NMR COMMISSIONS AGREEMENT



          NMR COMMISSIONS AGREEMENT (as amended from time to time, the

"Agreement"), dated as of May 7, 2002 (the "Effective Date"), with respect to

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Operating Agreement (as amended from time to time, the "Operating Agreement"),

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dated August 15, 1999, between NetRatings, Inc., a Delaware corporation

("NetRatings"), and Nielsen Media Research, Inc., a Delaware corporation

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("NMR"). Defined terms used but not otherwise defined herein shall have the

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respective meanings ascribed to them in the Operating Agreement.



          Section 5.1 of the Operating Agreement provides that, except as

otherwise provided therein, all Net Customer Billings derived from the

marketing, sale and distribution of the Approved Internet Service shall be

allocated in the following percentages: (i) NMR - 35% (the "Commission") and

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(ii) NetRatings - 65%.



          NetRatings has entered into an Agreement and Plan of Reorganization

dated as of May   , 2002 (the "Merger Agreement") with, among others, ACNielsen

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Corporation and ACNielsen eRatings.com. Section 6.2(h) of the Merger Agreement

contemplates that NetRatings and NMR will have entered into this Agreement as of

the Effective Time (as defined in the Merger Agreement).



          NetRatings and NMR wish to modify Section 5.1 and certain other

provisions of the Operating Agreement as described below.



     NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, hereby agree as follows:



     1. From the Effective Date until the termination of this Agreement:



          (a) Subject to Section 1(c) below, no Commission shall be payable to

     NMR following the Effective Date with respect to Net Customer Billings

     derived from customer sales; and



          (b) The second sentence of Section 2.2 of the Operating Agreement

     shall be amended and restated in its entirety to read as follows:



          "Notwithstanding the foregoing, NMR shall have primary responsibility

          for marketing products and services of the Approved Internet Service

          which are marketed and sold using the NMR Trademarks and the NRI

          Trademarks to customers in the following categories, in each case, to

          the extent that such customers are located in North America: (i)

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