MANAGEMENT SERVICES AGREEMENT



            This MANAGEMENT SERVICES AGREEMENT (this "AGREEMENT") is dated

as of this day of November 29, 2001, effective as of February 29, 2000 by and

between PEARSON PLC, a company organized under the laws of England and Wales

("PEARSON"), and INTERACTIVE DATA CORPORATION, a Delaware corporation

("INTERACTIVE").



                              W I T N E S S E T H :



            WHEREAS, Interactive desires to obtain for itself and/or its

subsidiaries certain services from Pearson and its subsidiaries, and Pearson

desires to obtain for itself and/or its subsidiaries certain services from

Interactive and its subsidiaries, in each case in accordance with the terms and

subject to the conditions of this Agreement; and



            WHEREAS, Interactive is a public company whose majority shareholder

is Pearson.



            NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants contained in this Agreement, and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the

parties hereto agree as follows:



1.    DEFINITIONS.



      1.1   COMMINGLED INVOICE shall have the meaning ascribed in Section 4.3.



      1.2   COMMINGLED INVOICE STATEMENT shall have the meaning ascribed in

            Section 4.3.



      1.3   CONFIDENTIAL INFORMATION shall have the meaning ascribed in Section

            12.1.



      1.4   CONSULTING SERVICES shall have the meaning ascribed in Section 2.3.



      1.5   FEE and FEES shall have the meaning ascribed in Section 4.1.



      1.6   INITIAL TERM shall have the meaning ascribed in Section 7.1.



      1.7   INVENTORY shall have the meaning ascribed in Section 6.



      1.8   PERIOD shall have the meaning ascribed in Section 2.1.



      1.9   POSSESSING PARTY shall have the meaning ascribed in Section 6.



      1.10  PROVIDER shall have the meaning ascribed in Section 2.1.





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      1.11  PROVIDING PARTY shall have the meaning ascribed in Section 12.2.



      1.12  RECEIVING PARTY shall have the meaning ascribed in Section 12.2.



      1.13  RECIPIENT shall have the meaning ascribed in Section 2.1.



      1.14  REPRESENTATIVES shall have the meaning ascribed in Section 12.1.



      1.15  SCHEDULE and SCHEDULES shall have the meaning ascribed in Section

            2.1.



      1.16  SERVICE and SERVICES shall have the meaning ascribed in Section 2.1.



      1.17  SOFTWARE PROVIDERS shall have the meaning ascribed in Section 5.



      1.18  THIRD-PARTY SOFTWARE shall have the meaning ascribed in Section 5.



2.    SERVICES.



      2.1   PROVISION OF SERVICES. Subject to the terms and conditions of this

Agreement, each of the services (each, a "SERVICE" and, collectively, the

"SERVICES") described in the Schedules to this Agreement (the "Schedules") shall

be provided by the party or parties designated as the "PROVIDER" to the party or

parties designated as the "RECIPIENT" in the respective Schedule during the

period ("PERIOD") specified in such Schedule.



      2.2   ADDITIONAL AND MODIFIED SERVICES. Additional or modified Services

may be provided pursuant to this Agreement upon the mutual consent of the

parties. In the case of additional Services, the parties shall append to this

Agreement a new Schedule setting forth the terms of such additional Services. In

the case of modified Services, the parties shall append to this Agreement in

lieu of the relevant Schedule a revised Schedule setting forth the terms of the

modified Services.



      2.3   BUSINESS STRATEGY AND BUDGET CONSULTATION. In addition to the

Services described in the Schedules, Pearson shall also provide to Interactive,

upon Interactive's request from time to time therefor, consulting services in

respect of budgeting and other financial planning matters and in respect of

corporate development and strategic planning matters, including the evaluation

of potential transactions such as acquisitions, divestitures, joint ventures,

investments in other commercial entities and business financings (the

"CONSULTING SERVICES"). The Consulting Services shall be provided by Pearson

without monetary charge, provided, however, that Interactive shall be

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