

                             IRREVOCABLE PROXY
  
  
           IRREVOCABLE PROXY, dated as of May 26, 1998, by and between May &
 Speh, Inc., a Delaware corporation (the "Company "), and Charles D. Morgan
 (the "Stockholder"). 

           WHEREAS, concurrently with the execution and delivery of this
 Agreement, Acxiom Corporation, a Delaware Corporation ("Parent"), ACX
 Acquisition Co., Inc. a Delaware corporation and a wholly owned subsidiary
 of Parent ("Sub"), and the Company are entering into an Agreement and Plan
 of Merger, dated as of May 26, 1998 (the "Merger Agreement"), providing,
 among other things, for the merger (the "Merger") of Sub with and into the
 Company, as a result of which each of the outstanding shares of Common
 Stock, par value $.01 per share, of the Company (the "Company Common
 Stock") will be converted into the right to receive .80 of a share of the
 Common Stock, par value $.10 per share, of Parent (the "Parent Common
 Stock"), and the Company will become a wholly owned subsidiary of Parent;
 and 

           WHEREAS, the Stockholder is the owner beneficially and of record
 of an aggregate of 4,112,425 shares (the "Parent Shares") of the Parent
 Common Stock, of which 297,654 shares are in respect of options exercisable
 within 60 days of the date hereof; and 

           WHEREAS, as a condition to its willingness to enter into the
 Merger Agreement, the Company has requested that the Stockholder agree, and
 the Stockholder has agreed, to grant the Company an irrevocable proxy (the
 "Proxy") with respect to the Parent Shares, upon the terms and subject to
 the conditions hereof; 

           NOW, THEREFORE, to induce the Company to enter into the Merger
 Agreement and in consideration of the aforesaid and the mutual
 representations, warranties, covenants and agreements set forth herein and
 in the Merger Agreement, the parties hereto agree as follows: 

           1.   The Stockholder hereby constitutes and appoints the Company,
 during the term of this Agreement as the Stockholder's true and lawful
 proxy and attorney-in-fact, with full power of substitution, to vote all of
 the Parent Shares (and any and all securities issued or issuable in respect
 thereof) which Stockholder is entitled to vote, for and in the name, place
 and stead of the Stockholder, at any annual, special or other meeting of
 the stockholders of the Parent, and at any adjournment or adjournments
 thereof, or pursuant to any consent in lieu of a meeting or otherwise, in
 favor of any proposal to approve the issuance of the shares of Common Stock
 pursuant to the Merger Agreement and any transactions contemplated thereby. 
 All power and authority hereby conferred is coupled with an interest and is
 irrevocable. In the event that the Company is unable to exercise such power
 and authority for any reason, the Stockholder agrees that he will vote all
 the Parent Shares in favor of approval of the issuance of the shares of
 Common Stock pursuant to the Merger Agreement and the transactions
 contemplated thereby, at any such meeting or adjournment thereof, or
 provide his written consent thereto. 

           2.   The Stockholder hereby covenants and agrees that the
 Stockholder will not, and will not agree to, directly or indirectly, sell,
 transfer, assign, pledge, hypothecate, cause to be redeemed or otherwise
 dispose of any of the Parent Shares or grant any proxy or interest in or
 with respect to such Parent Shares or deposit such Shares into a voting
 trust or enter into a voting agreement or arrangement with respect to such
 Parent Shares other than in respect of transactions not prohibited by the
 terms of the Merger Agreement. 

           3.   The Stockholder represents and warrants to the Company, that
 the Parent Shares consist of 3,814,771 shares of  Parent Common Stock owned
 beneficially and of record by the Stockholder on the date hereof; such
 Parent Shares are all of the securities of the Parent owned of record or
 beneficially by the Stockholder on the date hereof, except for 297,654
 shares of  Parent Common Stock as to which the Stockholder holds stock
 options exercisable within 60 days of the date hereof; the Stockholder owns
 the Parent Shares free and clear of all liens, charges, claims,
 encumbrances and security interests of any nature whatsoever; and except as
 provided herein, the Stockholder has not granted any proxy with respect to
 the Parent Shares, deposited such Parent Shares into a voting trust or
 entered into any voting agreement or other arrangement with respect to such
 Parent Shares. 

           4.   Any shares of  Parent Common Stock issued to the Stockholder
 upon the exercise of any stock options that are currently exercisable or
 become exercisable during the term of this Agreement shall be deemed Parent
 Shares for purposes of this Agreement. 

           5.   This Proxy shall be governed by and construed in accordance
 with the laws of the State of Delaware without giving effect to the
 provisions thereof relating to conflicts of law. 

           6.   This Proxy shall be binding upon, inure to the benefit of,
 and be enforceable by the successors and permitted assigns of the parties
 hereto.  This Proxy and the rights hereunder may not be assigned or
 transferred by the Company, except that the Company may assign its rights
 hereunder to any direct or indirect subsidiary. 

           7.   This Proxy shall terminate at the earlier of (i) the
 effectiveness of the Merger, or (ii) the termination of the Merger
 Agreement in accordance with its terms, or (iii) upon notice of termination
 given by the Company to the Stockholder. 

           8.   This Proxy is granted in consideration of the execution and
 delivery of the Merger Agreement by the Company.  The Stockholder agrees
 that such Proxy is coupled with an interest sufficient in law to support an
 irrevocable power and shall not be terminated by any act of the
 Stockholder, by lack of appropriate power or authority or by the occurrence
 of any other event or events. 

           9.   The parties acknowledge and agree that performance of their
 respective obligations hereunder will confer a unique benefit on the other
 and that a failure of performance will not be compensable by money damages. 
 The parties therefore agree that this Proxy shall be specifically
 enforceable and that specific enforcement and injunctive relief shall be
 available to the Company and the Stockholder for any breach of any
 agreement, covenant or representation hereunder.  This Proxy shall revoke
 all prior proxies given by the Stockholder at any time with respect to the
 Parent Shares. 

           10.  The Stockholder will, upon request, execute and deliver any
 additional documents and take such actions as may reasonably be deemed by
 the Company to be necessary or desirable to complete the Proxy granted
 herein or to carry out the provisions hereof. 

           11.  If any term, provision, covenant, or restriction of this
 Proxy is held by a court of competent jurisdiction to be invalid, void or
 unenforceable, the remainder of the terms, provisions, covenants and
 restrictions of this Proxy shall remain in full force and effect and shall
 not in any way be affected, impaired or invalidated. 

           12.  This Proxy may be executed in two counterparts, each of
 which shall be deemed to be an original but both of which together shall
 constitute one and the same document. 

           IN WITNESS WHEREOF, the Company and the Stockholder have caused
 this Proxy to be duly executed on the date first above written. 
  
                              /s/ Charles D. Morgan
                              --------------------------------------
                              Charles D. Morgan
  
  
                              MAY & SPEH, INC. 
  
  
                              By: /s/ Peter I. Mason
                                 -----------------------------------
                                 Name:   Peter I. Mason               
                                 Title:  Chairman, President and CEO 



