or omissions of its Affiliates, contractors and
       subcontractors no less than if the acts or omissions were those of IBM
       and Equifax respectively.

b)     Neither Equifax nor IBM shall use the Company Information of the other
       Party except in the case of IBM and its Affiliates and subcontractors,
       (i) in connection with the performance of the Services and (ii) as
       otherwise specifically permitted in the Agreement, and in the case of
       Equifax, its contractors and other members of the Equifax Group, (A) as
       specifically permitted in the Agreement and (B) in connection with the
       use of the Services. IBM shall be responsible to ensure that its
       Affiliates and subcontractors comply with this SECTION 11.2(b) and
       Equifax shall be responsible to ensure that the members of the Equifax
       Group and its contractors comply with this SECTION 11.2(b).

c)     Without limiting the generality of the foregoing, neither Party nor their
       Affiliates will publicly disclose the terms of the Agreement, except to
       the extent permitted by this SECTION 11 and to enforce the terms of the
       Agreement, without the prior written consent of the other. Furthermore,
       neither IBM nor Equifax nor their Affiliates will make any use of the
       Company Information of the other Party and its Affiliates except as
       contemplated by the Agreement; acquire any right in or assert any lien
       against the other Party's Company Information except as contemplated by
       the Agreement; or refuse to promptly return, provide a copy of or destroy
       such Company Information upon the request of the disclosing Party.

d)     Notwithstanding any other provision of the Agreement, neither Party will
       be restricted in using, in connection with its business operations, any
       data processing or network management ideas, concepts, know-how and
       techniques which are retained in the minds of employees who have had
       access to the other Party's Company Information.

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11.3   EXCLUSIONS

Notwithstanding the foregoing, this SECTION 11 will not apply to any information
which IBM or Equifax can demonstrate was: (a) at the time of disclosure to it,
in the public domain; (b) after disclosure to it, published or otherwise becomes
part of the public domain through no fault of the receiving party; (c) without a
breach of duty owed to the disclosing party, is in the possession of the
receiving party at the time of disclosure to it; (d) received after disclosure
to it from a third party who had a lawful right to and, without a breach of duty
owed to the disclosing party, did disclose such information to it; or (e)
independently developed by the receiving party without reference to Company
Information of the disclosing party. Further, either Party may disclose the
other Party's Company Information to the extent required by law or order of a
court or governmental agency. However, the recipient of such Company Information
must give the other Party prompt notice and make a reasonable effort to obtain a
protective order or otherwise protect the confidentiality of such information,
all at the discloser's cost and expense. It is understood that the receipt of
Company Information under the Agreement will not limit or restrict assignment or
reassignment of employees of IBM and its Affiliates and the Equifax Group within
or between the respective Parties and their Affiliates.

11.4   LOSS OF COMPANY INFORMATION

The receiving Party will immediately notify the disclosing Party, orally or in
writing in the event of any disclosure, loss, or use in violation of the
Agreement of a disclosing Party's Company Information known to the receiving
Party.

11.5   LIMITATION

The covenants of confidentiality set forth herein (a) will apply after the
Effective Date to any Company Information disclosed to the receiving Party
before and after the Effective Date and (b) will continue and must be maintained
from the Effective Date through the termination of the relationship between the
Parties and (i) with respect to Trade Secrets, until the earlier of ten (10)
years after termination of the Agreement or until such Trade Secrets no longer
qualify as trade secrets under applicable law; and (ii) with respect to
Confidential Information for a period equal to the shorter of two (2) years
after termination of the Parties' relationship under the Agreement, or until
such Confidential Information no longer qualifies as confidential under
applicable law. Neither Party will be responsible for the security of the
Company Information of the other Party during transmission via public
communications facilities or for the loss of or damage to such information
during transmission, except to the extent that such breach of security or loss
or damage is caused by the failure of such Party to perform its obligations
under the Agreement, including exercising the standard of care set forth in
SECTION 11.2(a).

11.6   DATA

All of Equifax's Company Information (including, without limitation, data,
records and reports related to the Equifax Group, the Equifax Business and the
Services) is represented by Equifax to be the exclusive property of Equifax,
and/or its Affiliates or the property of third parties licensed to Equifax
and/or its Affiliates, and the furnishing of such information, data, records and
reports to, or access to such items by, IBM and/or its Affiliates and/or
subcontractors will not grant any express or implied license to or interest in
IBM and/or its Affiliates and/or subcontractors relating to such information,
data, records and reports except as required to perform the Services pursuant to
the Agreement. Unless specifically provided otherwise in a Transaction Document,
IBM shall have no responsibility with respect to compliance with laws or
regulations applicable to the storage, maintenance, and distribution of Equifax
Company Information to the extent that any such activity by IBM is performed or
implemented in accordance with Equifax's instruction or direction. Upon request
by Equifax at any time and from time to time and without regard to the default
status of the Parties under the Agreement, IBM and/or its Affiliates and/or
subcontractors shall promptly deliver to Equifax Equifax's Company Information
(including without limitation all data, records and related reports regarding
the Equifax Group, the Equifax Business and the Services) in electronic (tape)
format and in such hard copy as existing on the date of the request by Equifax.

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12.    TERMINATION

12.1   TERMINATION BY EQUIFAX

Equifax may terminate any individual Transaction Document for the following
reasons:

a)     A material breach of such Transaction Document by IBM and/or its
       Affiliates that remains uncured for ten (10) days after receipt of
       written notice thereof; provided, however, if a material breach of such
       Transaction Document by IBM and/or its Affiliates (other than a breach of
       SECTION 11 hereof) occurs that by its nature cannot be cured by IBM in
       such ten (10) day period but IBM submits a commercially reasonable
       written plan to Equifax within such period to cure such breach after the
       ten (10) day period (but in no event more than forty five (45) days after
       such notice of breach), the cure period for such breach shall be extended
       to the date set forth in the plan; or

b)     There exists a series of non-material or persistent breaches by IBM
       and/or its Affiliates that in the aggregate have a material and
       significant adverse impact (i) on the Services support of the
       administrative, management, planning, financial reporting or operations
       functions of the Equifax Group or the portion of the Equifax Group
       constituting the user group under such Transaction Document, or (ii) on
       the management of the Services or the portion of the Services covered by
       such Transaction Document; or

c)     For convenience upon one hundred eighty (180) days prior notice by
       Equifax to IBM; or

d)     In the event of a Change of Control of IBM or Equifax, upon one hundred
       eighty (180) days prior notice by Equifax to IBM, which notice must be
       given within 180 days after the Change of Control; or

e)     IBM and/or its Affiliate that has accepted assignment of such Transaction
       Document becomes insolvent or is unable to pay its debts or enters into
       or files (or has filed or commenced against it) a petition, arrangement,
       application, action or other proceeding seeking relief or protection
       under the bankruptcy laws of the United States or any similar laws of the
       United States or any state of the United States or any other country or
       transfers all or substantially all of its assets to another person or
       entity; or

f)     IBM and/or its Affiliate that has accepted assignment of such Transaction
       Document incurs Direct Damages to Equifax in excess of the IBM Direct
       Damages Cap under the circumstances and resulting from the events
       described in SECTION 13.1(a)(i); or

g)     Under the circumstances set forth in SECTION 17.3.

12.2   TERMINATION BY IBM

IBM may terminate any Transaction Document for a material default by Equifax
that remains uncured for a period of sixty (60) days after written notice
thereof to Equifax from IBM.

12.3   TERMINATION CHARGES

a)     In the event of a termination by Equifax pursuant to SECTIONS 12.1(c) for
       convenience or (d) for Change of Control, Equifax shall pay IBM the
       applicable Termination Charge, and Wind-Down Expenses. In the event of a
       termination by Equifax pursuant to SECTION 17.3 for a Force Majeure
       Event, Equifax shall pay IBM the amounts set forth in SECTION
       17.3(c)(ii), but will not be responsible for Termination Charges or
       Wind-Down Expenses. In the event of a termination by Equifax pursuant to
       SECTIONS 12.1(a) for cause or (B) for persistent breaches or (E) for
       Bankruptcy or (F) for exceeding the IBM Direct Damages Cap or

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       SECTION 3.3 for failing to provide disaster recovery services, Equifax
       shall not be responsible for the payment of the applicable Termination
       Charge or Wind-Down Expenses. In the instance of a termination by Equifax
       pursuant to SECTION 12.1(b) for persistent non-material breaches, Equifax
       may not recover any damages from IBM for the defaults and breaches by IBM
       giving rise to the termination; provided that nothing in this sentence
       shall preclude any recovery by Equifax pursuant to SECTION 8.4(b),
       SECTION 9, SECTION 10, SECTION 11, SECTION 12, SECTION 13, SECTION 14,
       SECTION 15, or SECTION 17.3.


b)     Except as set forth in SECTION 12.3(a), Equifax shall not be obligated to
       pay any charges that would otherwise accrue and be payable by Equifax
       pursuant to the Agreement or any Transaction Document after the effective
       date of the expiration or termination of the Agreement or any such
       Transaction Document.

12.4   [RESERVED]

12.5   SERVICES TRANSFER ASSISTANCE

a)     The Parties agree that IBM will cooperate with the Equifax Group to
       assist in the orderly transfer of the services, functions,
       responsibilities, tasks and operations comprising the Services under each
       Transaction Document provided by IBM and its Affiliates hereunder to one
       or more members of the Equifax Group itself or another services provider
       in connection with the expiration or earlier termination of the Agreement
       and/or each Transaction Document for any reason, however described.
       Neither the Term of the Agreement nor any Transaction Document shall be
       deemed to have expired or terminated until the Services Transfer
       Assistance thereunder is completed. Upon Equifax's request IBM or its
       Affiliate shall provide transfer assistance in connection with migrating
       the work of the Equifax Group to the Equifax Group itself or another
       services provider ("SERVICES TRANSFER ASSISTANCE") commencing up to one
       (1) year prior to expiration or upon any notice of termination, or of
       non-renewal of the Agreement or any Transaction Document. In the event
       Equifax shall repeatedly fail to pay any amounts when due and payable
       under the Agreement within two (2) years of the start of Services
       Transfer Assistance, with or without an attendant termination for cause
       by IBM, IBM shall not be required to provide Services Transfer Assistance
       unless Equifax prepays the applicable Monthly Charges for the entire
       duration of Services Transfer Assistance, if any, applicable to the
       Transaction Document(s) being terminated and a reasonable projection of
       other charges due under such Transaction Documents for the entire period
       Equifax requests Services Transfer Assistance. In no event will Equifax's
       holding of or escrow of monies in compliance with SECTION 9.12 be
       considered a failure by Equifax to pay amounts due and payable hereunder.
       Further, IBM shall provide the Services Transfer Assistance in accordance
       with this SECTION 12.5 even in the event of Equifax's material breach
       (other than an uncured payment default) with or without an attendant
       termination for cause by IBM, if Equifax prepays a reasonable projection
       of the other charges due under the Transaction Document(s) being
       terminated (other than the Monthly Charge which shall be paid monthly as
       provided in the Supplement) for the Services Transfer Assistance for the
       entire period Equifax desires IBM to provide such services to the Equifax
       Group or its designees. Services Transfer Assistance shall be provided
       through the effective date of the expiration or termination of the
       Services under the Transaction Documents being terminated, and upon
       request by Equifax, the effective date of such expiration or termination
       shall be extended for up to one (1) year thereafter pursuant to the terms
       and conditions of the Agreement and applicable Transaction Document(s)
       and such period shall be considered an extension of the Term and the term
       of such Transaction Documents, however any such extension shall not
       affect the payment date or amount of any applicable Termination Charges,
       which Termination Charges shall be due and payable as of the initially
       noticed effective date of termination. Services Transfer Assistance shall
       include, but not be limited to, providing the Equifax Group and their
       respective agents, contractors and consultants, as necessary, with
       services described in a Schedule to each Transaction Document.

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b)     If any Services Transfer Assistance provided by IBM requires the
       utilization of additional resources that IBM would not otherwise use in
       the performance of the Agreement and applicable Transaction Documents but
       for which there is a current Resource Unit Baseline, Equifax will pay IBM
       for such usage at the then-current applicable Transaction Document(s)
       charges and in the manner set forth in the applicable Transaction
       Document(s). If the Services Transfer Assistance requires IBM to incur
       costs that IBM would not otherwise incur in the performance of the
       Services under the Agreement and applicable Transaction Document(s), then
       IBM shall notify Equifax of the identity and scope of the activities
       requiring that IBM incur such costs and the projected amount of the
       charges that will be payable by Equifax for the performance of such
       assistance. Upon Equifax's authorization, IBM shall perform the
       assistance and invoice Equifax for such charges. Within thirty (30)
       business days after the date of the invoice, Equifax shall pay IBM for
       authorized, additional charges incurred to provide such assistance to
       Equifax.

c)     If Equifax exercises its option to prepay the Monthly Charges and other
       charges reasonably projected by IBM for Services Transfer Assistance with
       regard to any Transaction Document and it is determined that such
       prepayment is in excess of the actual charges associated with the
       Services Transfer Assistance, then IBM shall apply such overpayment to
       monies otherwise due IBM or, if no monies are due IBM, promptly refund
       such overpayment to Equifax at the end of such Services Transfer
       Assistance. Conversely, if the amount prepaid by Equifax to IBM for
       Services Transfer Assistance with regard to any Transaction Document does
       not fully reimburse IBM for the actual Monthly Charges due and costs
       incurred by IBM and chargeable to Equifax hereunder for the provision of
       Services Transfer Assistance to Equifax, then IBM shall invoice Equifax
       and Equifax shall promptly pay IBM for such additional amounts as
       incurred and invoiced to Equifax.

12.6   OTHER RIGHTS UPON TERMINATION

At the expiration or earlier termination of the Agreement and/or any Transaction
Document for any reason, however described, IBM agrees in each such instance, as
applicable:

a)     Upon Equifax's request, IBM agrees to sell to Equifax or its designee for
       the fair market value thereof, the IBM Machines owned by IBM then
       currently being used by IBM primarily to perform the Services or the
       portion of the Services covered by the Transaction Document, as
       applicable. In the case of IBM Machines that IBM is leasing and using
       primarily to perform the Services, IBM agrees to permit Equifax or its
       designee to either buy-out the lease on the IBM Machines and purchase the
       IBM Machines from the lessor or assume the lease(s) and secure the
       release of IBM thereon, subject to the terms of the applicable lease.
       Equifax shall be responsible for any sales, use or similar taxes
       associated with such purchase of such IBM Machines or the assumption of
       such leases.

b)     IBM will grant to the members of the Equifax Group and their Affiliates
       an irrevocable, nonexclusive, worldwide, perpetual, paid-up source and
       object code license to use, execute, operate, reproduce, display,
       perform, distribute, modify, Develop and personalize, and create
       Derivative Works from, the IBM Derivative Code, IBM Code, IBM Works and
       IBM Interfaces as a part of and in connection with the Equifax Business,
       and the right to sublicense third parties to do any of the foregoing for
       the members of the Equifax Group. Except as specifically set forth in
       this SECTION 12.6(b), nothing in this SECTION 12.6(b) grants Equifax any
       license to any materials from which IBM Derivative Code or IBM Works are
       derived.

c)     IBM will provide to the Equifax Group a source code and an object code
       license for IBM Software proprietary to IBM and not otherwise owned by or
       licensed to Equifax in accordance with SECTION 12.6(b) and not generally
       commercially available for use by the Equifax Group as a part of and in
       connection with the Equifax Business, upon terms and prices to be
       mutually agreed upon by the Parties (which prices shall not be greater
       than those then offered to other customers of IBM as described in SECTION
       9.11 or, in the case

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       where no such customers exist, other third parties). At Equifax's option,
       IBM will recommend a mutually agreeable commercially available
       substitute, if available, to perform the same function.

d)     Subject to SECTION 12.6(e), if IBM has licensed or purchased and is using
       any generally commercially available Software to provide the Services to
       the Equifax Group at the date of expiration or termination of the
       Agreement or any Transaction Document, Equifax may elect to take a
       transfer or an assignment of the license for such software (and any
       attendant maintenance agreement), subject to the terms of such license,
       and reimburse IBM for the initial license or purchase charges for such
       IBM Software in an amount equal to the remaining unamortized cost of such
       Software, if any, depreciated over a five (5) year life. Equifax shall
       also pay any transfer fee or charge imposed by the applicable vendor and
       not the obligation of IBM hereunder, and subject to Equifax's acceptance
       of any applicable vendor terms and conditions, such licensed Software
       shall be transferred or assigned to Equifax.

e)     If IBM has licensed or purchased and is using any generally commercially
       available Software to provide the Services to the Equifax Group and other
       IBM customers in a shared environment at the date of expiration or
       termination of the Agreement or any Transaction Document, IBM, upon
       request by Equifax, will assist Equifax in obtaining licenses for such
       Software (and any attendant maintenance agreement) subject to Equifax's
       payment of any license fee and other charge imposed by the applicable
       vendor.

f)     IBM will use commercially reasonable efforts to negotiate license
       arrangements with third parties that will minimize the amount of license
       and maintenance agreement transfer and assignment fees to be paid by
       Equifax. Equifax may participate in the negotiation of such license and
       maintenance agreement arrangements. IBM shall provide reasonable advance
       written notice to Equifax of such anticipated negotiations.

g)     Upon the date of expiration or termination of the Agreement or any
       Transaction Document for any reason, the Equifax Group shall have the
       right to make offers of employment to any or all IBM employees performing
       Services on a substantially full time basis for the Equifax Group
       hereunder or under such Transaction Document, as applicable ("SERVICE
       EMPLOYEES"). Promptly after either Party provides the other Party written
       notice of termination or expiration with the prior consent of each
       Services Employee (each of whom IBM will notify of Equifax's interest),
       IBM agrees, subject to the agreement of the Service Employees, to supply
       Equifax with the names and resumes requested by Equifax for the purpose
       of exercising its rights under this SECTION 12.6, at no charge. Equifax's
       rights under this SECTION 12.6 will take precedence over any IBM/employee
       employment contract or covenant that may otherwise limit an employee's
       right to accept employment with the Equifax Group.

h)     Upon Equifax's request, IBM will transfer or assign to Equifax or its
       designee, on mutually acceptable terms and conditions, any Third Party
       Agreements not otherwise treated in this SECTION 12.6, applicable solely
       to services being provided to Equifax, including, without limitation,
       Third Party Agreements for maintenance, Disaster Recovery Services and
       other necessary third party services then being used by IBM to perform
       the Services subject to the payment by Equifax of any transfer fee or
       charge imposed by the applicable vendors.

12.7   EFFECT OF TERMINATION/SURVIVAL OF SELECTED PROVISIONS

Notwithstanding the expiration or earlier termination of the Services or the
Agreement or any Transaction Document for any reason however described, the
following Sections of the Agreement shall survive any such expiration or
termination: SECTION 8.4(b), SECTION 10, SECTION 11, SECTION 12.5, SECTION 12.6,
SECTION 12.7, SECTION 13, SECTION 14, SECTION 15, SECTION 16.1 and SECTION 17.

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13.    LIABILITY

13.1   LIABILITY CAPS

a)     Except as provided in SECTION 13.2, the liability of IBM and its
       Affiliates to Equifax and its Affiliates under each Transaction Document
       arising out of or resulting from the performance or non-performance of
       IBM and/or its Affiliates and/or subcontractors of the Services and its
       obligations under such Transaction Document shall be limited in the
       aggregate for all claims, causes of action or occurrences:

       (i)    to Direct Damages incurred by Equifax and its Affiliates equal to
              the charges paid by Equifax for the Services set forth in the
              supplement to such Transaction Document during the twelve (12)
              calendar months immediately prior to the first event which is the
              subject of the first claim or if twelve (12) months have not
              elapsed in the term of such Transaction Document at the time of
              the first such event, the charges to Equifax for the Services set
              forth in such Supplement during the first twelve (12) months of
              the term of such Transaction Document ("IBM Direct Damages Cap");
              and

       (ii)   in the event Equifax claims Direct Damages for event(s) which are
              the subject matter of claim(s) or cause(s) of action which are the
              basis for and result in Equifax's termination of the Agreement or
              any Transaction Document pursuant to SECTION 12.1(a) FOR CAUSE OR
              (e) FOR BANKRUPTCY, and the IBM Direct Damages Cap operates to
              preclude Equifax's recovery of its full amount of Transition Cover
              Costs, then Equifax shall be entitled to recover an additional
              amount from IBM, not to exceed fifty percent (50%) of the Direct
              Damages Cap, which amount shall be applied only toward such
              unrecovered Transition Cover Costs.

b)     Except as provided in SECTION 13.2, the liability of Equifax to IBM
       arising out of or resulting from the performance and non-performance of
       its obligations under each Transaction Document shall be limited in all
       cases to Direct Damages which in the aggregate shall not exceed the
       amounts payable by Equifax upon a termination of such Transaction
       Document for convenience under SECTION 12.3(a) (the "EQUIFAX DIRECT
       DAMAGES CAP"). The IBM Direct Damages Cap and the Equifax Direct Damages
       Cap are herein collectively called the "DIRECT DAMAGES CAPS".

13.2   EXCLUSIONS

The provisions of SECTION 13.1 will not apply to (a) failure to pay amounts that
are due and payable under the Transaction Documents, including but not limited
to Monthly Charges, charges for New Services, Termination Charges, Wind-Down
Expenses, accrual and distribution of disputed amounts and interest under
SECTION 9.12 and amounts payable under SECTION 17.3(c)(ii); (b) the
indemnification obligations of the Parties pursuant to SECTION 14; (c) Losses
arising from a violation of the confidentiality provisions of SECTION 11; (d)
amounts to be paid or credited to Equifax as Service Credits; (e) amounts
payable by IBM under the force majeure provisions of SECTION 17.3(c)(i) of the
Agreement; and (f) amounts payable to Equifax under SECTION 9.10 (Other
Credits).

13.3   DIRECT DAMAGES AND COVER CHARGES

Unless specifically provided to the contrary in the Agreement, neither party
shall have any liability whether based on contract, tort (including without
limitation, negligence), warranty, guarantee or any other legal or equitable
grounds to the other party for any damages other than Direct Damages.

a)     "DIRECT DAMAGES" mean actual, direct damages incurred by the claiming
       Party which include, by way of example but without limitation, (i) the
       costs to correct any deficiencies in the Services rendered by IBM, (ii)
       the difference in the amounts to be paid to IBM hereunder and the charges
       to be paid to another service

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       or product provider to provide, and/or the costs incurred by Equifax
       and/or its Affiliates to perform, all or a portion of the Services during
       any period or periods that IBM and/or its Affiliates are failing to
       provide, or are deficient in their performance of, the Services, (iii)
       the Service Credits, (iv) Transition Cover Costs, and (v) similar
       damages, but "Direct Damages" shall not include (A) loss of interest,
       profit or revenue of the claiming Party or (B) incidental, consequential,
       special or indirect damages suffered by the claiming Party (except as the
       damages described in (A) and (B) are included as a part of the
       Termination Charge and the Service Credits or as otherwise provided for
       in the Agreement) and shall not include punitive or exemplary damages
       suffered by the claiming Party arising from or related to the Agreement,
       even if such Party has been advised of the possibility of such losses or
       damages.

b)     "TRANSITION COVER COSTS" means all costs and expenses incurred by the
       Equifax Group to transition to another provider of information management
       and communications services, and/or take in-house, some or all of such
       functions, responsibilities, tasks and activities comprising the portion
       of the Services provided under a terminated Transaction Document, after
       commercially reasonable efforts to mitigate such costs and expenses.

13.4   DEPENDENCIES

In no event will IBM or its subcontractors be liable for any damages if and to
the extent caused by Equifax's or its Affiliates' or its subcontractors' failure
to perform its responsibilities hereunder; provided, however, for the purposes
of this SECTION 13.4, neither IBM nor its Affiliates nor the Third Party
Providers shall be considered a subcontractor of Equifax. Neither Equifax nor
its Affiliates or subcontractors shall be liable for any damages if and to the
extent caused by any failure to perform by IBM or its Affiliates or
subcontractors.

13.5   REMEDIES

At its option, Equifax may seek all remedies available to it under law and in
equity or recover as liquidated damages the Service Credits, subject to the
limitations and provisions specified in this SECTION 13. If IBM's provision of
the Services is such that IBM would otherwise owe Equifax a Service Credit and
Equifax elects to recover Service Credits, Equifax's recovery of Service Credits
shall constitute acknowledgment by Equifax of full satisfaction and release of
any claim by Equifax that IBM has breached its obligations under the Agreement
with respect to any such event(s) giving rise to the Service Credits. However,
within three (3) calendar months of the receipt of any Service Credits Equifax
received with respect to any action or inaction by IBM upon which Equifax is
basing termination for cause under SECTION 12.1(a) or termination for persistent
breaches under SECTION 12.1(b), Equifax may return, such Service Credits and
pursue a damage claim against IBM, if any such claim exists.

14.    INDEMNITIES

14.1   INDEMNITY BY IBM

IBM will indemnify and hold each member of the Equifax Group and their
respective officers, directors, employees, agents, successors, contractors and
assigns (each an "INDEMNITEE") harmless from and against any and all Losses
incurred by any of them arising from or in connection with:

a)     any Claims of infringement of any patent or any copyright, trademark,
       service mark, trade name, trade secret, or similar property right
       conferred by contract or by common law or by any law of any country,
       including without limitation, the United States, and any other applicable
       jurisdiction or any state, alleged to have been incurred because of or
       arising out of any aspect of the Services (including without limitation
       any information technology, information management and communications
       services, equipment, software or other resources) provided by IBM and/or
       its Affiliates or subcontractors in its performance of the Services;

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       provided, however, IBM will have no obligation with respect to any Losses
       to the extent arising from or in connection with Claims for copyright
       infringement and/or breach of software licenses related to the Services
       committed by an Indemnitee or any employee of an Indemnitee that is not
       the result of IBM and/or its Affiliates or subcontractors failing to
       perform its obligations under the Agreement including, without
       limitation, obtaining any Required Consent for which it has
       responsibility; and provided, further, that IBM will have no obligation
       with respect to any Losses to the extent arising out of or in connection
       with an Indemnitee's modification of a program or a machine provided by
       IBM and/or its Affiliates or subcontractors, or an Indemnitee's
       combination, operation or use of the services, equipment, software or
       other resources provided by IBM and/or its Affiliates or subcontractors
       with devices, data, programs or other resources not furnished by, through
       or at the specification of IBM or its Affiliates or subcontractors, or an
       Indemnitee's use of equipment or software provided by IBM and/or its
       Affiliates to such Indemnitee under a Transaction Document in a country
       or countries other than those countries specifically designated in the
       Transaction Document or a written notice to Equifax from IBM;

b)     any Claims, however described (including without limitation, failure to
       obtain Required Consents or arising from IBM's exercise of its rights to
       terminate, modify or change the Third Party Agreements pursuant to
       SECTION 8.3(a)), accruing during the term of a Transaction Document (that
       is, not arising or resulting from a breach by the Equifax Group before
       such effective date or after the termination date of such Transaction
       Document) regarding any Third Party Agreement covered by such Transaction
       Document; provided, however, IBM will have no obligation with respect to
       any Losses to the extent arising out of or in connection with Claims for
       copyright infringement and/or breach of software licenses related to the
       Services (i) committed by any Indemnitee or any employee of an Indemnitee
       that is not the result of IBM and/or its Affiliates or subcontractors
       failing to perform its obligations under such Transaction Document
       including, without limitation, obtaining any Required Consent for which
       it has responsibility or (ii) to the extent arising out of or result from
       Equifax failing to perform its obligations under the Agreement including
       obtaining any Required Consent for which it has responsibility;

c)     any Claims for personal injuries, death or damage to tangible personal or
       real property of third parties including employees of IBM, its
       Affiliates, contractors and subcontractors caused by the negligence or
       willful misconduct of IBM, its employees, Affiliates, contractors or
       subcontractors; provided that IBM will have no obligation under this
       part, to the extent the same arise out of or in connection with the
       negligence or willful misconduct of a member of the Equifax Group;

d)     any Claims for amounts, including but not limited to taxes, interest and
       penalties, assessed or claimed against the Equifax Group which are
       obligations of IBM under the Agreement;

e)     any Claim for violation of environmental laws or regulations arising out
       of the Agreement or as a result of the Services performed at the
       Facilities, the Data Center or the other Equifax sites or locations to
       the extent IBM or its Affiliates or subcontractors has caused the
       environmental damage or violation of the environmental laws or
       regulations from which the Claim arises;

f)     any Claims directly attributable to IBM's decision to request that
       Equifax cancel, substitute, terminate, change, add or breach any Third
       Party Agreement and Equifax's assent to and compliance with such decision
       and Losses (not to exceed the financial estimate specified in Section
       3.8(d)) incurred by Equifax associated with such decision by IBM and
       compliance by Equifax;

g)     any Claims for penalties, interest and other charges imposed by a taxing
       authority (except the actual taxes payable by Equifax under the terms of
       the Agreement) arising out of or resulting from IBM issuing an incorrect
       invoice or other information provided to Equifax in writing regarding its
       charges to Equifax for the Services to Equifax; and

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h)     any Claims by any Affected Employees arising out of or resulting from
       their employment, or the termination of their employment, with IBM and/or
       its Affiliates, except to the extent any such Claim arises from a
       wrongful act of Equifax and/or its Affiliates and/or subcontractors.

In the event and to the extent that a Claim is made against an Indemnitee by an
employee of IBM, its contractors or subcontractors providing services, products
and/or software hereunder, the Parties agree that IBM shall indemnify and hold
harmless the Indemnitee to the same extent as if the Claim was made by a
non-employee of IBM, its contractors or subcontractors. IBM's indemnification
hereunder shall be primary and immediate. Accordingly, in addition to other
provisions herein, and in order to render the Parties' intent and this
indemnification agreement fully enforceable, IBM, in an indemnification claim
hereunder, expressly and without reservation waives any defense or immunity it
may have under any applicable workers' compensation law(s) or any other statute
or judicial decision disallowing or limiting such indemnification and consents
to a cause of action for indemnity. This waiver and consent to indemnification
is made irrespective of and specifically waiving any defense or immunity under
any statute or judicial decision.

14.2   INDEMNITY BY EQUIFAX

Equifax will indemnify and hold harmless IBM, its Affiliates that are assignees
of a Transaction Document, and their respective officers, directors, employees,
agents, successors and assigns (each an "IBM INDEMNITEE") harmless from and
against any and all Losses incurred by any of them arising from or in connection
with:

a)     any Claims of infringement of any patent or any copyright, trademark,
       service mark, trade name, trade secret, or similar property right
       conferred by contract or by common law or by any law of any country,
       including without limitation, the United States and any other applicable
       jurisdiction or any state, alleged to have been incurred because of or
       arising out of any equipment, materials and other resources (including
       without limitation information technology, information management and
       communications services equipment, software or other resources) provided
       to IBM and/or its Affiliates by the Equifax Group in connection with the
       performance of the Services; provided, however, Equifax will have no
       obligation with respect to any Losses to the extent arising out of or in
       connection with Claims for copyright infringement and/or breach of
       software licenses related to the Services, committed by an IBM Indemnitee
       or any employee of an IBM Indemnitee that is not the result of the
       Equifax Group failing to perform its obligations under the Agreement
       including, without limitation, obtaining any Required Consent for which
       it has responsibility; and provided, further, that Equifax will have no
       obligation with respect to any Losses to the extent arising out of or in
       connection with an IBM Indemnitee's modification of a program or a
       machine provided by a member of the Equifax Group, or a IBM Indemnitee's
       combination, operation or use of the equipment, software or other
       resources provided by the Equifax Group with devices, data, programs or
       other resources not furnished by the Equifax Group, or an IBM
       Indemnitee's use of equipment or software provided by the Equifax Group
       to such IBM Indemnitee under a Transaction Document in a country or
       countries other than those countries specifically designated in the
       Transaction Document or a written notice to IBM from Equifax or an
       applicable Third Party Agreement;

b)     any Claims accruing before the effective date or after the termination
       date of a Transaction Document regarding any Third Party Agreements
       between members of the Equifax Group and a third party covered by such
       Transaction Document, including without limitation, failure to obtain
       Required Consents but not including Claims arising or resulting from IBM
       and/or its Affiliates failing to perform its obligations under the
       Agreement including, without limitation, obtaining any Required Consent
       for which it has responsibility;

c)     any Claims for amounts, including without limitation, taxes, interest and
       penalties assessed or claimed against IBM which are obligations of
       Equifax under the Agreement;

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d)     any Claims for personal injuries, death or damage to tangible personal or
       real property of third parties including employees of the Equifax Group
       caused by the negligence or willful misconduct of the Equifax Group or
       their employees; provided that Equifax will have no obligation, under
       this part, to the extent the same arise out of or in connection with the
       negligence or willful misconduct of IBM, its Affiliates or
       subcontractors;

e)     any Claims arising out of or resulting from the operations of the Equifax
       Group, including the provision of access to the Services pursuant to
       SECTION 17.15, to the extent such Claims do not arise out of a breach of
       the Agreement by IBM and are not the subject of a specific indemnity
       provided to Equifax by IBM in SECTION 14.1; provided, however, that
       Equifax will have no obligation under this item, to the extent the Claims
       arise out of or result from the negligence or willful misconduct of IBM,
       its Affiliates or subcontractors;

f)     any Claim for violation of environmental laws or regulations arising out
       of the Services performed at the Facilities, the Data Center or other
       Equifax Group sites or locations except to the extent that IBM or its
       Affiliates or subcontractors has caused the environmental damage or
       violation of the environmental laws or regulations from which the Claim
       arises;

g)     any Claims by any Affected Employees arising out of or resulting from
       their employment, or the termination of their employment, with Equifax,
       except to the extent any such Claim arises from a wrongful act of IBM
       and/or its Affiliates and/or subcontractors; and

h)     any Claims arising out of or resulting from the operations of the Equifax
       Group and arising from acts of Authorized Users.

In the event and to the extent that a Claim is made by an employee of a member
of the Equifax Group against an IBM Indemnitee, the Parties agree that Equifax
shall indemnify and hold harmless the IBM Indemnitee to the same extent as if
the Claim was made by a non-employee of the members of the Equifax Group.
Equifax's indemnification hereunder shall be primary and immediate. Accordingly,
in addition to other provisions herein, and in order to render the Parties'
intent and this indemnification agreement fully enforceable, Equifax, in an
indemnification Claim hereunder, expressly and without reservation waives any
defense or immunity it may have under any applicable workers' compensation
law(s) or any other statute or judicial decision disallowing or limiting such
indemnification and consents to a cause of action for indemnity. This waiver and
consent to indemnification is made irrespective of and specifically waiving any
defense or immunity under any statute or judicial decision.

14.3   EMPLOYMENT ACTIONS

It is agreed that IBM shall be solely and exclusively responsible for personnel
decisions affecting IBM's employees, contractors, subcontractors and agents
(including without limitation, hiring, promotions, training, compensation,
evaluation, discipline, and discharge). Equifax shall be solely and exclusively
responsible for personnel decisions affecting employees, contractors, and agents
of the members of the Equifax Group (including without limitation, hiring,
promotion, training, compensation, evaluation, discipline and discharge).

14.4   EXCLUSIVE REMEDY

The indemnification rights of each Indemnitee and IBM Indemnitee (individually
an "INDEMNIFIED PARTY") for third party Claims pursuant to SECTIONS 14.1 AND
14.2, shall be the sole and exclusive remedy of such Indemnified Party with
respect to each such third party Claim to which such indemnification relates.

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14.5   INDEMNIFICATION PROCEDURES

a)     Written notice shall be given to the Party that is obligated to provide
       indemnification under SECTIONS 14.1 AND 14.2 (the "INDEMNIFYING PARTY"),
       if any civil, criminal, administrative or investigative action or
       proceeding is commenced or threatened by a third party (any of the above
       being a "CLAIM") against any Indemnified Party. Such notice shall be
       given as promptly as practicable but in all events, within a period that
       will not prejudice the rights of the Indemnified Party under the
       Agreement to defend the Claim. After such notice, if the Indemnifying
       Party acknowledges in writing to the Indemnified Party that the Agreement
       applies with respect to such Claim, then the Indemnifying Party shall be
       entitled to take control of the defense and investigation of such Claim
       and to employ and engage attorneys of its sole choice to handle and
       defend the same, at the Indemnifying Party's sole cost and expense. The
       Indemnifying Party must deliver written notice of its election of taking
       such control of the claim to the Indemnified Party not fewer than ten
       (10) days prior to the date on which a response to such Claim is due or
       such lesser period as is reasonable given the nature of the Claim and the
       notice and response time permitted by law or the facts and circumstances.
       The Indemnified Party shall cooperate in all reasonable respects with the
       Indemnifying Party and its attorneys in the investigation, trial, defense
       and settlement of such Claim and any appeal arising therefrom. The
       Indemnified Party may participate in such investigation, trial, defense
       and settlement of such Claim and any appeal arising therefrom, through
       its attorneys or otherwise, at its own cost and expense. No settlement of
       a Claim that involves a remedy other than the payment of money by the
       Indemnifying Party shall be entered into without the consent of the
       Indemnified Party, which consent will not be unreasonably withheld.

b)     After notice to the Indemnified Party of the Indemnifying Party's
       election to assume full control of the defense of any such Claim, the
       Indemnifying Party shall not be liable for any legal expenses incurred
       thereafter in connection with the defense of that Claim by the
       Indemnified Party. If the Indemnifying Party does not promptly assume
       full control over and diligently pursue the defense of a Claim as
       provided in this SECTION 14.5, the Indemnified Party shall have the right
       to defend, settle or otherwise resolve the Claim in such manner as it may
       deem appropriate, at the cost and expense of the Indemnifying Party, and
       the Indemnifying Party may participate in such defense, at its sole cost
       and expense. In no event shall any settlement of the Claim pursuant to
       this SECTION 5(b) require the consent of the Indemnifying Party.

15.    INSURANCE AND RISK OF LOSS

15.1   IBM INSURANCE

During the Term of the Agreement, IBM and each IBM contractor and subcontractor
shall maintain and keep in force, at its own expense, the following minimum
insurance coverages and minimum limits:

a)     workers' compensation insurance, with statutory limits as required by the
       various laws and regulations applicable to the employees of IBM or any
       IBM contractor or subcontractor;

b)     employer's liability insurance, for employee bodily injuries and deaths,
       with a limit of $500,000 each accident;

c)     comprehensive or commercial general liability insurance, covering claims
       for bodily injury, death and property damage, including premises and
       operations, independent contractors, products, services and completed
       operations (as applicable to the Services), personal injury, contractual,
       and broad-form property damage liability coverages, with limits as
       follows: (1) occurrence/aggregate limit of $1,000,000 for bodily injury,
       death and property damage per occurrence of $2,000,000 combined
       aggregate; or (2) split liability,

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       without aggregate limits, of (i) $2,000,000 for bodily injury per person;
       (ii) $2,000,000 for bodily injury per occurrence; and (iii) $500,000 per
       occurrence for property damage;

d)     comprehensive automobile liability insurance, covering owned, non-owned
       and hired vehicles, with limits as follows (1) combined single limit of
       $1,000,000 for bodily injury, death and property damage per occurrence;
       or (2) split liability limits of (i) $1,000,000 for bodily injury per
       person; (ii) $1,000,000 for bodily injury per occurrence; and (iii)
       $250,000 for property damage; and

e)     all-risk property insurance, on a replacement cost basis, covering the
       real and personal property of IBM which IBM is obligated to insure by the
       Agreement. Such real and personal property may include buildings,
       equipment, furniture, fixtures and supply inventory.

All such policies of insurance of IBM and its contractors and subcontractors
shall provide that the same shall not be canceled nor the coverage modified nor
the limits changed without first giving thirty (30) days prior written notice
thereof to Equifax. No such cancellation, modification or change shall affect
IBM's obligation to maintain the insurance coverages required by the Agreement.
Except for workers' compensation insurance, Equifax shall be named as an
additional insured on all such required policies. All liability insurance
policies shall be written on an "occurrence" policy form. Equifax shall be named
as loss payee as its interest may appear on the property insurance policies of
IBM. IBM shall be responsible for payment of any and all deductibles from
insured claims under its policies of insurance. The coverage afforded under any
insurance policy obtained by IBM pursuant to the Agreement shall be primary
coverage regardless of whether or not Equifax has similar coverage. IBM and its
contractors and subcontractors shall not perform under the Agreement without the
prerequisite insurance. Upon Equifax's request, IBM shall provide Equifax with
certificates of such insurance including renewals thereof. Unless previously
agreed to in writing by Equifax, IBM's contractors and subcontractors shall
comply with the insurance requirements herein. The minimum limits of coverage
required by the Agreement may be satisfied by a combination of primary and
excess or umbrella insurance policies. If IBM or its contractors or
subcontractors shall fail to comply with any of the insurance requirements
herein, upon written notice to IBM by Equifax and a ten (10) day cure period,
Equifax may, without any obligation to do so, procure such insurance and IBM
shall pay Equifax the cost thereof plus a reasonable administrative fee as
designated by Equifax. The maintenance of the insurance coverages required under
the Agreement shall in no way operate to limit the liability of IBM to Equifax
under the provisions of the Agreement.

The parties do not intend to shift all risk of loss to insurance. The naming of
Equifax as additional insured is not intended to be a limitation of Provider's
liability and shall in no event be deemed to, or serve to, limit Provider's
liability to Equifax to available insurance coverage or to the policy limits
specified in this SECTION 14, nor to limit Equifax's rights to exercise any and
all remedies available to Equifax under contract, at law or in equity.

15.2   RISK OF PROPERTY LOSS

IBM is responsible for risk of loss of, or damage to, the Software, Machines,
Equifax Provided Office Furnishings and Equifax Group data in its possession or
control, and Equifax is responsible for risk of loss of, or damage to, the
Software, Machines and Equifax Group data in its possession or control.

15.3   MUTUAL WAIVER OF SUBROGATION

a)     To the extent permitted by law, IBM and its Affiliates, contractors,
       subcontractors, and their respective directors, officers, employees,
       agents and insurers hereby waive their rights of subrogation against the
       member of the Equifax Group and their respective directors, officers,
       employees, agents, contractors and subcontractors for any loss or damage
       to the IBM Machines, IBM Software, and other tangible and intangible,
       real and personal property of IBM and its Affiliates, contractors and
       subcontractors resulting from operations in connection with the
       Agreement. Each property and worker's compensation insurance

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       policy of IBM and its Affiliates, contractors and subcontractors shall be
       endorsed to provide a waiver of any and all rights of subrogation against
       the Equifax Group and their respective directors, officers, employees,
       agents, contractors and subcontractors for loss resulting from operations
       in connection with the Agreement.

b)     To the extent permitted by law, Equifax, the other members of the Equifax
       Group and their respective directors, officers, employees, agents and
       insurers hereby waive their rights of subrogation against IBM and its
       Affiliates, contractors and subcontractors for any loss or damage to the
       Equifax Provided Hardware, Equifax Software, Equifax Provided Office
       Furnishings and other tangible and intangible, real and personal property
       of Equifax and the other members of the Equifax Group resulting from
       operations in connection with the Agreement. Each property and worker's
       compensation insurance policy of Equifax shall be endorsed to provide a
       waiver of any and all rights of subrogation against IBM and its
       Affiliates, contractors and subcontractors for loss resulting from
       operations in connection with the Agreement.

16.    DISPUTE RESOLUTION

16.1   DISPUTE RESOLUTION PROCEDURES

a)     Any dispute between the Parties either with respect to the interpretation
       of any provision of the Agreement or with respect to the performance
       hereunder by IBM or by Equifax or their respective Affiliates shall be
       resolved as specified in this SECTION 16.1.

       1)     Upon the written request of either Party, a dispute shall be
              submitted to the Integrated Planning Team for resolution.

       2)     The Integrated Planning Team shall meet as often as necessary to
              gather and furnish to each Party all non-privileged information
              with respect to the matter in issue which is appropriate and
              germane in connection with its resolution.

       3)     The Integrated Planning Team shall discuss the problem and
              negotiate in good faith in an effort to resolve the dispute
              without the necessity of any formal proceeding relating thereto.

       4)     During the course of such negotiation, all reasonable requests
              made by one Party to the other for nonprivileged information
              reasonably related to the Agreement, will be honored in order that
              each Party may be fully advised of the other Party's position.

       5)     The specific format for such discussions will be left to the
              discretion of the Integrated Planning Team, but may include the
              preparation of agreed upon statements of fact or written
              statements of position furnished by each Party to the other Party.

b)     If the Integrated Planning Team does not resolve the dispute within
       thirty (30) days after the date of receipt by the other Party of a
       request to submit the dispute to the Integrated Planning Team as
       described in SECTION 16.1(a)(1) (the "NOTICE"), then the dispute shall be
       escalated to an officer of Equifax and an officer of IBM, for their
       review and resolution within forty-five (45) days after receipt of the
       Notice.

c)     If the officers referred to in SECTION 16.1(b) do not resolve the dispute
       within forty-five (45) days after the Notice, then the dispute shall be
       escalated to the President of Equifax and the IBM corporate officer in
       charge of IBM Global Services, for their review and resolution within
       sixty (60) days after the Notice.

d)     If the dispute is not resolved by the Parties' representatives identified
       in SECTION 16.1(c) within ninety (90) days after the Notice, the Parties
       agree to try in good faith to resolve the dispute by mediation under the

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       Commercial Mediation Rules of the American Arbitration Association,
       before resorting to litigation or some other dispute resolution
       procedure.

e)     If the dispute is not resolved by mediation within one hundred twenty
       (120) days after the Notice, then the Parties may initiate formal
       proceedings; however, formal proceedings for the judicial resolution of
       any such dispute may not be commenced until the earlier of:

       1)     the designated representatives concluding in good faith that
              amicable resolution through continued negotiation of the matter in
              issue does not appear likely; or

       2)     one hundred twenty (120) days after the Notice; or

       3)     thirty (30) days before the statute of limitations governing any
              cause of action relating to such dispute would expire.

Notwithstanding anything to the contrary in this SECTION 16.1(e), the Integrated
Planning Team shall have the authority to stay the time periods set forth in
this SECTION 16.1 upon unanimous vote of its members to take such action.

f)     Notwithstanding any other provision of this SECTION 16.1, either Party
       may resort to court action for injunctive relief at any time if the
       dispute resolution processes set forth in this Section would permit or
       cause irreparable injury to such Party or any third party claiming
       against such Party, due to delay arising out of the dispute resolution
       process.

16.2   CONTINUED PERFORMANCE

The Parties agree to continue performing their respective obligations under the
Agreement while the dispute is being resolved unless and until such obligations
are terminated or expire in accordance with the provisions of the Agreement or
unless such performance is prevented by the actions of the other Party.

17.    GENERAL

17.1   RELATIONSHIP OF PARTIES

The Agreement shall not be construed as constituting either Party or its
Affiliates as partner of the other Party and its Affiliates or to create any
other form of legal association that would impose liability upon one Party or
its Affiliates for the act or failure to act of the other Party and its
Affiliates or as providing either Party or its Affiliates with the right, power
or authority (express or implied) to create any duty or obligation of the other
Party and its Affiliates, except as provided in SECTION 8.3. Each Party shall be
responsible for the management, direction and control of the employees of such
Party and its Affiliates and such employees shall not be employees of the other
Party or its Affiliates.

Each Party will submit to the other Party all advertising, written sales
promotion, press releases and other publicity matters relating to the Agreement
in which the other Party's or its Affiliate's name or mark is mentioned or
language from which the connection of said name or mark may be inferred or
implied, and will not publish or use such advertising, sales promotion, press
releases, or publicity matters without prior written approval of the other
Party. However, either Party may include the other Party's and/or its Affiliates
name and a factual description of the work performed under the Agreement on
employee bulletin boards, in its list of references and in the experience
Section of proposals to third parties, in internal business planning documents
and in its annual report to stockholders, and whenever required by reason of
legal, accounting or regulatory requirements.

                                                                   Page 56 of 65

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17.2   ENTIRE AGREEMENT, UPDATES, AMENDMENTS AND MODIFICATIONS

The Agreement (including the Transaction Documents and the Supplement and
Schedules thereto) constitutes the entire agreement of the Parties and their
Affiliates with regard to the Services and matters addressed therein, and all
prior agreements (including, without limitation, the Agreement for Systems
Operations Services dated April 20, 1993, as amended), letters, proposals,
discussions and other documents regarding the Services and the matters addressed
in the Agreement (including the Transaction Documents and the Supplement and
Schedules) and are superseded and merged into the Agreement (including the
Transaction Documents and the Supplement and Schedules thereto). Updates,
amendments and modifications to the Agreement including the Transaction
Documents may not be made orally, but shall only be made by a written document
signed in the case of this Master Agreement by both Parties and in the case of
each Transaction Document, by the Parties and, if applicable, permitted asignees
of such Transaction Documents. Any terms and conditions varying from the
Agreement (including the Transaction Documents and the Supplement and Schedules
thereto) on any order or written notification from either Party or its
Affiliates shall not be effective or binding on the other Party or its
Affiliates.

17.3   FORCE MAJEURE

a)     Neither Party shall be liable for any default or delay in the performance
       of its obligations hereunder, except for payment defaults, if and to the
       extent and while such default or delay is caused, directly or indirectly,
       by fire, flood, earthquake, elements of nature or acts of God, acts of
       war, terrorism, riots, civil disorders, rebellions or revolutions,
       strikes, lockouts, or labor difficulties or any other similar cause
       beyond the reasonable control of such Party and its Affiliates other than
       strikes, lockouts, or labor difficulties initiated by such Party's or its
       Affiliates or subcontractor's employees; and provided such default or
       delay could not have been prevented by reasonable precautions and cannot
       reasonably be circumvented by the nonperforming Party or its Affiliates
       through the use of alternate sources, work-around plans or other means,
       (individually, each being a "FORCE MAJEURE EVENT").


b)     If a Force Majeure Event occurs, the nonperforming Party will be excused
       from any further performance or observance of the obligation(s) so
       affected for as long as such circumstances prevail and such Party
       continues to use commercially reasonable efforts to recommence
       performance or observance whenever and to whatever extent possible
       without delay. Any Party so delayed in its performance will immediately
       notify the other by telephone and describe at a reasonable level of
       detail the circumstances causing such delay (to be confirmed in writing
       within twenty-four (24) hours after the inception of such delay).

c)     If any Force Majeure Event substantially prevents, hinders, or delays
       performance of the Services under any Transaction Document necessary for
       the performance of the critical functions of the Equifax users of such
       Services for more than fifteen (15) consecutive days, then at Equifax's
       option:

       i)     Equifax may procure such Services from an alternate source.
              Provided Equifax has not terminated the applicable Transaction
              Document pursuant to SECTION 17.3(c)(ii) and Equifax continues to
              make payment to IBM under such Transaction Document and Equifax
              exerts reasonable efforts to mitigate amounts payable to the
              alternate source, IBM will directly and timely pay the alternate
              source the full amount charged by such alternate source for the
              provision of such Services to Equifax until such time as IBM
              restores the Services and meets the Performance Standards but in
              no event for more than one hundred eighty (180) days; and/or

       ii)    Until such time as IBM has restored the Services, Equifax may
              terminate the Transaction Document as of a date specified by
              Equifax in a written notice of termination to IBM, and Equifax
              will pay all fees due and payable through the termination date. If
              Equifax elects such termination, Equifax shall only pay on account
              of such termination IBM's verifiable unrecovered investment and
              deferred profit,

                                                                   Page 57 of 65
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              if any, through the date of termination (but will not be liable
              for Termination Charges or Wind Down Expenses) as well as any fees
              for Services Transfer Assistance.

d)     This SECTION 17.3 does not limit or otherwise affect IBM's obligation to
       provide Disaster Recovery Services in accordance with SECTION 3.3 and the
       Schedules to each Transaction Document. In the event of a Force Majeure
       Event affecting Equifax, this SECTION 17.3 will not limit or otherwise
       relieve Equifax's obligation to pay any monies due IBM under the terms of
       the Agreement, except as provided in SECTION 17.3(c)(ii) and SECTION 3.3.

17.4   NONPERFORMANCE

To the extent any nonperformance by either Party of its nonmonetary obligations
under the Agreement results from or is caused by the other Party's failure to
perform its obligations under the Agreement, such nonperformance shall be
excused.

17.5   WAIVER

No waiver of any breach of any provision of the Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof.

17.6   SEVERABILITY

If any provision of the Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and such
provision shall be deemed to be restated to reflect the Parties' original
intentions as nearly as possible in accordance with applicable law(s).

17.7   COUNTERPARTS

The Agreement shall be executed in counterparts. Each such counterpart shall be
an original and together shall constitute but one and the same document.

17.8   GOVERNING LAW

The Agreement and any and all claims and disputes arising out of or in
connection with or related to the relationships and arrangements between the
Equifax Group and IBM and its Affiliates described in the Agreement will be
governed by and construed in accordance with the laws of the State of Georgia
and the United States of America. The Parties hereby (a) agree that the U.S.
District Court for the Northern District of Georgia, Atlanta Division, or if
such court does not have subject matter jurisdiction, the appropriate State or
Superior Court sitting in Fulton County, Georgia, shall have exclusive
jurisdiction over the actions arising out of or related to or in connection with
the Agreement and the subject matter of the Agreement, whether in contract,
tort, or any other form of action ("ACTION"); (b) agree to initiate any such
Action against the other Party only in such courts; (c) agree that they shall
not raise any defense to the lawful jurisdiction of such courts; and (d) agree
that they shall not attempt the removal of any Action to any other court,
whether local, state or federal courts of the United States or the courts of any
other country.

17.9   BINDING NATURE AND ASSIGNMENT

The Agreement will be binding on the Parties and their respective successors and
permitted assigns. Except as provided in this SECTION 17.9, neither Party may,
or will have the power to, assign the Agreement without the prior written
consent of the other, which consent shall not be unreasonably withheld, except
that either Party may assign its rights and

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obligations under the Agreement in whole or in part to an Affiliate which
expressly assumes such Party's obligations and responsibilities hereunder,
without the approval of the other Party. The assigning Party shall remain fully
liable for and shall not be relieved from the full performance of all
obligations under the Agreement. Any attempted assignment that does not comply
with the terms of this SECTION 17.9 shall be null and void. Any Party assigning
its rights or obligations to an Affiliate in accordance with the Agreement shall
provide written notice thereof to the other Party together with a copy of the
assignment document, within three (3) business days of such assignment.

17.10  NOTICES

a)     Whenever one Party is required or permitted to give notice to the other
       Party under the Agreement, such notice will be in writing unless
       otherwise specifically provided herein and will be deemed given when
       delivered in hand, one (1) day after being given to an express courier
       with a reliable system for tracking delivery, or five (5) days after the
       day of mailing, when mailed by United States mail, registered or
       certified mail, return receipt requested, postage prepaid, or when sent
       if delivered by facsimile.

b)     Notifications will be addressed as follows:

       1)     For breach or default under the Master Agreement, notify:

<TABLE>
<S>                                              <C>
              In the case of IBM:                In the case of Equifax:

              IBM Co-Chairman of the             Equifax Co-Chairman of the
              Integrated Planning Team           Integrated Planning Team
              1505 Windward Concourse            1525 Windward Concourse
              Alpharetta, Georgia  30005         Alpharetta, Georgia  30005
              Facsimile:  770-663-9701           Facsimile:  770-740-7952

              with a copy to:                    with a copy to:

              IBM General Counsel                Equifax Chief Legal Officer
              Route 100                          1600 Peachtree Street, N.W.
              Somers, New York  10569            Atlanta, Georgia  30309
              Facsimile:  914-766-8440           Facsimile:  404-885-8682
</TABLE>


       2)     For termination, breach or default under a Transaction Document,
              notify:

<TABLE>
<S>                                              <C>
              In the case of IBM:                In the case of Equifax:

              IBM Project Executive              Equifax Project Executive
              at the Notice address set forth    at the Notice address set forth
              in the affected Transaction        in the affected Transaction
              Document                           Document

              with copies to:                    with copies to:

              IBM Co-Chairman of the             Equifax Co-Chairman of the
              Integrated Planning Team           Integrated Planning Team
              1505 Windward Concourse            1525 Windward Concourse
              Alpharetta, Georgia  30005         Alpharetta, Georgia  30005
              Facsimile:  770-663-9701           Facsimile:  770-740-7952
</TABLE>


                                                                   Page 59 of 65
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<TABLE>
<S>                                              <C>
              and                                 and

              IBM General Counsel                 Equifax Chief Legal Officer
              Route 100                           1600 Peachtree Street, N.W.
              Somers, New York  10569             Atlanta, Georgia  30309
              Facsimile:  914-766-8440            Facsimile:  404-885-8682
</TABLE>


       3)     For all other notices under the Master Agreement:

<TABLE>
<S>                                              <C>
              In the case of IBM:                In the case of Equifax:

              IBM Co-Chairman of the             Equifax Co-Chairman of the
              Integrated Planning Team           Integrated Planning Team
              1505 Windward Concourse            1525 Windward Concourse
              Alpharetta, Georgia  30005         Alpharetta, Georgia  30005
              Facsimile:  770-663-9701           Facsimile:  770-740-7952
</TABLE>


       4)     For all other notices under a Transaction Document:

<TABLE>
<S>                                              <C>
              In the case of IBM:                In the case of Equifax:

              IBM Project Executive              Equifax Project Executive
              at the Notice address set forth    at the Notice address set forth
              in the affected Transaction        in the affected Transaction
              Document                           Document

              with a copy to:                    with a copy to:

              IBM Co-Chairman of the             Equifax Co-Chairman of the
              Integrated Planning Team           Integrated Planning Team
              1505 Windward Concourse            1525 Windward Concourse
              Alpharetta, Georgia  30005         Alpharetta, Georgia  30005
              Facsimile:  770-663-9701           Facsimile:  770-740-7952
</TABLE>


Either Party hereto may from time to time change its address for notification
purposes by giving the other prior written notice of the new address and the
date upon which it will become effective.

17.11  NO THIRD PARTY BENEFICIARIES

The Parties do not intend, nor will any Section hereof be interpreted, to create
for any third party beneficiary rights with respect to either of the Parties,
except (a) each member of the Equifax Group and each IBM Affiliate shall be a
third party beneficiary under the Agreement with respect to enforcement of any
rights such member of the Equifax Group or IBM Affiliate may have under SECTION
10, SECTION 11, or SECTION 14 of the Agreement, and (b) each Affiliate of the
Parties to which a Transaction Document has been assigned and accepted, will
have the rights and benefits described in that Transaction Document, and (c) the
third parties identified in SECTION 14 will have the rights and benefits
described in that Section.

                                                                   Page 60 of 65

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17.12  OTHER DOCUMENTS

Upon request of the other Party, on or after the Effective Date and the date(s)
of any Transaction Documents and amendments or revisions to any of the
foregoing, each Party shall furnish to the other such certificate of its
Secretary, certified copy of resolutions of its Board of Directors, or opinion
of its counsel as shall evidence that the Agreement or any amendment or revision
hereto has been duly executed and delivered on behalf of such Party or its
Affiliates.

17.13  CONSENTS AND APPROVALS

The Parties agree that in any instance where a consent, approval or agreement is
required of a Party in order for the other Party to perform under or comply with
the terms and conditions of the Agreement, then such Party will not unreasonably
withhold or delay such consent, approval or agreement and where consent,
approval or agreement cannot be provided, the Party shall notify the other Party
in a timely manner.

17.14  HEADINGS

All headings herein and the table of contents are not to be considered in the
construction or interpretation of any provision of the Agreement. The Agreement
was drafted with the joint participation of both Parties and shall be construed
neither against nor in favor of either, but rather in accordance with the fair
meaning thereof. In the event of any apparent conflicts or inconsistencies
between the provisions of the Master Agreement, the Exhibits, the Transaction
Documents, the Schedules or other attachments to the Master Agreement and
Transaction Documents, such provisions shall be interpreted so as to make them
consistent to the extent possible, and if such is not possible, the provisions
of the Master Agreement shall prevail.

17.15  REMARKETING

Equifax may not remarket all or any portion of the Services provided under the
Agreement, or make all or any portion of the Services available to any party,
without the prior written consent of IBM; provided, however, Equifax may sell or
make available to third parties which are customers or potential customers of
members of the Equifax Group and persons acquiring portions of the Equifax
Business from Equifax or its Affiliates access to elements of the Services under
the Agreement ("ELEMENTS OF THE SERVICES") subject to the following limitations:

1.     Equifax shall independently set its own pricing and policies in
       connection with any such access to Elements of the Services;

2.     Equifax does not utilize IBM's name as part of its marketing efforts
       regarding any such access to Elements of the Services;

3.     Equifax discloses to its customers accessing Elements of the Services
       that IBM is running the Systems but that IBM has no liability of any kind
       to such customers;

4.     if Equifax's activities for a customer accessing Elements of the Services
       cause IBM to fail to meet a Minimum Service Level, IBM shall be excused
       from such failure to the extent IBM demonstrates that the failure was
       caused by such customers' activities and to the extent such failure was
       not caused by IBM's failure to satisfy its obligations under the
       Agreement; and

5.     if IBM incurs incremental costs in connection with any such access to
       Elements of the Services by Equifax customers, such costs will be treated
       either under an existing charging methodology or, if none exists, then as
       a New Service in accordance with SECTION 3.12 hereof.

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Nothing herein may be construed to limit or hinder Equifax or the other members
of the Equifax Group from (i) marketing, selling or performing its services to
and for its customers or potential customers and/or (ii) from providing any
portion of the Services to its Affiliates.

17.16  COMMENCEMENT OF ACTIONS

Neither party may bring an action, regardless of form, arising out of the
Agreement more than two (2) years after the later to occur of the date on which
the cause of action has arisen or the date such cause of action was or should
have been discovered.

                                                                   Page 62 of 65

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17.17  IBM LOGO PRODUCTS WARRANTIES

Nothing in the Agreement is intended to replace, supercede or vitiate the
warranties and attendant rights and remedies granted to members of the Equifax
Group by IBM and/or its Affiliates with respect to IBM Logo Products as set
forth in any applicable lease, purchase and/or license arrangement.


                                                                   Page 63 of 65

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
