UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG
        ACT OF 1934

        For the fiscal year ended March 31, 2000

                                       OR

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from __________ to __________

                         Commission file number 0-13163

                              ACXIOM(R) CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                               71-0581897
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

   1  INFORMATION WAY, P.O. BOX 8180, LITTLE ROCK, ARKANSAS        72203-8180
          (Address of principal executive offices)                 (Zip Code)

                                 (501) 342-1000
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.10 Par Value
                                (Title of Class)

                         Preferred Stock Purchase Rights
                                (Title of Class)

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant,  based upon the closing sale price of the registrant's Common Stock,
$.10 par value per share, as of June 20, 2000 as reported on the Nasdaq National

                                      -1-

Market, was approximately $2,433,946,068.  (For purposes of determination of the
above stated amount only, all directors,  officers and 10% or more  shareholders
of the registrant are presumed to be affiliates.)

The number of shares of Common Stock,  $.10 par value per share,  outstanding as
of June 20, 2000 was 88,135,363.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of Acxiom  Corporation's  Annual  Report to  Shareholders  for the
fiscal year ended March 31, 2000 ("Annual Report") are incorporated by reference
into Parts I and II of this Form 10-K.

     Portions  of the Proxy  Statement  for the Annual  Meeting of  Shareholders
("2000 Proxy  Statement")  are  incorporated  by reference into Part III of this
Form 10-K.

                                     PART I

Item 1.  Business

                                     SUMMARY

We are a leader in customer data integration in support of customer relationship
management.  We offer  innovative  database  marketing  services,  advanced data
integration and delivery technologies,  and premier data content. Acxiom enables
businesses to develop and deepen  customer  relationships  by achieving a single
view of customers  across the  enterprise.  Founded in 1969,  Acxiom is based in
Little Rock, Arkansas,  with operations  throughout the United States and in the
United Kingdom, France, Spain and Australia.

Our products and services enable our clients to use information to improve their
business   decision-making  and  effectively  manage  existing  and  prospective
customer  relationships.   We  believe  that  we  offer  our  clients  the  most
technologically advanced, accurate and timely solutions available. Our solutions
are  customized to the specific needs of our clients and the industries in which
they operate.

We target organizations that view data as a strategic  competitive advantage and
an integral component of their business decision-making  process.  Historically,
our client base has  primarily  been  Fortune 1000  companies  in the  financial
services, insurance,  information services, direct marketing, publishing, retail
and  telecommunications  industries.  More  recently,  our  industry  focus  has
expanded  to  include  the  pharmaceuticals/healthcare,   e-commerce,  Internet,
utilities,  automotive, high technology,  packaged goods and media/entertainment
industries. Our top 25 clients include:

ADP Financial Information     Bank of America           Household International,
  Services, Inc.              Chase Manhattan Bank        Inc.
Advance Publications, Inc.    Citigroup                 IBM Corporation
Allstate Insurance Company    Conseco, Inc.             The Polk Company
American Express Travel       Deluxe Corporation        Procter & Gamble
  Related Services Company,   Federated Department      Rodale, Inc.
  Inc.                          Stores, Inc.            Sears, Roebuck and Co.
American National Can         First USA Bank            Trans Union LLC
Associates First Capital      General Electric          Vodafone Airtouch Plc
AT&T Corporation                Capital Corporation     Wal-Mart Stores, Inc.
                              Guideposts

Our  primary  development  initiatives  over  the past  three  years  have  been
AbiliTecsm,  our patented customer data integration  technology,  and the Acxiom
Data  Network(SM),  our  proprietary  delivery  vehicle  for  AbiliTec  and  our
InfoBase(TM)  data  products.  We believe  that  AbiliTec is the  fastest,  most
accurate   customer  data  integration   technology   available  in  the  global
marketplace  today.  The Acxiom Data Network is a  web-enabled  technology  that

                                      -2-

allows us to cost effectively  provide our clients with real-time desktop access
to actionable  information over the Internet and via private networks. We expect
that the ease of use and low cost delivery of the Acxiom Data Network will allow
us to extend our scope of services in the existing markets we serve and, through
channel distribution  partners,  to expand our client base to include the middle
market and small  office/home  office companies  seeking  customer  relationship
management solutions.  For a more detailed discussion of AbiliTec and the Acxiom
Data  Network,  see the section  below under  "Acxiom's  Business /  Competitive
Strengths / AbiliTec and the Acxiom Data Network: Industry-leading customer data
integration and customer relationship management technologies."

We have  increased  revenue  from  $754.1  million in fiscal year 1999 to $964.5
million in fiscal year 2000, representing an increase of 28%. Over the same time
period,  our diluted  earnings  per share has  increased  from $0.78  (excluding
special  charges) to $1.00,  also a 28% increase.  Also during this time period,
our operating  profit  margin has improved from 15.6% in fiscal 1999  (excluding
special charges) to 17% in fiscal 2000. In fiscal 2000, approximately 62% of our
total revenue was under long-term contracts with initial terms of three years or
longer,  up from 53% in the prior year.  In  addition,  we reduced the number of
days sales  outstanding from 80 days at the end of fiscal 1999 to 67 days at the
end of fiscal 2000, which was significantly better than our 72-day target.

Information Services Industry

We  believe  the  following  trends and  dynamics  in the  information  services
industry will continue to provide us with growth opportunities:

     Increasing recognition of data as a competitive resource

     Increasing amount of raw data to manage

     Growth of the Internet and e-commerce

     Increasing importance of customer relationship management and customer data
     integration to major corporations

     Evolution of one-to-one marketing

     Growth in technology partnering

Competitive Strengths

We intend to  reinforce  our  position as a leading  provider  of customer  data
integration  and  information   management  solutions  by  capitalizing  on  our
competitive strengths, which include:

     Industry-leading   customer  data  integration  and  customer  relationship
     management technology: AbiliTec and the Acxiom Data Network

     Ability to build and manage large-scale databases

     Accurate and comprehensive data content

     Comprehensive information management services

     Ability to attract and retain talent

                                      -3-

Growth Strategy

Using our  competitive  strengths,  we are  continuing  to pursue the  following
strategic initiatives:

     Leverage AbiliTec and the Acxiom Data Network

     Further penetrate existing and new client industries

     Expand data content

     Capture cross-selling opportunities

     Pursue international opportunities

     Seek acquisitions and alliances that complement or expand our business

                                  RISK FACTORS

The risks  described below could  materially and adversely  affect our business,
financial  condition and results of future  operations.  These risks are not the
only ones we face. Our business  operations could also be impaired by additional
risks and uncertainties that are not presently known to us, or that we currently
consider immaterial.

We must  continue  to improve  and gain  market  acceptance  of our  technology,
particularly   AbiliTec  and  the  Acxiom  Data  Network,  in  order  to  remain
competitive and grow.

The  complexity  and   uncertainty   regarding  the   development  of  new  high
technologies  affects our  business  greatly,  as does the loss of market  share
through  competition,  or the  extent  and  timing of market  acceptance  of new
technologies like AbiliTec and the Acxiom Data Network. We are also affected by:

     the  potential  lengthening  of sales  cycles due to the nature of AbiliTec
     being an enterprise-wide solution;

     the  introduction  of competent,  competitive  products or  technologies by
     other companies;

     changes in the consumer and/or business information industries and markets;

     the company's ability to protect proprietary  information and technology or
     to obtain necessary licenses on commercially reasonable terms; and

     the impact of changing legislative, regulatory and consumer environments in
     the geography where AbiliTec will be deployed.

Maintaining  technological  competitiveness  in our  data  products,  processing
functionality,  software  systems and services is key to our continued  success.
Our ability to  continually  improve our  current  processes  and to develop and
introduce  new  products  and  services is  essential  in order to maintain  our
competitive position and meet the increasingly sophisticated requirements of our
clients.  If we fail to do so,  we could  lose  clients  to  current  or  future
competitors  which could result in decreased  revenues,  net income and earnings
per share. In addition,  there could be a change in the general economic climate
which would result in a reduction in demand for our products and services.

Changes  in  legislative,  regulatory,  or  consumer  environments  relating  to
consumer  privacy or  information  collection  and use may affect our ability to
collect and use data.

                                      -4-

There could be a material  adverse impact on our direct  marketing,  data sales,
and  AbiliTec   business  due  to  the  enactment  of  legislation  or  industry
regulations,  or simply a change in customs,  arising  from public  concern over
consumer  privacy  issues.  Restrictions  could be placed  upon the  collection,
management,  aggregation  and  use of  information  that  is  currently  legally
available,  in which  case our cost of  collecting  some  kinds of data might be
increased  materially.  It is also  possible  that we could be  prohibited  from
collecting  or  disseminating  certain  types  of  data,  which  could  in  turn
materially adversely affect our ability to meet our clients' requirements.

Data suppliers  might withdraw data from us, leading to our inability to provide
products and services.

Much of the data that we use is either purchased or licensed from third parties.
We compile the remainder of the data that we use from public record sources.  We
could  suffer a  material  adverse  effect  if owners of the data we use were to
withdraw the data from us. Data  providers  could withdraw their data from us if
there is a competitive  reason to do so or if legislation is passed  restricting
the use of the data. If a substantial  number of data providers were to withdraw
their data, our ability to provide products and services to our clients could be
materially  adversely  impacted  which could result in decreased  revenues,  net
income and earnings per share.

Failure to attract and retain  qualified  personnel could  adversely  affect our
business.

In the current marketplace, competition for qualified technical, sales and other
personnel is intense,  and we periodically  are required to pay premium wages to
attract and retain personnel.  There can be no assurance that we will be able to
continue to hire and retain sufficient qualified  management,  technical,  sales
and  other   personnel   necessary  to  conduct  our  operations   successfully,
particularly if the planned growth occurs.

Short-term contracts affect the predictability of our revenues.

While approximately 62% of our total revenue is currently derived from long-term
client  contracts  (defined as contracts  with  initial  terms of three years or
longer),  the  remainder  is not.  With  respect to that portion of our business
which is not under long-term  contract,  revenues are less  predictable,  and we
must engage in continual sales efforts to maintain revenue  stability and future
growth.

Our operations  outside the U.S.  subject us to risks normally  associated  with
international operations.

We conduct business  outside of the United States.  During the last fiscal year,
we received  approximately  6% of our revenues from business  outside the United
States.  As  part  of our  growth  strategy,  we  plan  to  continue  to  pursue
opportunities outside the U.S.  Accordingly,  our future operating results could
be  negatively  affected by a variety of  factors,  some of which are beyond our
control. These factors include regulatory, political or economic conditions in a
specific  country or region,  trade  protection  measures,  and other regulatory
requirements.  In order to  successfully  expand  non-U.S.  revenues  in  future
periods, we must continue to strengthen our foreign operations,  hire additional
personnel and continue to identify and execute beneficial  strategic  alliances.
To the extent  that we are  unable to do these  things in a timely  manner,  our
growth, if any, in non-U.S.  revenues will be limited, and our operating results
could be materially  adversely affected.  Although foreign currency  translation
gains and  losses  are not  currently  material  to our  consolidated  financial
position,  results of  operations  or cash  flows,  an  increase  in our foreign
revenues could subject us to foreign currency  translation  risks in the future.
Additional risks inherent in our non-U.S. business activities generally include,
among others,  potentially longer accounts  receivable payment cycles, the costs
of and difficulties in managing  international  operations,  potentially adverse
tax consequences, and greater difficulty enforcing intellectual property rights.

                                      -5-

Loss of data center capacity or interruption  of  telecommunication  links could
adversely affect our business.

Our ability to protect our data centers  against  damage from fire,  power loss,
telecommunications  failure or other  disasters  is critical to our future.  The
on-line  services  we  provide  are  dependent  on  links  to  telecommunication
providers.  We believe we have taken reasonable  precautions to protect our data
centers  and  telecommunication  links  from  events  that could  interrupt  our
operations.   Any   damage  to  our  data   centers   or  any   failure  of  our
telecommunications  links that  causes  interruptions  in our  operations  could
materially adversely affect our ability to meet our clients' requirements, which
could result in decreased revenues, income, and earnings per share.

Failure to  favorably  negotiate or  effectively  integrate  acquisitions  could
adversely affect our business.

From time to time, our growth strategy has included growth through acquisitions.
While we  believe  we have  been  relatively  successful  in  implementing  this
strategy during previous years,  there is no certainty that future  acquisitions
will be consummated  on acceptable  terms or that any acquired  assets,  data or
businesses will be successfully  integrated into our operations.  Our failure to
identify appropriate  acquisition  candidates,  to negotiate favorable terms for
future  acquisitions,  or to  successfully  integrate  them  into  our  existing
operations  could  result in  decreased  revenues,  net income and  earnings per
share.

Postal rate increases could lead to reduced volume of business.

The direct  marketing  industry has been  negatively  impacted from time to time
during past years by postal rate  increases.  Any future  increases will, in our
opinion, force direct mailers to mail fewer pieces and to target their prospects
more carefully.  This sort of response by direct mailers could negatively affect
us by decreasing  the amount of  processing  services  purchased  from us, which
could result in lower revenues, net income and earnings per share.

                               RECENT DEVELOPMENTS

Effective April 25, 2000, we sold a part of our DataQuick  business group, which
is based in San Diego,  California,  for $55.5  million.  We  retained  the real
property  data sourcing and  compiling  portion of DataQuick.  Of the total sale
price,  we received $30 million on the sale date, and will receive the remainder
on October 25, 2000.  We will report the gain on the sale of these assets in the
first quarter of fiscal 2001.

                                ACXIOM'S BUSINESS

Overview

We are a leader in customer data integration in support of customer relationship
management.  We offer  innovative  database  marketing  services,  advanced data
integration and delivery technologies,  and premier data content. Acxiom enables
businesses to develop and deepen  customer  relationships  by achieving a single
view of customers  across the  enterprise.  Founded in 1969,  Acxiom is based in
Little Rock, Arkansas,  with operations  throughout the United States and in the
United Kingdom, France, Spain and Australia.

Our products and services enable our clients to use information to improve their
business   decision-making  and  effectively  manage  existing  and  prospective
customer  relationships.   We  believe  that  we  offer  our  clients  the  most
technologically advanced, accurate and timely solutions available. Our solutions
are  customized to the specific needs of our clients and the industries in which
they operate.

                                      -6-

Information Services Industry

In  today's  technologically  advanced  and  competitive  business  environment,
companies  are  using  vast  amounts  of  customer,   prospect  and  marketplace
information to manage their  businesses.  As a result,  an information  services
industry  has evolved  that  provides a broad range of  products  and  services.
Within this  industry,  our products and services are centered on customer  data
integration and customer relationship  management.  To this end, we provide data
warehousing,  database management, real-time information delivery, data content,
and data center and network  management.  Our products  and services  enable our
clients  to use  information  to  improve  business  decision-making  and manage
customer  relationships.  This  information  can be used to answer our  clients'
important business questions such as:

     What are the profiles of our existing customers?

     Who are our prospective customers?

     Who are our most profitable customers?

     What do our customers want and when do they want it?

     How do we service our customers?

     How should we price our products and services?

     What distribution channels should we use?

     What new products should we develop?

We believe the trends and  dynamics  that will  provide us growth  opportunities
include the following:

Increasing  recognition  of data as a  competitive  resource.  Since the 1970's,
businesses have gathered and maintained increasing amounts of customer, product,
financial,  sales and marketing data in an electronic  format in order to better
manage their  operations.  Generally,  businesses have maintained this data in a
number of discrete and often incompatible  systems, and therefore,  the data has
not been readily accessible.  More recently,  advances in information technology
have allowed this data to be accessed and processed more cost  effectively  into
useful strategic information and shared more efficiently within an organization.
This has caused many companies to invest in managing and  maintaining  their own
internal data and  integrating  their data with external data sources to improve
business decision-making.

In a report  published  in  October,  1999 by the Meta Group  Inc.,  a Stamford,
Connecticut  information  technology  consulting  firm,  Meta predicted that the
nation's  largest  companies will need to spend up to $250 million each over the
next  three  years on  programs  to help  them  attract  and  retain  customers.
Corporations are continuing to increase the amount of expenditures  allocated to
building  data  warehouses,  which are  central  repositories  for the data that
resides within businesses. International Data Corporation projects that the data
warehouse market will grow from $10.9 billion in  1999 to $27.6 billion in 2003.
Companies using data as a competitive  resource have traditionally  consisted of
Fortune  1000  companies  in  the  financial  services,  insurance,  publishing,
information  service and retail  industries.  This group is expanding to include
companies  in the  telecommunications,  pharmaceuticals/healthcare,  e-commerce,
Internet,    utilities,    packaged    goods,    automotive,    technology   and
media/entertainment   industries.  Advances  in  technology  and  reductions  in
hardware  and  software  costs have also helped  expand the universe of users to
include middle market and small  office/home  office  companies  across multiple
industries.

Increasing amount of raw data to manage.  The combination of demographic  shifts
and lifestyle changes,  the proliferation of new products and services,  and the
evolution of multiple  marketing  channels have made the information  management
process increasingly complex. Marketing channels now include cable and satellite
television, telemarketing, direct mail, direct response, in-store point-of-sale,
on-line services and the Internet.  The multiplicity of these marketing channels

                                      -7-

has created more data and compounded the growth and complexity of managing data.
Advances in computer and software  technology have also unlocked vast amounts of
customer data which historically was inaccessible, further increasing the amount
of existing  data to manage and analyze.  Today,  it is common for a business to
keep several  thousand to tens of thousands of characters of  information  about
each customer. This compares to a few hundred characters of information kept ten
to twelve years ago. As these data resources expand and become more complex,  it
also becomes increasingly difficult to maintain the quality and integrity of the
data.

Growth  of the  Internet  and  e-commerce.  The  emergence  of the  Internet  is
dramatically  changing how consumers and businesses are purchasing  products and
services.  International  Data Corporation  estimates that transactions over the
Internet  will increase from  approximately  $80.5 billion  worldwide in 1999 to
$726.1  billion  worldwide  in 2003.  As a result  of this  change,  traditional
marketing techniques are being challenged. Businesses are being forced to change
how they market to and interact with their customers.  This shift is creating an
entirely new set of marketing complexities and opportunities, which will require
businesses to better understand and utilize customer and market data. Businesses
are seeking  access to highly  sophisticated  technology  resources  in order to
manage this new data rich environment and to capitalize on the tremendous growth
opportunities associated with this new medium.

Increasing  importance  of customer  relationship  management  and customer data
integration to major corporations. Customer relationship management has recently
emerged  as one  of the  most  important  issues  facing  global  companies.  In
conjunction with the Internet and e-business,  customer relationship  management
is  fundamentally   changing  the  way  companies  organize  and  conduct  their
businesses.  Whole new markets are being  created  around the  technologies  and
services that underlie customer relationship management.  The International Data
Corporation predicts that the total worldwide customer  relationship  management
services  market will reach $109.4 billion by 2003,  compared with $36.6 billion
in 1999. Within the customer  relationship  management field, there is a growing
recognition of the necessity of being able to quickly and efficiently  integrate
customer data in order for customer relationship management to work effectively.

Evolution of one-to-one marketing.  Advances in information  technology combined
with the ever  increasing  amounts of raw data and the  changing  household  and
population  profiles in the United  States  have  spurred  the  transition  from
traditional mass media to targeted one-to-one  marketing.  One-to-one  marketing
enables  the  delivery of a  customized  message to a defined  audience  and the
measurement of the response to that message. The Internet has rapidly emerged as
an ideal  one-to-one  marketing  channel.  It allows  marketing  messages  to be
customized  to  specific  consumers  and  allows  marketers  to  make  immediate
modifications  to their  messages based on consumer  behavior and response.  The
Internet can also accomplish  these  objectives far more cost  effectively  than
existing marketing mediums.

Growth in technology  partnering.  Companies are increasingly looking outside of
their  own  organizations  for  help  in  managing  the  complexities  of  their
information needs. The reasons for doing so include:

     allowing a company to focus on its fundamental business operations

     avoiding the difficulty of hiring and retaining scarce technical personnel

     taking advantage of world-class expertise in particular specialty areas

     benefiting from the cost efficiencies of outsourcing

     avoiding the organizational  and infrastructure  costs of building in-house
     capability

     benefiting more from the latest technologies

Competitive Strengths

We believe we possess  the  following  competitive  strengths  which allow us to
benefit from these industry trends and offer solutions to the information  needs
of our clients:

                                      -8-

AbiliTec and the Acxiom Data Network: Industry-leading customer data integration
and customer relationship management technologies.

     AbiliTec. We believe that AbiliTec and the Acxiom Data Network are emerging
as the leading solution for companies seeking to better integrate their customer
data and manage their customer  relationships.  Customer relationship management
involves studying,  identifying,  acquiring and retaining  customers.  Knowledge
delivered  directly and immediately to a desktop or customer point of contact in
real time is critical to the customer relationship management process.

As the basic  infrastructure  for integrated  customer  relationship  management
solutions,  AbiliTec allows the linking of disparate databases across a client's
business  and  makes  possible  personalized,  real-time  customer  relationship
management at every  customer  touch-point.  It allows our clients to accomplish
goals that were not possible  before.  We believe that AbiliTec's  unprecedented
accuracy and speed  should  quickly  establish  it as the industry  standard for
customer  data  integration,  both as an  internal  processing  tool  and as the
enabler of the single customer view that drives true, one-to-one marketing.

AbiliTec is a data  integration tool that permits  up-to-the-minute  updating of
consumer and business information with our data, thereby creating a new level of
data accuracy within the industry. By applying this unique, patented technology,
we are able to properly  cleanse  data and  eliminate  redundancies,  constantly
update the data to reflect  real-time  changes,  and  combine  our data with our
clients' data.

We will continue with the strategy  announced  last year to pursue and invest in
the  implementation  of AbiliTec  globally during the next 18 to 24 months.  Our
goal is to  continue to grow our  revenue at our recent  historical  rates while
aggressively  investing  in AbiliTec in order to  maintain  our  first-to-market
advantage  with this unique  technology.  During the last year, we completed the
successful   validation   of  the  AbiliTec   technology,   noting   substantial
improvements in the speed and accuracy of combining or appending data and in the
accurate  matching of valid names and  addresses.  We are  currently  putting in
place the processes and production  infrastructure to process massive amounts of
data, and we are continuing to improve the technology and taking the first steps
necessary for AbiliTec to become a global offering.  In addition, we are holding
training  sessions  across the company  designed to better equip our  associates
with the  knowledge and support they need to sell the AbiliTec  technologies  as
enterprise-wide solutions.

Some of the advantages already realized by the implementation of AbiliTec are:

     We have estimated that a major retailing client can save $30 million a year
     in postal costs alone due to a 5.2%  improvement in the  identification  of
     duplicates  and unmailable  addresses by applying  AbiliTec links to its 60
     million-record data warehouse.

     A major database of e-mail  addresses that once took 17 hours to update can
     be  updated  with  AbiliTec  in 1.5  hours,  a 91%  improvement  that gives
     Internet marketers the crucial information they need much more quickly.

     Using traditional processing methods, only 3.3% of name-and-address records
     contained in a major financial services company's database were flagged for
     suppression.   With  AbiliTec,  9.8%  of  the  files  were  identified  for
     suppression, or almost a three-fold improvement.

     Real estate data gathered from recorders' and assessors' offices across the
     country,  with AbiliTec  links  applied,  can be ready for  marketers'  use
     within three hours versus 24 hours with traditional  processing methods, an
     88% improvement.

     As our  business  has grown over the years,  more and more  demand has been
     placed on our mainframe computers. The speed of AbiliTec lessens that load.
     For example,  processing a leading national  retailer's 250  million-record
     data warehouse with AbiliTec saves 500 hours or almost 21 non-stop  24-hour
     days of mainframe usage per month.

                                      -9-

The financial  benefits for our clients generated by faster processing times are
multi-faceted. Our clients will gain advantages from AbiliTec by:

     Greatly  improving  the speed in which  campaigns  are brought to market in
     order to seize on opportunities more quickly than their competitors can.

     Leveraging  shorter  turnaround  times to increase  the  frequency  of data
     warehouse  updates.  With  AbiliTec,  some Acxiom  clients  have moved from
     monthly to weekly  updates,  others from  weekly to nightly,  and some have
     plans to utilize the  technology in an on-line  transaction  process (OLTP)
     mode  to  update  their  data  continuously,  as  new  information  becomes
     available.

     Basing marketing and other business decisions on more accurate data. In the
     world of customer or prospect data warehouses,  fresher  information equals
     more accurate information.

We also  believe  that  AbiliTec  will  enable our  clients to better  serve the
consumer  privacy  preferences  of  their  customers.  Just as  AbiliTec  allows
businesses to create a single view of their customers in real time for marketing
purposes, it will make it much easier for businesses to allow their customers to
access,  correct and  selectively  opt-out  their  information,  provide  better
safeguards around their customers'  information,  and facilitate the addition of
information such as preference in time and manner of contact.

     The Acxiom Data Network.

The Acxiom Data Network is an on-line  access and  web-enabled  delivery  system
that provides  authorized  clients with real-time desktop access to our AbiliTec
technology  and our data via the  Internet.  It also enables our clients to have
real-time access from their desktops to our consumer and business data products,
as well as  proprietary  client data  content from  databases  that we build and
manage for our  clients.  In  addition,  it allows  clients to  integrate  their
existing  databases  together in ways that have  previously  been  difficult  or
impossible.

The Acxiom Data  Network  allows us and our clients to integrate  data  directly
into customer relationship applications such as:

     customer analysis

     interactive web pages

     call centers

     direct mail initiatives

     campaign management

     point-of-sale

     customer service automation

     sales force automation

Delivery of information over the Internet or via private network,  as opposed to
traditional  delivery through CD-ROM,  floppy discs,  tape cartridges and tapes,
significantly  reduces the  turnaround  time from days to minutes or seconds and
reduces the operating costs associated with extended processing and turnaround.

                                      -10-

This affordable  access to data content will enable us to more efficiently serve
our  traditional  Fortune  1000 client base and it will also enable us to expand
our potential  client base to include what we believe to be over 20 million U.S.
middle  market and small  office/home  office  businesses.  We are working  with
channel partners,  who are leading e-commerce and industry  specialized software
solution  providers,  to expand the market  presence of the Acxiom Data Network.
The  use of  channel  partners  opens  new  markets  to us,  stimulates  product
development, and creates new revenue generating capabilities.

Ability to build and manage large-scale databases.

We have extensive  experience in developing and managing  large-scale  databases
for some of the world's largest companies including:  AT&T, Allstate,  Citibank,
General  Electric,   IBM,  and  Wal-Mart.  Our  state-of-the-art  data  centers,
computing  capacity  and  operating  scale  enable us to access and process vast
amounts  of raw  data and  cost  effectively  transform  the  data  into  useful
information.  We  house  over 300  terabytes  of disk  storage.  A  terabyte  is
approximately  one trillion  bytes,  and is the scale often used when  measuring
computer storage.

We provide a complete  solution  that starts with  consulting,  integrates  data
content,  applies data management  technology and delivers customer relationship
management   applications  to  the  desktop.   Our  open  system   client/server
environment  allows  our  clients to use a variety of tools,  and  provides  the
greatest   flexibility  in  analyzing  data  relationships.   This  open  system
environment  also  optimizes  our  clients'   requirements  for  volume,  speed,
scalability and functional performance.

Accurate and comprehensive data content.

We believe that we have the most comprehensive and accurate collection of United
States consumer,  business, property and telephone marketing data available from
a single supplier.  Our InfoBase  consumer  database  contains  approximately 17
billion data elements, which we believe covers over 95% of all households in the
United States.  Our InfoBase business  database covers  approximately 15 million
United States  businesses.  Our real estate database,  which includes most major
United States metropolitan areas, covers  approximately 70 million properties in
41 states.  We believe  our  InfoBase  TeleSource  product  represents  the most
comprehensive  repository of accurate  telephone number information for business
and consumer  telephone  numbers in the United States and Canada.  We believe we
process  more mailing  lists than any other  company in the United  States.  Our
clients use this data to manage existing  customer  relationships  and to target
prospective customers.

Comprehensive information management services.

We offer our clients comprehensive,  integrated information management solutions
tailored to their specific  needs.  We believe our total solution  approach is a
competitive  strength  because  it  allows  our  clients  to use a sole  service
provider for all of their  information  management needs. Our IT solutions cover
the  computing  requirements  of  our  clients,   ranging  from  full  mainframe
information  processing  centers to desktop  applications.  We currently operate
several large mainframe and midrange data centers, manage numerous networks, and
host Internet  applications.  We offer  information  management  services in the
following areas:

     mainframe computing operations

     client server management

     network management

     web hosting and content change management

     help desks

                                      -11-

     high-speed electronic printing

     print and mailing outsourcing

     bill presentation services

Ability to attract and retain talent.

We  believe  our  progressive  culture  allows  us to  attract  and  retain  top
associates,  especially  those in  technology  fields where  critical  technical
skills  are  scarce.  Our  culture  is based  on  concepts  such as  leadership,
associate development,  and continuous improvement. Our business culture rewards
customer satisfaction,  associate satisfaction and profitability. In addition to
our culture, our extensive  geographic  presence,  with over 50 locations in the
United States, Europe, and Australia,  including Atlanta,  Chicago,  London, Los
Angeles,  New York,  Phoenix,  and Sydney,  has  enhanced our ability to attract
talented  associates.  In both  1998  and  1999,  we were  included  on  Fortune
magazine's listing of the 100 best companies to work for in America. In 2000, we
were  named  in  ComputerWorld  magazine  as  one  of the  top  100  information
technology companies to work for, and Business Week ranked us in its list of the
top 200 IT companies in the U.S.

Growth Strategy

Using our  competitive  strengths,  we are pursuing a strategy that includes the
following initiatives:

Leverage AbiliTec and the Acxiom Data Network.

Our primary  development  initiative over the past three years has been AbiliTec
and the Acxiom Data Network.  These are proprietary  technologies that enable us
to provide our clients with what we believe to be the industry's  most effective
means to  integrate  their  customer  information  and then  enhance it with our
consumer and business information in a real-time manner over the Internet or via
private network. The Abilitec and Acxiom Data Network technologies are available
to a broad range of business  enterprises  that  desire to manage  existing  and
prospective  customer  relationships.  Our technology to deliver this capability
over the  Internet  via the Acxiom  Data  Network  was the first  offered in the
marketplace in 1998. Our goal is to establish  these  technologies as the widely
accepted standard for integrating,  managing and enhancing consumer and business
data,  providing a single,  accurate and  comprehensive  view of the customer in
real time across the enterprise.  We are marketing  AbiliTec and the Acxiom Data
Network through our existing sales  organization and through  alliances with our
channel  partners,  who include  leading  e-commerce  and  industry  specialized
software  solution  providers such as Oracle and Hewlett  Packard.  We expect to
generate revenues from AbiliTec and the Acxiom Data Network in two primary ways:

     Our clients can license the AbiliTec  technology and access the Acxiom Data
     Network as tools to integrate the customer data residing on their  internal
     systems on an ongoing  basis and then  enhance  that  information  with our
     InfoBase data product offerings.

     Our clients can use the Acxiom Data Network as a cost effective channel for
     accessing our data  products.  The ease of use and low cost delivery of the
     Acxiom  Data  Network  will allow us to extend our scope of services in our
     existing  markets  and expand our client  base to include the large pool of
     smaller companies seeking customer relationship management solutions. These
     markets have not historically been cost effective markets for us.

In addition to the benefits we expect to provide for our clients,  we anticipate
that the full  deployment of AbiliTec will also result in  significant  computer
and personnel cost saving to us internally.

Further penetrate existing and new client industries.

Our clients expect  information  management  solutions  tailored to the needs of
their  industry.  We have  developed  specific  knowledge for the  industries we
serve, including the financial services, insurance, information services, direct

                                      -12-

marketing,  publishing,  retail,   pharmaceuticals/healthcare,   technology  and
telecommunications  industries.  We expect to continue to expand our presence in
these  industries  as well as to penetrate new  industries as their  information
management needs increase.  The  telecommunications and utilities industries are
examples  of  industries  where   information  about  existing  and  prospective
customers is becoming  increasingly  important  as they move into a  deregulated
environment.  Other industries which we believe are undergoing  change that will
increase  the need for data and  information  management  services  include  the
e-commerce,   Internet,  automotive,   packaged  goods  and  media/entertainment
sectors.

Expand data content.

We continue to invest substantial resources to maintain the quality and increase
the scope of our databases.  We enhance our databases by adding new data through
multiple  sources and  increasing  the  accuracy of the data  through the use of
AbiliTec.  Expanding  our data  content  offerings  enables us to grow  existing
client relationships, capture new clients and enter new industries. Data content
also represents an attractive  business model for us because we can repackage it
into  multiple  formats  or  sell  it  through  various  distribution  channels,
including the Acxiom Data Network, at a minimal incremental cost.

Capture cross-selling opportunities.

Our  established  client base is primarily  composed of Fortune 1000  companies.
These  clients  use a single  product or service or a  combination  of  multiple
products and services. Our consultative approach,  comprehensive set of services
and  products  and  long-standing  client   relationships,   combined  with  the
increasing  information  needs of our  clients,  provide  us with a  significant
opportunity to offer our existing client base new and enhanced services
and products.

Pursue international opportunities.

We first entered the international marketplace with an acquisition in the United
Kingdom in 1986, and have made  additional  acquisitions  in Spain and France to
further  develop a European  presence.  Most  recently,  we have  entered into a
strategic  alliance with a German media and  information  services  company,  AZ
Bertelsmann  Direct.  Bertelsmann  has a database of 35 million names in Germany
alone, and does extensive work in Austria and Switzerland,  as well as in Spain.
Together with Bertelsmann, we intend to deliver international marketing data and
information management solutions to multinational clients operating in the major
European  markets.  The alliance will combine the geographic market strengths of
Bertelsmann  operations  in Germany and Austria  with Acxiom  operations  in the
United  Kingdom.  The  alliance  also will  leverage  the  complementary  market
services of each  company,  notably the  international  data  content  assets of
Bertelsmann  and  the   international   customer  data   integration,   customer
relationship  management,  and data  access and  delivery  solutions  offered by
Acxiom. The alliance will be an important step towards  introducing  AbiliTec as
the industry  standard for customer data integration  across Europe.  We believe
that the introduction of AbiliTec to the European market will be accelerated and
enhanced by Bertelsmann's exceptional access to high quality data content.

The  Bertelsmann  alliance  is  complementary  to  the  Levante  Global(TM)  CRM
Solutions alliance that was entered into during the last year with OgilvyOne,  a
leading  worldwide  marketing  agency owned by WPP Group.  The Levante  alliance
combines  OgilvyOne's  strategic and consultative skills with AbiliTec and other
Acxiom  technology to help companies  deploy  international  database  marketing
programs.  Also during the past year, we entered into a strategic  alliance with
PBL, a large publisher and broadcasting  company in Sydney,  Australia,  through
which we are offering our services in Australia and New Zealand.

Effective  April 1, 2000, we changed our internal  operations so as to integrate
what was formerly a separate  international  revenue  division into the domestic
revenue  divisions,  so that each  operating  division now has an  international
component.   Our   intention  is  to  transform   Acxiom  from  a  company  with
international  offices into a global company  capable of providing  solutions to
our customers in any part of the world. This represents a fundamental change not
only in terms of organizational  structure,  but in all of our processes.  It is
affecting how we  communicate,  how we sell, how we market,  and how we team. We
have been configuring our European  operations  centers to support larger,  more

                                      -13-

complex software systems, and plans to market AbiliTec globally are underway. We
have formed a global  solutions  resource  team which has the mission of helping
our sales force expand our global  customer  base.  In addition to exploring new
business  opportunities,  this team consults  with sales and account  leaders in
building relationships with our largest international customers.

We believe that our existing international presence,  combined with the emerging
market  demand  for  our  information   services,   represents  a  large  growth
opportunity for us.

Seek acquisitions and alliances.

We will continue to seek acquisition and alliance  opportunities  with companies
that can  complement  or expand our  business by offering  unique data  content,
strategic services or market presence in a new industry.  Previous  acquisitions
have  significantly  extended our range of products and services,  increased our
client base, and expanded our industry  coverage.  We currently have a number of
strategic  alliances  and actively  seek new  alliances  with channel  partners,
software developers and data content providers that will strengthen our position
in the marketplace and help us better serve our customers.

                                      -14-

Lines of Business

We  have  three  primary  lines  of  business:   Services,  Data  Products,  and
Information Technology Management.

Services

Our Services  segment  provides  solutions which integrate and manage  customer,
consumer,  and  business  data  using  our  information  management  skills  and
technology.  With the development and  implementation of AbiliTec and the Acxiom
Data Network,  we are poised to transition our  traditional  processing and data
delivery methods to the faster,  more efficient methods described above. See the
discussion of AbiliTec and the Acxiom Data Network under "Competitive Strengths"
above.  We use our core  competencies of data  integration,  data management and
data  delivery  to build  customized  solutions  for our  clients.  Our  primary
services include the following:

              Service                               Description

     Marketing database and    Develops strategies to effectively use and
     data warehouse design     transform data into actionable information
     consulting
                               Selects data elements that are relevant for a
                               particular client's goals and industry

                               Lays foundation for data warehouse/database
                               development and marketing campaigns

     Data integration          Standardizes, converts, cleanses and validates
                               data to ensure accuracy and remove duplicative
                               and unnecessary data

                               Creates accurate and comprehensive standardized
                               customer profile from disparate data sources

                               Augments client's data with our proprietary data

     Data warehouse/database   Designs, models and builds data warehouse/
     management and delivery   database

                               Provides data warehouse/database maintenance and
                               updates

                               Delivers information through a variety of
                               channels including the Internet via the Acxiom
                               Data Network

     Customer relationship     Provides market planning, analytical and
     applications              statistical modeling, campaign management,
     management                channel implementation, and tracking and
                               reporting applications

                               Enables client to manage and monitor customer
                               relationships

      List processing          Provides processing tools to increase accuracy,
                               deliverability and efficiency of marketing lists

                               Addresses and pre-sorts mailing to maximize
                               postal discounts and minimize handling costs

                               Cleanses and integrates mailing list data

                                      -15-

Data Products

Our InfoBase data products  include both business and consumer  data. We believe
InfoBase  represents the industry's most  comprehensive  and accurate  marketing
data  product  offerings  that  are  sold  on a  stand-alone  basis  as  well as
integrated with our customized service offerings.

Our primary products include the following:

           Product                          Description

InfoBase Enhancement       InfoBase Enhancement is the leading consumer data
(Consumer)                 enhancement product containing demographic and
                           lifestyle information on the majority of U.S.
                           households, and providing instant access to the first
                           and largest multi-source database in the U.S.

                           InfoBase Enhancement can process customer data
                           through multiple delivery options including
                           traditional or "batch" processing for large volumes
                           of data or online processing using the Acxiom Data
                           Network for smaller volumes for instant processing of
                           individual records.

InfoBase List (Consumer)   InfoBase List is a comprehensive multi-sourced,
                           consumer list designed to help target prospects
                           more effectively and efficiently. InfoBase
                           List consists of base name and address records
                           combined with InfoBase's industry-leading consumer
                           data including key demographics, home ownership
                           characteristics, purchase behavior and lifestyle
                           data.

                           No other compiled list in the business offers better
                           value on the key areas of comparison--coverage,
                           selectivity, deliverability, accuracy, freshness and
                           customer service.

                           Acxiom Data Network gives you on-demand, instant
                           access to Acxiom's superior InfoBase Consumer Lists.
                           Through Acxiom Data Network, you obtain InfoBase-
                           enhanced snapshots of your existing records or host
                           prospects for customer acquisition and retention
                           efforts, quickly and inexpensively.

InfoBase Business          InfoBase Business Enhancement gives you access to
Enhancement                information on over 13 million businesses.  Combine
                           information from this extensive, multi-sourced
                           database with your own customer records to pinpoint
                           good customers, the best prospects, and the market
                           segments with the highest profit potential.

InfoBase Business List     InfoBase Business List is a powerful tool for
                           business-to-business marketing that combines Acxiom's
                           industry-leading record for superior data quality
                           with access to over 13 million unique businesses
                           nationwide and their key employees. No other business
                           list can beat InfoBase Business List's accuracy and
                           deliverability.

                                      -16-

InfoBase TeleSource        InfoBase TeleSource is the most comprehensive,
                           multi-sourced telephone data product in the United
                           States. Averaging a 94% match rate on phone
                           appends or reverse phone appends, it allows you to
                           reach a greater number of qualified customers and
                           prospects. In fact, InfoBase TeleSource's national
                           database contains more than 160 million consumer
                           names, telephone numbers and addresses. This includes
                           35 million not available from any other source and 12
                           million business listings.

InfoBase eMail             A database that matches e-mail addresses to
Enhancement                corresponding postal names and addresses. Its purpos
                           is to enhance existing customer files with accurate,
                           deliverable e-mail addresses, including reverse phone
                           append.

InfoBase Analytics:        The DPA provides a comprehensive profile of customers
Data Profile Analysis      using InfoBase data.  DPA is provided as a printed
(DPA)                      document, but is also available in PC-compatible
                           formats.

InfoBase Analytics:        Scoring applied to the InfoBase List file, putting
Scored List Rental         into action models previously developed by the
                           customer or InfoBase Analytics.

InfoBase Analytics:        Custom scoring applied to a customer's self-prepared
Scored Customer Files      mail file, putting into action models previously
                           developed by the customer or by InfoBase Analytics.

InfoBase Analytics:        Propensity scores or segmentation codes (e.g.,
Modeled Data               income, net worth, internet users, etc.) modeled data
                           elements are utilized by other InfoBase products
                           (lists, enhancement, profiler). Modeled data
                           elements are created by InfoBase Analytics or by
                           outside sources.

Our clients use our data  products for a range of  decision-making  and customer
relationship  management functions including:  identification,  verification and
segmentation of customers and prospects for direct marketing purposes;  campaign
management; Internet marketing; point-of-sale marketing; sales force automation;
customer  service  automation;  risk  management;  fraud  prevention;  and other
information driven applications.

The data that we use is either  purchased or licensed from third parties,  or it
is obtained from public record.  We utilize multiple data sources to compile our
consumer database, including telephone directories, motor vehicle registrations,
drivers licenses,  voter registrations,  product  registration,  questionnaires,
warranty cards,  county real estate  property  records,  purchase  transactions,
mail-order transactions and postal service information. Our business database is
likewise  obtained from multiple sources and covers  practically  every business
throughout  the United  States.  Business data is verified by telephone at least
once a year or by matching  against  other  sources of the data.  Business  data
sources  include:   yellow  and  white  pages;  annual  reports  and  other  SEC
information;  federal,  state and municipal government data; business magazines,
newsletters,  and newspapers;  business registries;  the Internet;  professional
directories;  outbound telemarketers;  and postal service information.  Our real
estate  database is obtained from county  recorders'  and assessors'  files.  We
update  and  maintain  our  databases  frequently  in order to  provide  current
information to our clients.

Information Technology Management

Information  Technology (IT) outsourcing enables our customers to focus on their
core  business  while  Acxiom  manages  their  technology  needs.  We provide IT
services and solutions for large systems, mid-range processors, and networks.

                                      -17-

Our IT  outsourcing  services  give our  customers  a  secure,  high-performance
network and computing  environment,  supported by experienced IT  professionals.
The benefits include:

     computing and network capacity driven by customer demand

     highly scalable computing and network environments

     24 x 7 system availability

     improved service levels

     ability to implement new technologies

     access to skilled personnel

     significant reduction in operating costs while freeing up capital

- --------------------------------------------------------------------------------
          Overview                                      Services
- ------------------------------------       -------------------------------------

Our IT solutions cover the                 We offer technology services in
computing needs ofour clients              the following areas:
ranging, from full mainframe                  mainframe computing operations
information processing centers                client server management
to desktop applications. Acxiom               network management
currently operates several large              web hosting and content change
mainframe and midrange data centers,             management
manages numerous networks, and hosts          help desks
Internet applications.                        high-speed electronic printing
                                              print and mailing outsourcing
                                              bill presentation services
Clients

Our clients are  primarily in the  financial  services,  insurance,  information
services,  publishing, retail and telecommunications industries. Our ten largest
clients  represented  approximately  39% of our revenues in fiscal 2000.  No one
client accounted for more than 10% of our revenue during the past fiscal year.

We seek to  maintain  long-term  relationships  with  our  clients.  Many of our
clients typically operate under long-term  contracts  (defined as contracts with
initial  terms of at least three years in length).  In fiscal  2000,  62% of our
revenue was derived from long-term contracts.

                                      -18-

     Representative clients by the industries we serve include:

Financial Services           Insurance                  Information Services

American Express             Allstate                   ADP
Associates First Capital     Physicians Mutual          CCC Information Services
Bank One                     Prudential                 IBM
Bank of America                                         Polk
Chase Manhattan Bank                                    Trans Union
Citigroup
Conseco
Deluxe
Discover Financial Services
First USA Bank
GE Capital Corp
Household
Wachovia

Publishing                   Retail                          Telecommunications

Advance Publications         Federated Department Stores     AT&T
Guideposts                   Lands' End                      Sprint
Meredith                     Neiman Marcus                   Vodafone Airtouch
Rodale                       Sears
                             Wal-Mart
                             Wards

More   recently,    our   industry   focus   has   expanded   to   include   the
pharmaceuticals/healthcare,   e-commerce,   Internet,   utilities,   automotive,
technology,  packaged goods and media/entertainment  industries.  Representative
clients in these new industries  include Abbot  Laboratories,  America  On-Line,
DaimlerChrysler,  Discovery.Com, Inc., National Geographic, Novell, Parke-Davis,
Procter & Gamble, Searle, TAP Pharmaceuticals and 3Com.

In addition, our Information Technology Management outsourcing customers include
a  wide  array  of  clients,  such  as AGL  Resources,  American  National  Can,
AmericanTours   International,   Borden  Foods,  the  City  of  Chicago,   DeVry
Institutes,  Jack in the Box Restaurants,  NuWorld  Marketing,  Outboard Marine,
National Steel and Shipbuilding, Ralston Purina, and Sonoco.

Sales and Marketing

We have  separate  sales forces  dedicated to our  Services,  Data  Products and
Information  Technology Management lines of business. We maintain separate sales
forces to allow our sales representatives to concentrate on particular services,
technologies and client demands. However, we expect to increasingly leverage our
many and growing  relationships  to sell the full range of Acxiom solutions from
the entire corporation.

Both the  Services  and  Information  Technology  Management  sales  forces  are
decentralized  and  organized  by industry.  Our largest  clients have their own
dedicated  sales  personnel.  Sales to these and other large accounts  typically
involve  business  unit  leaders,  group leaders and other members of our senior
management.  Most major  contracts are negotiated with the highest levels of our
clients'  organizations and therefore  necessitate the involvement of our senior
executives.

Our Data Products  segment sells products rather than services and thus requires
a larger sales force. This sales force is organized into two groups.  The direct
data sales team sells InfoBase data products  directly to clients.  The channels
sales  team  focuses on  creating  sales  through  business  partners  and other
alternate channels of distribution.

                                      -19-

Pricing for Products and Services

We  have  standard  list  pricing  guidelines  for  many  services  such as list
processing,  national change of address processing,  merge/purge  processing and
other standard processing. Data warehousing/database management services tend to
be more  custom-designed  and are priced  individually  to each client.  We have
built  extensive  pricing  guidelines  and case studies for pricing based on our
experience in building large-scale data warehouses and databases.

Pricing for data warehouses and databases  normally  includes  separate fees for
design,  initial  build,  ongoing  updates,  queries and outputs.  We also price
separately for consulting and statistical analysis services.

We publish  standard list prices for many of our data  products.  These products
are priced with volume  discounts.  Licenses for our entire consumer or business
database for one or more years are priced individually.

AbiliTec is priced as intellectual  property and the right to use it is licensed
to our clients under one to three year license agreements.  The pricing includes
separate  fees for the annual  license  and for  individual  transactions.  Both
components allow for volume discounts.

Information  Technology  Management  services  are  priced  based on the cost of
managing and operating the data center, network and client/server systems.

Strategic Alliances

In addition to our  traditional  sales force  activity,  we maintain  and pursue
strategic  alliances to further the  development  and  distribution  of our best
products  and  services.  We partner  with  firms  that can help us service  our
clients.  Current  strategic  alliances formed to facilitate the adoption of our
AbiliTec  technology  include  Abacus,  AZ  Bertelsmann,   Dun  and  Bradstreet,
E.piphany, Hewlett-Packard, OgilvyOne, Oracle, and USADATA.com, among others. We
also have alliances with Bigfoot (e-mail  marketing),  Trans Union  (information
services),   Xchange,  Inc.  (customer  relationship   management   applications
software), and PBL (marketing services in Australia and New Zealand).

Our  strategic  alliances are  structured  in several ways.  Because each of our
partners is unique, it is necessary to create a structure specifically suited to
our needs and the needs of our business  partners.  Examples of various alliance
structures in which we participate include:

     joint ventures

     channel partner relationships

     minority interests in small, early-stage companies

     joint marketing alliances

     agreements to pay commissions for business directed to us

     agreements to pay finders fees for new clients directed to us

Competition

The  information  services  industry in which we operate is highly  competitive,
with no single dominant competitor.  Within the industry, there are data content
providers,  database  marketing service  providers,  analytical data application
vendors, enterprise software providers,  systems integrators,  consulting firms,
list  brokerage/list  management  firms and teleservices  companies.  Many firms
offer a limited  number of services  within a particular  geographic  area,  and
several  participants  tend to be  national or  international  and offer a broad
array of  information  services.  However,  we do not know of a competitor  that
offers our complete line of products and services.

                                      -20-

In  the  Services  market,  we  compete  primarily  with  in-house   information
technology  departments of current  clients,  as well as firms that provide data
warehousing  and database  services,  mailing list  processing,  and  consulting
services.  Competition  is based on the quality and  reliability of products and
services,  technological  expertise,  historical experience,  ability to develop
customized solutions for clients, processing capabilities and price. Competitors
in the data  warehousing  and  database  services  and mailing  list  processing
sectors include Harte-Hanks,  Metromail and Experian (both subsidiaries of Great
Universal  Stores),   Dynamark  (a  subsidiary  of  Fair  Isaac),  Epsilon,  and
KnowledgeBase Marketing (a subsidiary of Young & Rubicam).

In the Data Products market,  we compete with two types of firms: data providers
and list providers. Competition is based on the quality and comprehensiveness of
the information provided, the ability to deliver the information in products and
formats  that the  customer  needs and,  to a lesser  extent,  on the pricing of
information products and services.  Our principal competitors in this market are
Abacus Direct,  Experian,  R. L. Polk and infoUSA. We also compete with hundreds
of smaller firms that provide list brokerage and list management services.

In the Information  Technology Management services market,  competition is based
on the quality and  reliability  of services,  technical  expertise,  processing
capabilities,  processing environment and price. Our primary competitors include
Affiliated  Computer  Services;   Lockheed  Martin;  PKS  Information  Services;
Structure,   Systems  Management   Specialists  and  the  in-house   information
technology  departments of current  clients and those of potential  clients.  In
addition,  but on a less frequent  basis,  we compete with IBM,  Electronic Data
Systems, Computer Sciences Corporation, Perot Systems, and Worldcom IDC.

Privacy

We have always taken an active approach with respect to consumer privacy rights.
The growth of e-commerce and companies  wanting consumer  information means that
we must work even harder to guarantee  that our policies offer  individuals  the
protection to which they are entitled.

Consequently,  we actively  promote  adherence to a common set of strict privacy
guidelines for the direct marketing, e-commerce, and data industries as a whole.
Industry wide compliance  helps address U.S.  privacy  concerns and the rigorous
safe-harbor requirements of the European Union to ensure the continued free flow
of information.

Our own Fair  Information  Practices  Policy outlines the variety of measures we
currently take to protect  consumers'  privacy rights.  A copy of this policy is
posted on our website at www.acxiom.com.  Our multi-level  security systems, for
example,  are  designed  to ensure that only  authorized  clients can access our
data.  We go to great  lengths  to  educate  clients  and  associates  regarding
consumer right-to-privacy issues, guidelines, and laws. Our policy also explains
the simple steps that  consumers  may take to have their names  removed from our
InfoBase line of marketing products and to learn what non-public  information we
maintain about them in our reference products.

Companies  are  assessing  their  consumer  privacy  policies  and  beginning to
recognize that newly  developed  customer data  integration  technology can help
them honor individual privacy rights and address consumers' concerns. We believe
that  technologies  such as AbiliTec will enable  businesses to move beyond mere
privacy  "protection" and toward aggressive consumer advocacy.  Just as AbiliTec
allows  businesses  to create a single view of their  customers in real time for
marketing purposes,  it should make it much easier for businesses to allow their
customers to access, correct and selectively opt-out their information,  provide
better  safeguards  around their  customers'  information,  and  facilitate  the
addition of information such as preference in time and manner of contact.

Privacy legislation has been introduced in the Congress and in most of the fifty
states, and we anticipate that additional  legislation will be introduced in the
future.  We are  supportive of legislation  which codifies the current  industry
guidelines of notice and opt-out regarding whether or not a consumer's  personal
information  is used for  marketing  purposes.  With regard to certain  types of
sensitive  personal  information (such as medical data), we support choice on an
opt-in basis for third-party use.

                                      -21-

Employees

Acxiom employs approximately 5,600 employees  (associates)  worldwide.  With the
exception of  approximately  45  associates  who are engaged in  lettershop  and
fulfillment activities at Acxiom's Skokie,  Illinois facility,  none of Acxiom's
associates  are  represented by a labor union or are the subject of a collective
bargaining agreement.  Acxiom has never experienced a work stoppage and believes
that its employee relations are good.

Forward-Looking Statements

Certain  statements  in this  report  and in other  filings  by Acxiom  with the
Securities  and  Exchange  Commission,  and in  other  documents  such as  press
releases,  presentations  by Acxiom or its  management  and oral  statements may
constitute  "forward-looking  statements"  within  the  meaning  of the  Private
Securities  Litigation  Reform  Act of 1995.  These  statements,  which  are not
statements of historical fact, may contain estimates,  assumptions,  projections
and/or   expectations   regarding  Acxiom's  financial   position,   results  of
operations,  market position,  product development,  regulatory matters,  growth
opportunities and growth rates, acquisition and divestiture  opportunities,  and
other similar forecasts and statements of expectation.  Words such as "expects,"
"anticipates,"   "intends,"  "plans,"  "believes,"  "seeks,"   "estimates,"  and
"should," and variations of these words and similar expressions, are intended to
identify these forward-looking  statements.  Forward-looking  statements are not
guarantees  of  future  performance.  They  involve  known  and  unknown  risks,
uncertainties, and other factors which may cause the actual results, performance
or  achievements  of Acxiom to be materially  different from any future results,
performance  or  achievements   expressed  or  implied  by  any  forward-looking
statements.

The forward-looking  statements  contained in this report and in Acxiom's Annual
Report to  Stockholders,  portions of which are  incorporated  by reference into
this report,  include:  statements  on Acxiom's  future  results of  operations;
statements  concerning future revenue and earnings per share growth;  statements
concerning the length and future impact of our  investment in AbiliTec  products
and  Acxiom  Data  Network on our  client  base,  future  revenue  and  margins;
statements  concerning  the benefits of AbiliTec and Acxiom Data Network for our
customers; statements concerning any competitive lead; statements concerning the
impact of  implementation  of AbiliTec  and Acxiom Data  Network  technology  in
customer  relationship  management   applications;   statements  concerning  the
momentum of CRM applications and e-commerce  initiatives;  statements concerning
the future growth and size of the CRM market;  statements  regarding our ability
to penetrate existing and new client industries;  statements concerning AbiliTec
becoming an industry standard; statements concerning efficiency gains related to
the implementation of AbiliTec;  and statements  concerning  potential growth of
international markets.

The following are  important  factors that could cause actual  results to differ
materially from these forward-looking  statements: With regard to all statements
concerning AbiliTec and the Acxiom Data Network:  the complexity and uncertainty
regarding the  development  of new high  technologies;  the loss of market share
through  competition or the acceptance of these or other company  offerings on a
less rapid basis than expected; changes in the length of sales cycles due to the
nature of  AbiliTec  being an  enterprise-wide  solution;  the  introduction  of
competent,  competitive products or technologies by other companies;  changes in
the consumer and/or business information  industries and markets; our ability to
protect  proprietary  information and technology or to obtain necessary licenses
on  commercially  reasonable  terms;  and the  impact of  changing  legislative,
regulatory  and consumer  environments  in the geography  where AbiliTec will be
deployed.

With regard to the statements that generally relate to our business:  all of the
above factors; the possibility that economic or other conditions might lead to a
reduction in demand for our  products and  services;  our  continued  ability to
attract  and  retain  qualified  technical  and  leadership  associates  and the
possible  loss of  associates  to other  organizations;  the ability to properly
motivate  our sales  force and other  associates;  our  ability to achieve  cost
reductions;  changes in the  legislative,  regulatory and consumer  environments
affecting our business including but not limited to legislation, regulations and
customs relating to our ability to collect,  manage, aggregate and use data; the
fact that data  suppliers  might withdraw data from us, leading to our inability
to provide certain products and

                                      -22-

services;  the  effect of  short-term  contracts  on the  predictability  of our
revenues;  the  potential  loss of  data  center  capacity  or  interruption  of
telecommunication  links;  postal  rate  increases  that  could  lead to reduced
volumes of business;  and customers  that may cancel or modify their  agreements
with us.

With  specific  reference  to all  statements  that relate to the  providing  of
products  or  services  outside our  primary  base of  operations  in the United
States:  all of the  above  factors  and the  difficulty  of doing  business  in
numerous  sovereign  jurisdictions  due to  differences  in  culture,  laws  and
regulations.

These and other risk  factors  are more  specifically  described  in this report
under the caption "Risk Factors"  above. We believe that we have the product and
technology  offerings,  facilities,  associates  and  competitive  and financial
resources for continued business success,  but future revenues,  costs,  margins
and profits are all influenced by a number of factors, including those discussed
above and described under "Risk Factors," all of which are inherently  difficult
to forecast.  We undertake no obligation to publicly release any revision to any
forward-looking statement to reflect any future events or circumstances.

Item 2.  Properties

     The following  table sets forth the location,  ownership and general use of
the principal properties of Acxiom.

       Location                   Held                             Use

Acxiom Corporation:

  (a) Phoenix, Arizona             Held in fee      Customer service facilities;
                                                    data center; office space

  (b) Conway, Arkansas             Six facilities   Customer service facilities;
                                   held in fee;     data  center; office space
                                   one facility
                                   secures a
                                   $2,874,000
                                   encumbrance
                                   and another
                                   secures a
                                   $6,775,000
                                   encumbrance

  (c) Little Rock, Arkansas           Lease         Principal executive offices;
                                                    customer service facilities;
                                                    office space

  (d) Denver, Colorado                Lease         Customer service facilities

  (e) Stamford, Connecticut           Lease         Office space

  (f) Southfield, Michigan            Lease         Office space; data center

  (g) Bloomington, Minnesota          Lease         Customer service facilities;
                                                    office space

  (h) Carmel, New York                Lease         Office space; data center

  (i) Cincinnati, Ohio                Lease         Customer service facilities

  (j) Memphis, Tennessee              Lease         Customer service facilities;
                                                    office space

                                      -23-

Acxiom CDC, Inc.:

  (a) Chicago, Illinois               Lease         Office space; data center

Acxiom Limited:

  (a) London, England                 Lease         Customer service facilities;
                                                    office space

  (b) Sunderland, England          Held in fee      Office space; data center;
                                                    warehouse space; data
                                                    processing and fulfillment
                                                    service center

  (c) Cedex, France                   Lease         Office space

  (d) Barcelona, Spain                Lease         Office space

Acxiom / May & Speh, Inc.:

  (a) Chatsworth, California          Lease         Office space; data center;
                                                    customer service facilities;
                                                    print facilities

  (b) Woodland Hills, California      Lease         Office space; data center;
                                                    service facilities; print
                                                    facilities

  (c) Atlanta, Georgia                Lease         Office space

  (d  Chicago, Illinois               Lease         Office space; warehouse
                                                    facility

  (e) Downer's Grove, Illinois        Lease         Office space; data center;
                                                    customer service facilities

  (f) Melville, New York              Lease         Office space; print
facilities

  (g) Rochester, New York             Lease         Office
space

Acxiom Australia Pty Ltd:

  (a) Sydney, Australia               Lease        Office space

Acxiom SDC, Inc. (d/b/a
Buckley
Dement, an Acxiom Company):

  (a) Skokie, Illinois                Lease        Office space; data center;
                                                   customer service facilities;
                                                   warehouse facility;
                                                   lettershop

     Acxiom also leases  additional  sales office space in Arizona,  California,
Georgia,  Illinois,  Kansas,  Massachusetts,  Missouri,  Nevada, New Jersey, New
York,  North  Carolina,   Ohio,  Pennsylvania,   Texas,  Virginia,   Washington,
Washington, D.C., Canada, and the United Kingdom.

     Acxiom's  headquarters is in Little Rock,  Arkansas,  located in a building
completed  during the last fiscal year. We also completed  construction of a new
customer  service  facility in Little Rock,  Arkansas last year,  and during the
first  quarter of fiscal year 2001 we completed  construction  of a new customer
service facility in Conway,  Arkansas.  The Conway facilities  consist of office
buildings and a data processing center. During fiscal year 2001, construction is
expected  to begin on new  customer  service  facilities  in Little  Rock and in
Phoenix.

                                      -24-

     In general,  our offices,  customer service and data processing  facilities
are in good condition.  Management believes that our facilities are suitable and
adequate to meet our current needs.  Management  believes  that,  except for the
planned  expansions  noted above, no substantial  additional  properties will be
required during fiscal year 2001.

Item 3.  Legal Proceedings

On September 20, 1999 Acxiom and certain of its directors and officers were sued
by an  individual  shareholder  in a purported  class action filed in the United
States District Court for the Eastern  District of Arkansas.  The action alleges
that  the  defendants  violated  Section  11 of the  Securities  Act of  1933 in
connection  with the July 23, 1999 public  offering of  5,421,000  shares of our
common stock. In addition,  the action seeks to assert liability against Company
Leader Charles Morgan  pursuant to Section 15 of the Securities Act of 1933. The
action seeks to have a class  certified of all  purchasers  of the stock sold in
the public offering.  Two additional suits were  subsequently  filed in the same
venue  against the same  defendants  and  asserting  the same  allegations.  The
plaintiffs have now filed a consolidated  complaint.  The cases are still in the
initial  phase of  litigation,  with the  defendants  having filed their initial
response to the lawsuit.  We believe the  allegations  are without merit and the
defendants intend to vigorously  contest the cases, and at the appropriate time,
seek their dismissal.

There are various  other  litigation  matters that arise in the normal course of
our  business.  We don't  believe any of these,  however,  are material in their
nature or scope.

Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable.

                          EXECUTIVE OFFICERS OF ACXIOM

     Each of Acxiom's executive officers, including position held, age, and year
of initial  appointment as an executive officer and business  experience for the
past five years, is listed below:

Name                       Position Held                    Age     Year Elected

Charles D. Morgan    Chairman of the Board              57          1972
                         and President (Company Leader)

Rodger S. Kline      Chief Operating Officer,           57          1975
                         Treasurer and Director

James T. Womble      Division Leader and Director       57          1975

C. Alex Dietz        Division Leader                    57          1979

Paul L. Zaffaroni    Division Leader                    53          1990

L. Lee Hodges        Division Leader                    53          1998

Jerry C. Jones       Business Development               44          1999
                         and Legal Leader

Robert S. Bloom      Chief Financial Officer            44          1992
- -------------------------

                                      -25-

 Mr.  Morgan  joined  Acxiom in 1972.  He has been  Chairman of the Board of
     Directors since 1975, and serves as Acxiom's President (Company Leader). He
     is also a director and Chairman of the Board-elect of the Direct  Marketing
     Association.  In  addition,  he serves as  Chairman of the Board of Hendrix
     College.  He was employed by IBM Corporation  prior to joining Acxiom.  Mr.
     Morgan  holds a  mechanical  engineering  degree  from  the  University  of
     Arkansas.

 Mr. Kline joined Acxiom in 1973 and serves as Acxiom's  Treasurer and Chief
     Operating Officer (Operations  Leader).  Prior to joining Acxiom, Mr. Kline
     was employed by IBM Corporation.  He holds an electrical engineering degree
     from the University of Arkansas.

 Mr.  Womble  joined  Acxiom  in 1974 and  serves  as one of  Acxiom's  four
     Division  Leaders.  Mr.  Womble is also a director  of Sedona  Corporation.
     Prior to joining  Acxiom,  he was employed by IBM  Corporation.  He holds a
     degree in civil engineering from the University of Arkansas.

 Mr. Dietz joined Acxiom in 1970 and served as a Vice President  until 1975.
     Between  1975 and 1979 he was an officer of a commercial  bank  responsible
     for data  processing  matters.  Following his return to Acxiom in 1979, Mr.
     Dietz served as a  senior-level  officer of Acxiom and is presently  one of
     Acxiom's  Division  Leaders.   Mr.  Dietz  holds  a  degree  in  electrical
     engineering from Tulane University.

 Mr. Zaffaroni joined Acxiom in 1990. He serves as one of Acxiom's  Division
     Leaders. Prior to joining Acxiom, he was employed by IBM for 21 years, most
     recently serving as regional sales manager. Mr. Zaffaroni holds a degree in
     marketing from Youngstown State University.

 Mr. Hodges  joined  Acxiom in 1998.  He serves as one of Acxiom's  Division
     Leaders.  Prior to joining Acxiom, he was employed for 6 years with Tascor,
     the outsourcing subsidiary of Norrell Corporation, most recently serving as
     a senior vice president.  Prior to that time, Mr. Hodges served in a number
     of engineering,  sales,  marketing and executive  positions with IBM for 24
     years.   Mr.  Hodges  holds  a  degree  in  industrial   engineering   from
     Pennsylvania State University.

 Mr. Jones joined Acxiom in 1999.  Prior to joining Acxiom,  he was employed
     for  nineteen  years as an attorney in private  practice  with the Rose Law
     Firm,  representing a broad range of business interests.  Mr. Jones holds a
     degree in public  administration  from the University of Arkansas and a law
     degree from the University of Arkansas School of Law.

 Mr.  Bloom  joined  Acxiom  in 1992 as Chief  Financial  Officer.  Prior to
     joining  Acxiom,  he was employed for six years with Wilson  Sporting Goods
     Co. as chief financial officer of its international division.  Prior to his
     employment with Wilson, Mr. Bloom was employed by Arthur Andersen & Co. for
     nine years, serving most recently as manager. Mr. Bloom, a Certified Public
     Accountant, holds a degree in accounting from the University of Illinois.

     There are no family  relationships among any of Acxiom's executive officers
and/or directors.

                                     PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
     Matters

The  information  required by this Item appears in Acxiom's  Annual Report at p.
52, which information is incorporated herein by reference.

Item 6.   Selected Financial Data

The  information  required by this Item appears in Acxiom's  Annual Report at p.
18, which information is incorporated herein by reference.

                                      -26-

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

The  information  required by this Item appears in Acxiom's Annual Report at pp.
19-28, which information is incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

Acxiom's earnings are affected by changes in short-term interest rates primarily
as a result  of its  revolving  credit  agreement,  which  bears  interest  at a
floating rate. Acxiom does not use derivative or other financial  instruments to
mitigate the interest  rate risk.  Risk can be estimated by measuring the impact
of a near-term  adverse movement of 10% in short-term  market interest rates. If
short-term  market  interest rates average 10% more in fiscal 2001 than in 2000,
there would be no material  adverse  impact on Acxiom's  results of  operations.
Acxiom has no material  future  earnings or cash flow  expenses  from changes in
interest rates related to its other long-term debt  obligations as substantially
all of Acxiom's remaining  long-term debt obligations have fixed rates. At March
31,  2000,  the  fair  value  of  Acxiom's  fixed  rate  long-term   obligations
approximated carrying value.

Although Acxiom conducts business in foreign  countries,  principally the United
Kingdom,  foreign  currency  translation  gains and losses are not  material  to
Acxiom's consolidated  financial position,  results of operations or cash flows.
Accordingly,  Acxiom is not  currently  subject  to  material  foreign  currency
exchange  rate risks from the effects that  exchange  rate  movements of foreign
currencies  would have on Acxiom's future costs or on future cash flows it would
receive from its foreign  investment.  To date,  Acxiom has not entered into any
foreign  currency  forward  exchange  contracts  or other  derivative  financial
instruments  to hedge the effects of adverse  fluctuations  in foreign  currency
exchange rates.

As discussed in note 8 to the  consolidated  financial  statements,  Acxiom is a
party to two equity forward purchase agreements under which it will purchase 3.1
million and 0.2  million  shares of its common  stock at average  total costs of
approximately  $20.81 and $26.51 per share,  respectively,  for a total notional
purchase  price of $69.4 million.  The value of the equity forward  contracts at
March 31, 2000 was $38.6  million,  based on the market  value of Acxiom  common
stock of $33.25 at March 31,  2000.  The value of the equity  forward  contracts
will vary based on the market price of the common stock. For each $1.00 increase
or decrease in the stock price,  the value of the equity forward  contracts will
increase or decrease by approximately $3.3 million.

Item 8.   Financial Statements and Supplementary Data

     The Financial  Statements  required by this Item appear in Acxiom's  Annual
Report at pp. 29-49, which information is incorporated herein by reference.  The
Financial  Statement  Schedule which constitutes the Supplementary Data required
by this Item is attached hereto.

Item 9.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
     Financial Disclosure

     Not applicable.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

     Pursuant  to general  instruction  G(3) of the  instructions  to Form 10-K,
information concerning Acxiom's executive officers is included under the caption
"Executive  Officers  of  Acxiom"  at the  end of  Part I of  this  Report.  The
remaining   information  required  by  this  Item  appears  under  the  captions
"Proposals You May Vote On,"  "Information  About the Board of  Directors,"  and
"Section 16(a) Reporting Delinquencies" in Acxiom's 2000 Proxy Statement,  which
information is incorporated herein by reference.

                                      -27-

Item 11.  Executive Compensation

     The information  required by this Item appears under the heading "Executive
Compensation"   in  Acxiom's  2000  Proxy   Statement,   which   information  is
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information  required by this Item  appears  under the heading  "Stock
Ownership" in Acxiom's 2000 Proxy Statement,  which  information is incorporated
herein by reference.

Item 13.  Certain Relationships and Transactions

     The  information  required by this Item appears under the heading  "Certain
Transactions"   in  Acxiom's  2000  Proxy   Statement,   which   information  is
incorporated herein by reference.

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedule and Reports on Form 8-K

     (a)  The following documents are filed as a part of this Report:

     1.   Financial Statements.

         The following  consolidated  financial statements of the registrant and
its  subsidiaries  included on pages 29 through 49 of Acxiom's Annual Report and
the Independent  Auditors' Report on page 50 thereof are incorporated  herein by
reference. Page references are to page numbers in the Annual Report.

                                                                         Page

Consolidated Balance Sheets as of March 31, 2000 and 1999                29

Consolidated Statements of Operations for the years ended
March 31, 2000, 1999 and 1998                                            30

Consolidated Statements of Cash Flows for the years ended
March 31, 2000, 1999 and 1998                                            31

Consolidated Statements of  Stockholders' Equity for the
years ended March 31, 2000, 1999 and 1998                                32-33

Notes to Consolidated Financial Statements                               34-49

Independent Auditors' Report                                             50

2.   Financial Statement Schedule.

         The following additional  information for the years 2000, 1999 and 1998
is submitted  herewith and appears on the two pages  immediately  preceding  the
signature page of this Report on Form 10-K.

     Independent Auditors' Report

     Schedule II - Valuation and  Qualifying  Accounts for the years ended March
31, 2000, 1999 and 1998

                                      -28-

     All other  schedules  are omitted  because they are not  applicable  or not
required or because the  required  information  is included in the  consolidated
financial statements or notes thereto.

3.   Exhibits and Executive Compensation Plans.

         The following  exhibits are filed with this Report or are  incorporated
by reference to previously filed material.

Exhibit No.

3(a)     Amended and Restated Certificate of Incorporation  (previously filed as
         Exhibit  3(i)  to  Acxiom's  Quarterly  Report  on  Form  10-Q  for the
         quarterly period ended June 30, 1996,  Commission File No. 0-13163, and
         incorporated herein by reference)

3(b)     Amended  and  Restated  Bylaws  (previously  filed as  Exhibit  3(b) to
         Acxiom's Annual Report on Form 10-K for the fiscal year ended March 31,
         1991,   Commission  File  No.  0-13163,   and  incorporated  herein  by
         reference)

4(a)     Rights  Agreement  dated  January  28,  1998  between  Acxiom and First
         Chicago Trust Company of New York, as Rights Agent, including the forms
         of Rights Certificate and of Election to Exercise,  included in Exhibit
         A to the Rights  Agreement and the form of  Certificate  of Designation
         and Terms of  Participating  Preferred  Stock of  Acxiom,  included  in
         Exhibit B to the Rights Agreement  (previously  filed as Exhibit 4.1 to
         Acxiom's Current Report on Form 8-K dated February 10, 1998, Commission
         File No. 0-13163, and incorporated herein by reference)

4(b)     Form of  Indenture  with Form of Note  attached  as Exhibit "A" for the
         5.25%  Convertible  Subordinated  Notes due 2003 of Acxiom  May & Speh,
         Inc. (f/k/a May & Speh, Inc.)  (previously  filed as Exhibit 4.1 to the
         Form S-3 Registration  Statement of May & Speh, Inc., filed on February
         19, 1998, Commission File No.
         333-46547, and incorporated herein by reference)

10(a)    Data Center Management Agreement dated July 27, 1992 between Acxiom and
         Trans Union Corporation (previously filed as Exhibit A to Schedule 13-D
         of Trans Union Corporation  dated August 31, 1992,  Commission File No.
         5-36226, and incorporated herein by reference)

10(b)    Agreement to Extend and Amend Data Center  Management  Agreement and to
         Amend  Registration  Rights Agreement dated August 31, 1994 (previously
         filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31,
         1995, as amended,  Commission File No. 0-13163, and incorporated herein
         by reference)

10(c)    Data  Management  Outsourcing  Agreement  dated  April 1, 1999  between
         Acxiom and  Allstate  Insurance  Company  (previously  filed as Exhibit
         10(c) to Acxiom's  Annual Report on Form 10-K for the fiscal year ended
         March 31, 1999, Commission file No. 0-13163, and incorporated herein by
         reference)

10(d)    Acxiom  Corporation  Deferred  Compensation  Plan (previously  filed as
         Exhibit  10(b) to  Acxiom's  Annual  Report on Form 10-K for the fiscal
         year  ended  March  31,  1990,   Commission  File  No.   0-13163,   and
         incorporated herein by reference)

10(e)    Amended and Restated Key Associate Stock Option Plan of Acxiom
         Corporation

10(f)    2000 Associate Stock Option Plan of Acxiom Corporation

10(g)    Acxiom  Corporation  U.K.  Share  Option  Scheme  (previously  filed as
         Exhibit  10(f) to  Acxiom's  Annual  Report on Form 10-K for the fiscal
         year  ended  March  31,  1997,   Commission  File  No.   0-13163,   and
         incorporated herein by reference)

                                      -29-

10(h)    Leadership Compensation Plan

10(i)    Acxiom Corporation Non-Qualified Deferred Compensation Plan (previously
         filed as Exhibit  10(i) to Acxiom's  Annual Report on Form 10-K for the
         fiscal year ended March 31, 1996, Commission File No.
         0-13163, and incorporated herein by reference)

10(j)    Credit  Agreement,   dated  as  of  December  29,  1999,  among  Acxiom
         Corporation and Chase Bank of Texas, National Association, individually
         and as  co-administrative  agent for certain other Lenders (the "Credit
         Agreement")

10(k)    Increased Commitment Supplement to Credit Agreement, dated as of
         February 22, 2000

10(l)    Increased Commitment Supplement to Credit Agreement, dated as of June
         15, 2000

13       Portions of Acxiom's Annual Report

21       Subsidiaries of Acxiom

23       Consent of KPMG LLP

24       Powers of  Attorney  for Robert S.  Bloom,  Dr. Ann H. Die,  William T.
         Dillard  II,  Harry L.  Gambill,  Rodger S.  Kline,  Thomas  F.  (Mack)
         McLarty,  III,  Charles D. Morgan,  Stephen M.  Patterson  and James T.
         Womble

27       Financial Data Schedule

         Listed  below are the  executive  compensation  plans and  arrangements
currently  in effect  and which are  required  to be filed as  exhibits  to this
Report:

          2000 Associate Stock Option Plan of Acxiom Corporation
          Amended and Restated Key Associate Stock Option Plan of Acxiom
               Corporation
          Acxiom Corporation U.K. Share Option Scheme
          Leadership Compensation Plan
          Acxiom Non-Qualified Deferred Compensation Plan
- ----------------

     (b) Reports on Form 8-K.

     None.

                                      -30-

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Acxiom Corporation:

Under date of May 2, 2000,  we reported on the  consolidated  balance  sheets of
Acxiom  Corporation  and  subsidiaries  as of March 31,  2000 and 1999,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the years in the three-year period ended March 31, 2000, which
are  included  in the 2000 annual  report to  shareholders.  These  consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year ended March 31, 2000. In connection with
our audits of the  aforementioned  consolidated  financial  statements,  we also
audited the related  financial  statement  schedule of valuation and  qualifying
accounts.  This  financial  statement  schedule  is  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an  opinion on this
financial statement schedule based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly, in all material respects, the information set forth therein.

                                             KPMG LLP

/s/ KPMG LLP

Dallas, Texas
May 2, 2000

                                                                    Schedule II

                       ACXIOM CORPORATION AND SUBSIDIARIES

                  Schedule of Valuation and Qualifying Accounts

                    Years ended March 31, 2000, 1999 and 1998

                                 (In thousands)

                              Additions                 Bad              Balance
                  Balance at  charged to    Other      debts      Bad     at end
                  beginning   costs and   additions   written    debts      of
                  of period   expenses     (note)       off    recovered  period

2000:
  Allowance for
  doubtful
  accounts,
  returns and
  credits        $ 5,619      2,313        1,010       3,910      320      5,352
                   =====      =====        =====       =====      ===      =====

1999:
  Allowance for
  doubtful
  accounts,
  returns and
  credits        $ 3,847      2,373         710        2,026      715      5,619
                   =====      =====         ===        =====      ===      =====

1998:
  Allowance for
  doubtful
  accounts,
  returns and
  credits        $ 4,898      3,105         224       4,777       397      3,847
                   =====      =====         ===       =====       ===      =====

Note - Other additions  represent the valuation  accounts acquired in connection
with business combinations.

                                      -32-

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned.

                                           ACXIOM CORPORATION

Date:  June 26, 2000                       By: /s/ Catherine L. Hughes
                                              ------------------------
                                              Catherine L. Hughes
                                              Secretary

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and as of the dates indicated.

Signature

Robert S. Bloom*           Chief Financial Officer                June 26, 2000
- ----------------           (Principal accounting officer)
Robert S. Bloom

Dr. Ann H. Die*            Director                               June 26, 2000
- ---------------
Dr. Ann H. Die

William T. Dillard II*     Director                               June 26, 2000
- ----------------------
William T. Dillard II

Harry C. Gambill*          Director                               June 26, 2000
Harry C. Gambill

Rodger S. Kline*           Chief Operating Officer,               June 26, 2000
- ----------------           Treasurer and Director
Rodger S. Kline            (Principal financial officer)

Thomas F. McLarty, III*    Director                               June 26, 2000
- -----------------------
Thomas F. McLarty, III

Charles D. Morgan*         Chairman of the Board and              June 26, 2000
- ------------------         President (Company Leader)
Charles D. Morgan          (Principal executive officer)

Stephen M. Patterson*      Director                               June 26, 2000
- --------------------
Stephen M. Patterson

James T. Womble*           Division Leader and Director           June 26, 2000
- ----------------
James T. Womble

*By: /s/ Catherine L. Hughes
    ------------------------
    Catherine L. Hughes
    Attorney-in-Fact

                                      -33-

                                  EXHIBIT INDEX
                              Exhibits to Form 10-K

Exhibit                               Exhibit
   No.

3(a)     Amended and Restated Certificate of Incorporation  (previously filed as
         Exhibit  3(i)  to  Acxiom's  Quarterly  Report  on  Form  10-Q  for the
         quarterly period ended June 30, 1996,  Commission File No. 0-13163, and
         incorporated herein by reference)

3(b)     Amended  and  Restated  Bylaws  (previously  filed as  Exhibit  3(b) to
         Acxiom's Annual Report on Form 10-K for the fiscal year ended March 31,
         1991,   Commission  File  No.  0-13163,   and  incorporated  herein  by
         reference)

4(a)     Rights  Agreement  dated  January  28,  1998  between  Acxiom and First
         Chicago Trust Company of New York, as Rights Agent, including the forms
         of Rights Certificate and of Election to Exercise,  included in Exhibit
         A to the Rights  Agreement and the form of  Certificate  of Designation
         and Terms of  Participating  Preferred  Stock of  Acxiom,  included  in
         Exhibit B to the Rights Agreement  (previously  filed as Exhibit 4.1 to
         Acxiom's Current Report on Form 8-K dated February 10, 1998, Commission
         File No. 0-13163, and incorporated herein by reference)

4(b)     Form of  Indenture  with Form of Note  attached  as Exhibit "A" for the
         5.25%  Convertible  Subordinated  Notes due 2003 of Acxiom  May & Speh,
         Inc. (f/k/a May & Speh, Inc.)  (previously  filed as Exhibit 4.1 to the
         Form S-3 Registration  Statement of May & Speh, Inc., filed on February
         19, 1998, Commission File No.
         333-46547, and incorporated herein by reference)

10(a)    Data Center Management Agreement dated July 27, 1992 between Acxiom and
         Trans Union Corporation (previously filed as Exhibit A to Schedule 13-D
         of Trans Union Corporation  dated August 31, 1992,  Commission File No.
         5-36226, and incorporated herein by reference)

10(b)    Agreement to Extend and Amend Data Center  Management  Agreement and to
         Amend  Registration  Rights Agreement dated August 31, 1994 (previously
         filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31,
         1995, as amended,  Commission File No. 0-13163, and incorporated herein
         by reference)

10(c)    Data  Management  Outsourcing  Agreement  dated  April 1, 1999  between
         Acxiom and  Allstate  Insurance  Company  (previously  filed as Exhibit
         10(c) to Acxiom's  Annual Report on Form 10-K for the fiscal year ended
         March 31, 1999, Commission file No. 0-13163, and incorporated herein by
         reference)

10(d)    Acxiom  Corporation  Deferred  Compensation  Plan (previously  filed as
         Exhibit  10(b) to  Acxiom's  Annual  Report on Form 10-K for the fiscal
         year  ended  March  31,  1990,   Commission  File  No.   0-13163,   and
         incorporated herein by reference)

10(e)    Amended and Restated Key Associate Stock Option Plan of Acxiom
         Corporation

10(f)    2000 Associate Stock Option Plan of Acxiom Corporation

10(g)    Acxiom  Corporation  U.K.  Share  Option  Scheme  (previously  filed as
         Exhibit  10(f) to  Acxiom's  Annual  Report on Form 10-K for the fiscal
         year  ended  March  31,  1997,   Commission  File  No.   0-13163,   and
         incorporated herein by reference)

10(h)    Leadership Compensation Plan

10(i)    Acxiom Corporation Non-Qualified Deferred Compensation Plan (previously
         filed as Exhibit  10(i) to Acxiom's  Annual Report on Form 10-K for the
         fiscal year ended March 31, 1996, Commission File No.
         0-13163, and incorporated herein by reference)

10(j)    Credit  Agreement,   dated  as  of  December  29,  1999,  among  Acxiom
         Corporation and Chase Bank of Texas, National Association, individually
         and as  co-administrative  agent for certain other Lenders (the "Credit
         Agreement")

10(k)    Increased Commitment Supplement to Credit Agreement, dated as of
         February 22, 2000

10(l)    Increased Commitment Supplement to Credit Agreement, dated as of June
         15, 2000

13       Portions of Acxiom's Annual Report

21       Subsidiaries of Acxiom

23       Consent of KPMG LLP

24       Powers of  Attorney  for Robert S.  Bloom,  Dr. Ann H. Die,  William T.
         Dillard  II,  Harry L.  Gambill,  Rodger S.  Kline,  Thomas  F.  (Mack)
         McLarty,  III,  Charles D. Morgan,  Stephen M.  Patterson  and James T.
         Womble

27       Financial Data Schedule

                                 EXHIBIT 10(e)

              AMENDED AND RESTATED KEY ASSOCIATE STOCK OPTION PLAN
                                       OF
                               ACXIOM CORPORATION
                               as of May 24, 2000

     1. Establishment, Continuation, and Purpose. On November 9, 1983, the Board
of Directors (the "Board") and the shareholders of Acxiom Corporation  (formerly
CCX  Network,  Inc.) (the  "Company")  approved the adoption of the CCX Network,
Inc.  Incentive Stock Option Plan and the CCX Network,  Inc.  Nonstatutory Stock
Option Plan. Such plans were amended and restated effective as of April 22, 1987
so as to combine the two separate plans into one plan (the "Plan") and to comply
with certain  provisions  of the Tax Reform Act of 1986.  Subsequent  amendments
were adopted on July 20, 1988;  January 30,  1991;  May 26, 1993;  May 24, 1995,
July 23,  1996,  May 28, 1997,  and May 24, 2000.  The purpose of the Plan is to
further  the growth and  development  of the  Company  and any of its present or
future subsidiary  corporations,  as hereinafter defined, by granting to certain
key  associates of the Company and any subsidiary  corporation,  as an incentive
and encouragement to stock ownership, options to purchase shares of common stock
of the Company,  $.10 par value  ("Common  Stock"),  thereby  offering  such key
associates a proprietary  interest in the  Company's  business and a more direct
stake in its continuing welfare,  and aligning their interests with those of the
Company's stockholders.

     2.  Administration.  The Plan shall be  administered  by a  committee  (the
"Committee")  of no less than two  "disinterested"  (as that term is  defined in
Rule 16b-3 of the  Securities  Exchange  Act of 1934,  as amended  (the  "Act"))
members of the  Company's  Board of  Directors.  The  Committee is authorized to
grant options on behalf of the Company as hereinafter provided, to interpret the
Plan and  options  granted  pursuant  to the Plan,  and to make and  amend  such
regulations as it may deem appropriate.

     3. Grant of Options.  Options to purchase  shares of Common  Stock shall be
granted on behalf of the Company by the  Committee  from time to time and within
the  limits  of the Plan.  The  Committee  shall  determine  the key  associates
("Optionees" or "Participants") of the Company and of any subsidiary corporation
to whom  options are to be granted,  the number of shares to be granted to each,
the option  price,  the option  period(s),  and the number of shares that may be
exercised  during such option  period(s).  Options granted under the Plan may be
either  non-qualified  stock options or incentive  stock options,  as defined by
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code").  The
Committee,  at the time each option is granted,  shall  designate such option as
either a non-qualified  stock option or an incentive stock option. Any incentive
stock option granted under the Plan must be  exerciseable  within ten (10) years
of the date upon  which it is  granted.  For  incentive  options  granted  after
December 31, 1986,  the aggregate  fair market value (as  determined at the time
the option is  granted)  of the stock with  respect to which  incentive  options
granted herein are  exerciseable  for the first time by any Optionee  during any
calendar  year (under all plans of the Company and its  subsidiaries)  shall not
exceed $100,000.

     4. Shares Subject to the Plan. The shares which may be granted  pursuant to
the Plan shall be authorized  and unissued  shares of Common Stock not exceeding
in the aggregate 15,200,000 shares.

     5.  Eligible  Participants.  All  key  associates  of the  Company  and any
subsidiary  corporation of the Company shall be eligible to receive  options and
thereby  become  Participants  in the Plan. In granting  options,  the Board may
include or exclude previous  Participants in the Plan. As used herein, the terms
"subsidiary  corporation"  and  "parent  corporation"  shall mean a  "subsidiary
corporation" or "parent corporation" as defined in Section 425 of the Code.

     For purposes of this Plan, a "key  associate"  shall mean  employees of the
Company  or  its  affiliates,  directors,  officers  (whether  or not  they  are
directors),  independent  contractors  and consultants who render those types of
services which tend to contribute materially to the success of the Company or an
affiliate or which reasonably may be anticipated to contribute materially to the
future success of the Company or an affiliate.

No executive  officer named in the Summary  Compensation  Table of the Company's
then current Proxy  Statement  shall be eligible to receive in excess of 600,000
options in any three-year period.

     6. Option Price.  (a) The price for each share of Common Stock  purchasable
under any incentive  option shall be not less than one hundred percent (100%) of
the fair market  value per share on the date of grant.  The price for each share
of Common Stock purchasable  under any  non-qualified  option shall be any price
determined  by the  Committee in its sole  discretion.  All such prices shall be
subject to  adjustment  as provided for in paragraph 17 hereof.  For purposes of
determining the fair market value of the Common Stock, the following rules shall
apply:

          (i) If the Common  Stock is at the time  listed or admitted to trading
     on any stock  exchange,  then the fair market value shall be either (a) the
     closing  sales  price of the Common  Stock on the date in  question  on the
     principal  exchange on which the Common Stock is then listed or admitted to
     trading, or (b) the average bid and ask price for the ten (10) trading days
     preceding the week during which the Committee grants options.  With respect
     to (a), if no reported  sale of the Common Stock takes place on the date in
     question on the  principal  exchange,  then the fair market  value shall be
     determined  as of the  closest  preceding  date  on  which  such  principal
     exchange  shall be have been open for  business  and  shares of the  Common
     Stock were traded.

          (ii) If the  Common  Stock is not at the time  listed or  admitted  to
     trading  on a stock  exchange,  the  fair  market  value  shall be the mean
     between the closing bid and asked  quotations  for the Common  Stock on the
     date  in  question  in the  over-the-counter  market,  as such  prices  are
     reported in a publication  of general  circulation  selected by the Company
     and  regularly  reporting  the  market  price of the  Common  Stock in such
     market.  If there are no bid and asked  quotations  for the Common Stock on
     such date, the fair market value shall be deemed to be the mean between the
     closing bid and asked  quotations  in the  over-the-counter  market for the
     Common Stock on the closest date  preceding  the date in question for which
     such quotations are available.

     (b) If any Optionee to whom an incentive  option is to be granted under the
Plan is on the date of grant  the owner of stock (as  determined  under  Section
425(d) of the Code)  possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any one of its subsidiaries,  then the
following special  provisions shall be applicable to any options granted to such
individual:

               (i) The option  price per share of Common  Stock  subject to such
          option  shall not be less than  110% of the fair  market  value of one
          share of Common Stock on the date of grant; and

               (ii) The option shall not have a term in excess of five (5) years
          from the date of grant.

                                      -2-

     7. Exercise  Period.  Subject to paragraph 18, the period for exercising an
option (the "Exercise Period") shall be such period of time as may be designated
by the Committee at the time of grant, except that:

          (a) If a Participant  retires during the Exercise Period,  such option
     shall be  exerciseable  only  during  the three (3)  months  following  the
     effective date of  retirement,  but in no event after the expiration of the
     Exercise Period, unless the Committee in its discretion provides otherwise.

          (b) If a  Participant  terminates  his or her  employment by reason of
     disability,  such  option  shall be  exerciseable  only  during the six (6)
     months following such termination,  but in no event after the expiration of
     the  Exercise  Period,  unless the  Committee  in its  discretion  provides
     otherwise.

          (c) If a  Participant  dies during the  Exercise  Period,  such option
     shall  be  exerciseable  by  the  executors,  administrators,  legatees  or
     distributees of the Participant's estate only during the twelve (12) months
     following  the date of death,  but in no event after the  expiration of the
     Exercise Period, unless the Committee in its discretion provides otherwise.

          (d) If a Participant  ceases to be an associate of the Company for any
     cause other than  retirement,  disability  or death,  such option  shall be
     exerciseable  only during the three (3) months following such  termination,
     but in no event after the  expiration  of the Exercise  Period,  unless the
     Committee in its discretion provides otherwise.

     The maximum  duration of any incentive  stock option granted under the Plan
shall be ten (10) years from the date of grant,  although  such  options  may be
granted for a lesser duration. The Committee shall have the right to accelerate,
in whole or in part,  from time to time,  conditionally  or  unconditionally,  a
Participant's rights to exercise any option granted hereunder.

     8. Exercise of Option. Subject to paragraphs 7(a), 7(b), 7(c), 7(d) and 18,
an option may be exercised at any time and from time to time during the Exercise
Period.  If one of the events referred to in paragraphs 7(a), 7(b), 7(c) or 7(d)
occurs,  the option shall be  exerciseable  (subject to paragraph 18) under this
paragraph 8 during the three months following retirement,  during the six months
following  termination  by  reason  of  disability,  during  the  twelve  months
following death, or during the three months following  termination for any other
reason,  only as to the  number of  shares,  if any,  as to which the option was
exerciseable  immediately prior to said retirement,  disability,  death or other
termination, unless the Committee in its discretion provides otherwise.

     Notwithstanding  the foregoing,  with respect to any incentive stock option
granted under the Plan prior to January 1, 1987, no such incentive  stock option
shall be  exerciseable  by a Participant  while there is  outstanding  any other
incentive  stock  option  which was  previously  granted to the  Participant  to
purchase  shares in the  Company or in a  corporation  which (at the time of the
granting of such option) is a parent or subsidiary  corporation  of the Company,
or is a predecessor  corporation of any such  corporation.  This provision shall
not apply to any options  granted after  December 31, 1986. For purposes of this
paragraph 8, any incentive  stock option shall be treated as  outstanding  until
such option is exercised in full or expires by reason of lapse of time.

         9. Payment for Shares. Full payment for shares purchased, together with
the amount of any tax or excise  due in  respect of the sale and issue  thereof,
shall  be made in such  form of  property  (whether  cash,  securities  or other

                                      -3-

consideration) as may be acceptable to the Committee.  The Company will issue no
certificates  for  shares  until full  payment  therefor  has been  made,  and a
Participant  shall have none of the rights of a shareholder  until  certificates
for the  shares  purchased  are  issued  to him or  her.  In  lieu  of  cash,  a
Participant may pay for the shares purchased with shares of the Company's Common
Stock  having a fair  market  value  on the  date  upon  which  the  Participant
exercises his or her option equal to the option price,  or with a combination of
cash and  shares  of Common  Stock  equal to the  aggregate  option  price.  For
purposes of  determining  fair market value,  the rules set forth in paragraph 6
shall apply. The Committee may permit a Participant to defer the issuance of any
shares, subject to such rules and procedures as it may establish.

     10. Withholding  Taxes. The Company may require a Participant  exercising a
non-qualified  option  granted  hereunder  to  reimburse  the  Company  (or  the
subsidiary which employs such  Participant) for taxes required by any government
to be withheld or otherwise  deducted and paid by such corporation in respect of
the issuance of the shares.  For purposes of determining  fair market value, the
rules set forth in Paragraph 6 shall apply.  A Participant  may elect to satisfy
such withholding requirements by any one of the following methods:

          (a) A  Participant  may request  that the  Company (or the  subsidiary
     which  employs such  Participant)  withhold from the number of shares which
     would otherwise be issued to the  Participant  that number of shares (based
     upon the fair  market  value of the Common  Stock on the date of  exercise)
     which would  satisfy the  withholding  requirement.  If such an election is
     made, the Participant must notify the Company that he or she is so electing
     either (i) six months prior to the date the option exercise becomes taxable
     (which will either be the date of exercise or, if an election under Section
     83(b) of the Code is made, six months before the date of exercise), or (ii)
     during any period  beginning on the third  business day  following the date
     upon which any quarterly or annual sales and earnings statement is released
     by the Company and ending on the thirtieth day following the release of any
     such  statement,  such notice  provisions  being  applicable  only to those
     Participants  who are  "executive  officers,"  as  defined  in the Act,  or
     directors of the Company.

          (b) A Participant may deliver  previously-owned shares of Common Stock
     (based  upon  the fair  market  value  of the  Common  Stock on the date of
     exercise) in an amount which would satisfy the withholding requirement.

          (c) A  Participant  may deliver cash in an amount which would  satisfy
     the withholding requirement.

     11. Stock  Appreciation  Rights.  The Committee  may,  under such terms and
conditions  as it deems  appropriate,  authorize the surrender by an Optionee of
all or part of an  unexercised  option and authorize a payment in  consideration
therefor of an amount equal to the difference obtained by subtracting the option
price of the shares  then  subject to  exercise  under such option from the fair
market  value of the  Common  Stock  represented  by such  shares on the date of
surrender,  provided  that the  Committee  determines  that such  settlement  is
consistent  with the purpose of the Plan.  Such payment may be made in shares of
Common  Stock valued at their fair market value on the date of surrender of such
option or in cash, or partly in shares and partly in cash.  Acceptance of such a
surrender and the manner of payment shall be in the discretion of the Committee,
subject to the  limitations  contained  in Section  422A of the Code and Section
16b(3) of the Act. For purposes of determining  fair market value, the rules set
forth in Paragraph 6 shall apply.  If an option is surrendered  pursuant to this
Paragraph 11, the shares covered by the  surrendered  option will not thereafter
be available for grant under the Plan.

                                      -4-

     12. Loans or Guarantee of Loans.  The Committee may authorize the extension
of a loan to an Optionee by the  Company (or the  guarantee  by the Company of a
loan  obtained by an Optionee from a third party) in order to assist an Optionee
to  exercise  an  option  granted  under  the  Plan.  The  terms of any loans or
guarantees,  including the interest rate and terms of repayment, will be subject
to the discretion of the Committee.  Loans and guarantees may be granted without
security,  the maximum credit  available  being the exercise price of the option
sought to be executed plus any federal and state income tax  liability  incurred
upon exercise of the option.

     13. Transferability.  Current and future nonqualified options granted under
the Plan may be  transferred by a Participant  to (i) the  Participant's  family
members (whether related by blood, marriage, or adoption); (ii) trust(s) for the
benefit of family  members;  (iii) family  partnerships  and/or  family  limited
liability  companies;  and  (iv)  former  spouse(s)  pursuant  to  divorce.  The
Committee  may, in its sole  discretion,  permit  transfers to other  persons or
entities upon the request of a Participant.  Subsequent transfers of transferred
options may only be made to one of the permitted transferees named above, unless
the  Committee  has  approved  of  such  subsequent  transfer.  Otherwise,  such
transferred  options may be transferred  only by will or the laws of descent and
distribution.  Concurrently with any transfer, the transferor shall give written
notice to the Plan's then  current  stock option  administrator  of the name and
address of the transferee,  the number of shares being transferred,  the date of
grant of the  options  being  transferred,  and such  other  information  as may
reasonably  be  required  by the  administrator.  Following  transfer,  any such
options  shall  continue to be subject to the same terms and  conditions as were
applicable   immediately  prior  to  transfer.  The  events  of  termination  of
employment  set forth in Section 7 of the Plan shall continue to be applied with
respect  to the  original  Participant,  following  which the  options  shall be
exerciseable  by the  transferee  only to the  extent  that they could have been
exercised by the  Participant.  The Company  disclaims any obligation to provide
notice to a transferee of any termination or expiration of a transferred option.

     14.  Conditions  to  Exercise  of  Options.   The  Committee  may,  in  its
discretion, require as conditions to the exercise of options and the issuance of
shares thereunder either (a) that a registration  statement under the Securities
Act of 1933, as amended, with respect to the options and the shares to be issued
upon the exercise thereof, containing such current information as is required by
the Rules and Regulations under said Act, shall have become, and continue to be,
effective; or (b) that the Participant (i) shall have represented, warranted and
agreed, in form and substance  satisfactory to the Company,  both that he or she
is acquiring  the option and, at the time of exercising  the option,  that he or
she is acquiring the shares for his/her own account, for investment and not with
a view to or in  connection  with any  distribution;  (ii) shall have  agreed to
restrictions on transfer, in form and substance satisfactory to the Company; and
(iii) shall have agreed to an endorsement which makes  appropriate  reference to
such representations, warranties, agreements and restrictions both on the option
and on the certificate representing the shares.

     15.  Conditions to Effectiveness of the Plan. No option shall be granted or
exercised if the grant of the option, or the exercise and the issuance of shares
pursuant  thereto,  would  be  contrary  to law or the  regulations  of any duly
constituted authority having jurisdiction.

     16. Alteration, Termination, Discontinuance,  Suspension, or Amendment. The
Board, in its discretion,  may alter, terminate,  discontinue,  suspend or amend
the Plan at any time. The Board may not, however,  without shareholder  approval
(except as provided below in paragraph 17), (i) materially  increase the maximum

                                      -5-

number of shares  subject to the Plan,  (ii)  materially  increase  the benefits
accruing  to  Participants  under  the  Plan,  or (iii)  materially  modify  the
requirements  as to eligibility  for  participation  in the Plan or, without the
consent  of the  affected  Participant,  change,  alter  or  impair  any  option
previously  granted to him under the Plan (except as provided below in paragraph
18). The Committee shall be authorized to amend the Plan and the options granted
thereunder  to permit the options to qualify as incentive  stock  options  under
Section 422A of the Code and the regulations promulgated thereunder.  The rights
and  obligations  under any option granted  before  amendment of the Plan or any
unexercised  portion of such option shall not be adversely affected by amendment
of the Plan or the option without the consent of the holder of the option.

     17.  Effect of Changes  in Common  Stock.  If the  Company  shall  combine,
subdivide  or  reclassify  the shares of Common  Stock which have been or may be
subject to the Plan, or shall declare thereon any dividend  payable in shares of
Common Stock,  or shall  reclassify or take any other action of a similar nature
affecting the Common Stock,  then the number and class of shares of Common Stock
which may  thereafter  become  subject to options (in the  aggregate  and to any
Participant)  shall be  adjusted  accordingly,  and,  in the case of each option
outstanding at the time of any such action, the number and class of shares which
may  thereafter  be  purchased  pursuant to such option and the option price per
share shall be adjusted to such extent as may be  determined by the Committee to
be necessary to preserve unimpaired the rights of the Participants, and each and
every such determination shall be conclusive and binding upon such Participants.

     18. Reorganization.  In case of any one or more reclassifications,  changes
or exchanges of outstanding shares of Common Stock or other stock (other than as
provided in paragraph 17), or  consolidations of the Company with, or mergers of
the   Company   into  other   corporations,   or  other   recapitalizations   or
reorganizations (other than transactions in which the Company continues to exist
and  which  do  not  result  in  any  reclassification  change  or  exchange  of
outstanding  shares  of the  Company),  or in case of any one or more  sales  or
conveyances  to  another  corporation  of  the  property  of the  Company  as an
entirety,  or substantially an entirety (any and all of which are referred to in
this  paragraph  18 as  "Reorganization(s)"),  the holder of each option then or
thereafter  outstanding  shall  have the  right,  upon any  subsequent  exercise
thereof,  to acquire the same kind and amount of securities  and property  which
such holder would then hold if such holder had exercised the option  immediately
before  the  first  of any  such  Reorganization,  and  continued  to  hold  all
securities  and  property  which came to such holder as a result of that and any
subsequent  Reorganization,  less all  securities  and property  surrendered  or
canceled pursuant to any of same, the adjustment rights in paragraph 17 and this
paragraph 18 being continuing and cumulative; provided, that notwithstanding any
provisions of paragraph 7 to the contrary, the Committee shall have the right in
connection  with any such  Reorganization,  upon not less than thirty (30) days,
written notice to the holders of outstanding  options, to terminate the Exercise
Period,  and in such event all  outstanding  options  (other than  options as to
which  one of  the  events  referred  to in  paragraph  7 has  occurred)  may be
exercised  only to the  extent  thereby  permitted,  in each case only at a time
prior to such Reorganization. A liquidation shall be deemed a Reorganization for
the foregoing purpose.

     19. Use of Proceeds. Proceeds realized from the sale of Common Stock
pursuant to options  granted  hereunder  shall  constitute  general funds of the
Company.

                                 EXHIBIT 10(f)

                        2000 ASSOCIATE STOCK OPTION PLAN
                                       OF
                               ACXIOM CORPORATION

     1.  Establishment  and  Purpose.  The purpose of the 2000  Associate  Stock
Option  Plan of Acxiom  Corporation  (the  "Plan") is to further  the growth and
development  of Acxiom  Corporation  (the  "Company")  and any of its present or
future  Subsidiaries and Affiliated  Companies (as defined below) by granting to
certain  Associates  (as defined  below) of the Company  and any  Subsidiary  or
Affiliated Company options to purchase shares of Common Stock (as defined below)
of the Company,  thereby offering such Associates a proprietary  interest in the
Company's  business  and a more  direct  stake in its  continuing  welfare,  and
aligning their interests with those of the Company's shareholders.  This Plan is
also  intended  to assist  the  Company in  attracting  and  retaining  talented
Associates,  who are  vital to the  continued  development  and  success  of the
Company.

     2.  Definitions.  The following  capitalized  terms, when used in the Plan,
will have the following meanings:

          (a) "Act" means the Securities Exchange Act of 1934, as amended and in
     effect from time to time.

          (b)  "Affiliated  Company" means any  corporation,  limited  liability
     company, partnership, limited liability partnership, joint venture or other
     entity in which the  Company or any of its  Subsidiaries  has an  ownership
     interest.

          (c)  "Associate"  means any employee,  officer  (whether or not also a
     director), affiliate,  independent contractor or consultant of the Company,
     a Subsidiary or an  Affiliated  Company who renders those types of services
     which tend to contribute to the success of the Company, its Subsidiaries or
     its  Affiliated  Companies,  or which  may  reasonably  be  anticipated  to
     contribute to the future success of the Company,  its  Subsidiaries  or its
     Affiliated Companies.

          (d) "Board"  shall mean the Board of  Directors  of the  Company.

          (e) "Code" means the Internal  Revenue Code of 1986, as amended and in
     effect from time to time.

          (f) "Common  Stock" means the common stock,  par value $.10 per share,
     of the Company or any security  into which such common stock may be changed
     by reason of any  transaction  or event of the type described in Section 18
     of the Plan.

          (g)  "Committee"  means a  committee  of the Board  whose  members are
     appointed  by the  Board  from  time to  time.  All of the  members  of the
     Committee,  which may not be less than two,  are  intended  at all times to
     qualify as "outside  directors" within the meaning of Section 162(m) of the
     Code  and  "Non-Employee  Directors"  within  the  meaning  of Rule  16b-3;
     provided,  however,  that the failure of a member of such  Committee  to so
     qualify shall not be deemed to invalidate  any Stock Option granted by such
     Committee.

          (h) "Date of Grant" means the date  specified by the  Committee or the
     Board,  as  applicable,  on  which  a  grant  of  Stock  Options  or  Stock
     Appreciation  Rights will become effective.

          (i) "Exercise  Price" means the purchase  price per share payable upon
     exercise  of a Stock  Option.

          (j) "Fair Market Value" means, as of any applicable determination date
     or for any applicable  determination  period,  the fair market value of the
     Common Stock as determined by the Committee or Board.

          (k) "Grant Documents" means any written agreement, memorandum or other
     document or  instrument,  authorized by the Committee or Board,  evidencing
     the terms and  conditions  of a Stock  Option or Stock  Appreciation  Right
     grant under the Plan.

          (l) "Incentive  Stock Option" means a Stock Option  intended to be and
     designated as an "Incentive Stock Option" within the meaning of Section 422
     of the  Code.

          (m) "Legal  Requirements"  mean any laws, or any rules or  regulations
     issued or promulgated by the Internal  Revenue Service  (including  Section
     422 of the Code),  the  Securities  and Exchange  Commission,  the National
     Association of Securities Dealers, Inc., The Nasdaq, Inc.'s National Market
     (or any other  stock  exchange  upon which the  Common  Stock is listed for
     trading),  or any other  governmental or  quasi-governmental  agency having
     jurisdiction  over  the  Company,   the  Common  Stock  or  the  Plan.

          (n) "Non-Qualified Stock Option" means any Stock Option that is not an
     Incentive Stock Option.

          (o)  "Participant"  means a person who is selected by the Committee or
     the Board,  as  applicable,  to receive Stock Option or Stock  Appreciation
     Right grants under the Plan and who is at that time an Associate.

          (p) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
     Rule is in effect from time to time.

          (q) "Stock  Appreciation  Right" means the right  pursuant to an award
     granted under Section 12 of the Plan, to surrender to the Company all (or a
     portion) of such right and, if  applicable,  a related  Stock  Option,  and
     receive cash or shares of Common Stock in accordance with the provisions of
     Section  12.

          (r) "Stock Option" means the right to purchase a share of Common Stock
     upon exercise of an option  granted  pursuant to Section 4 of the Plan.

          (s) "Strike  Price"  shall have the meaning set forth for such term in
     Section 12(b) of the Plan.

                                      -2-

          (t) "Subsidiary"  means any corporation,  limited  liability  company,
     partnership,  limited liability partnership,  joint venture or other entity
     in which the Company owns or  controls,  directly or  indirectly,  not less
     than 50% of the total combined voting power or equity interests represented
     by all  classes  of stock  issued by such  corporation,  limited  liability
     company, partnership, limited liability partnership, joint venture or other
     entity.

     3. Administration.  The Plan shall be administered by the Committee and the
Board.  Each of the Committee or the Board has the full authority and discretion
to administer the Plan, and to take any action that is necessary or advisable in
connection with the  administration of the Plan including,  without  limitation,
the authority and discretion to:

          (a) select the Associates  eligible to become  Participants  under the
     Plan;

          (b)  determine  whether and to what extent  Incentive  Stock  Options,
     Non-Qualified  Stock Options or Stock Appreciation Rights are to be granted
     hereunder to one or more Associates;

          (c)  determine  the number of shares of Common  Stock to be covered by
     each such grant;

          (d)  determine the terms and  conditions,  not  inconsistent  with the
     terms of the Plan, of any grant hereunder  (including,  but not limited to,
     the  Exercise  Price  or  Strike  Price  and any  restriction,  limitation,
     procedure,  or deferral  related  thereto,  or any vesting  acceleration or
     waiver of forfeiture restrictions regarding any Stock Option, or the shares
     of stock relating thereto,  or any Stock Appreciation  Right, based in each
     case on such  guidelines  and  factors  as the  Committee  or  Board  shall
     determine  from  time to time in its sole  discretion);  and

          (e)  determine  whether,  to what extent and under what  circumstances
     grants under the Plan are to be made and operate, whether on a tandem basis
     or otherwise,  with other grants or awards  (whether  equity or cash based)
     made by the Company under or outside of the Plan.

     Each of the  Committee  and the Board  shall have the  authority  to adopt,
alter and repeal such rules,  guidelines and practices  governing the Plan as it
shall from time to time deem advisable;  to interpret the terms and provision of
the Plan and any Stock Option or Stock Appreciation Right grant issued under the
Plan (and any Grant Documents relating thereto);  and to otherwise supervise the
administration of the Plan.

     Each of the  Committee  and the  Board  shall  also have the  authority  to
provide, in its discretion, for the recision, forfeiture,  cancellation or other
restriction  of any Stock Option or Stock  Appreciation  Right granted under the
Plan,  or for  the  forfeiture,  recision  or  repayment  to the  Company  by an
Associate or former Associate of any profits or gains related to the exercise of
any  Stock  Option  or Stock  Appreciation  Right  granted  hereunder,  or other
limitations,  upon the  occurrence  of such  prescribed  events  and under  such
circumstances  as the Committee or the Board shall deem necessary and reasonable
for the benefit of the Company.

                                      -3-

     All  decisions  made  by  the  Committee  and  the  Board  pursuant  to the
provisions  of the  Plan  shall  be  made in the  Committee's  or  Board's  sole
discretion  and shall be final and binding on all persons  including the Company
and any Participant.  No member of the Committee or Board will be liable for any
such action or determination made in good faith.

     Notwithstanding  any provision of the Plan to the  contrary,  the Committee
will have the exclusive authority and discretion to administer or otherwise take
any action required or permitted to be taken under the provisions of Sections 4,
6, 7, 8, 10, 11,  12, 17 or 18 hereof  with  respect  to Stock  Options or Stock
Appreciation  Rights granted under the Plan that are intended to comply with the
requirements of Section 162(m) of the Code.

     4. Grant of Stock Options. The Committee or the Board may from time to time
authorize  grants  of Stock  Options  to any  Participant  upon  such  terms and
conditions  as the  Committee  or Board may  determine  in  accordance  with the
provisions set forth in this Plan. Each grant will specify,  among other things,
the number of shares of Common Stock to which it pertains;  the Exercise  Price,
the form of payment to be made by the Participant for the shares  purchased upon
exercise  of the Stock  Option and the  required  period or periods  (if any) of
continuous  service by the  Participant  with the Company,  a  Subsidiary  or an
Affiliated  Company and/or any other conditions to be satisfied before the Stock
Options or installments thereof will vest and become exercisable.  Stock Options
granted  under the Plan may be either  Non-Qualified  Stock Options or Incentive
Stock Options. The Committee or Board, at the time each Stock Option is granted,
shall  designate  such  option  as  either a  Non-Qualified  Stock  Option or an
Incentive Stock Option.

     Notwithstanding  any provision of the Plan to the  contrary,  the aggregate
Fair Market Value (as  determined on the Date of Grant) of the Common Stock with
respect to which  Incentive  Stock Options granted are exercisable for the first
time by any Participant during any calendar year (under all plans of the Company
and its  Subsidiaries)  shall not exceed the maximum amount specified by Section
422 of the Code, as amended from time to time (currently $100,000).

     Each  Stock  Option  granted  under  this Plan will be  evidenced  by Grant
Documents  delivered  to the  Participant  containing  such  further  terms  and
provisions,  consistent  with the Plan, as the Committee or Board may approve in
its discretion.

     5. Shares  Subject to the Plan.  The total number of shares of Common Stock
which may be issued  pursuant  to the Plan  shall  not  exceed in the  aggregate
6,500,000  shares.  Such shares may consist,  in whole or in part, of authorized
and unissued shares or treasury  shares,  as determined in the discretion of the
Committee  or Board.  Any  shares of Common  Stock  which are  subject  to Stock
Options that are terminated unexercised, forfeited or surrendered or that expire
for any reason will again be available for issuance  under the Plan.  The shares
of Common  Stock  available  for  issuance  under the Plan  will be  subject  to
adjustment as provided in Section 18 below.

     6. Eligible Participants. All Associates shall be eligible to receive Stock
Options  and  thereby  become  Participants  in the  Plan,  regardless  of  such
Associate's  prior  participation  in the Plan or any other  benefit plan of the
Company.  No executive  officer named in the Summary  Compensation  Table of the

                                      -4-

Company's then current Proxy Statement shall be eligible to receive in excess of
600,000 Stock Options or Stock Appreciation  Rights in any three-year period.

     7. Exercise Price.

          (a) The  Exercise  Price for each  share of Common  Stock  purchasable
     under any Stock Option shall be not less than 100% of the Fair Market Value
     per share on the Date of Grant as the Committee or Board shall specify. All
     such  Exercise  Prices  shall be subject to  adjustment  as provided for in
     Section 18 hereof.

          (b) If any  Participant  to whom an  Incentive  Stock  Option is to be
     granted  under  the  Plan is on the Date of Grant  the  owner of stock  (as
     determined  under Section 425(d) of the Code)  possessing  more than 10% of
     the total  combined  voting power of all classes of stock of the Company or
     any one of its  Subsidiaries  or Affiliated  Companies,  then the following
     special  provisions  shall be  applicable  to any  Incentive  Stock Options
     granted  to such  individual:

               (i) The Exercise  Price per share of Common Stock subject to such
          Incentive  Stock Option shall not be less than 110% of the Fair Market
          Value of one share of Common Stock on the Date of Grant; and

               (ii) The  Incentive  Stock Option shall not have a term in excess
          of five (5) years from the Date of Grant.

     8. Exercise Period. Subject to Section 18 hereof, the period during which a
Stock Option shall vest and become  exercisable by a Participant  (or his or her
representative(s)  or  transferee(s))  whether  during  or after  employment  or
following death,  retirement or disability (the "Exercise Period") shall be such
period of time as may be  designated  by the  Committee or Board as set forth in
the applicable Grant Documents executed in connection with such Stock Option. If
the Committee or Board provides,  in its sole discretion,  that any Stock Option
is  exercisable  only in  installments,  the  Committee  or Board  may  waive or
accelerate such installment exercise provisions at any time at or after grant in
whole or in part,  based  upon such  factors  as the  Committee  or Board  shall
determine, in its sole discretion.

     The maximum  duration of any Incentive  Stock Option granted under the Plan
shall be ten (10)  years  from the Date of Grant  (and no such  Incentive  Stock
Option shall be  exercisable  after the  expiration  of such (10) year  period),
although  such  options may be granted for a lesser  duration.  The  duration of
Non-Qualified  Stock  Options  shall be for such  period  as  determined  by the
Committee or Board in its sole discretion.

     9. Exercise of Option.  Subject to Section 18 hereof, a Stock Option may be
exercised by a Participant at any time and from time to time during the Exercise
Period by giving written  notice of such exercise to the Company  specifying the
number of shares of Common  Stock to be purchased  by  Participant.  Such notice
shall be accompanied by payment of the Exercise Price in accordance with Section
10 below.

                                      -5-

     10.  Payment  for Shares.  Full  payment of the  Exercise  Price for shares
purchased  upon exercise of a Stock Option,  together with the amount of any tax
or excise due in respect  of the sale and issue  thereof,  may be made in one of
the following forms of payment:

          (a) Cash, by check or electronic funds transfer;

          (b) Pursuant to procedures  approved by the Company,  through the sale
     (or margin) of shares of Common Stock  acquired  upon exercise of the Stock
     Option through a  broker-dealer  to whom the  Participant  has submitted an
     irrevocable  notice of exercise  and  irrevocable  instructions  to deliver
     promptly to the Company the amount of sale (or if  applicable  margin loan)
     proceeds  sufficient  to pay for the  Exercise  Price,  together  with,  if
     requested by the Company,  the amount of federal,  state,  local or foreign
     withholding  taxes  payable by reason of such  exercise;

          (c) By  delivering  previously-owned  shares of the  Company's  Common
     Stock owned by the Participant for a period of at least six months having a
     Fair Market Value on the date upon which the  Participant  exercises his or
     her  Stock  Option  equal  to  the  Exercise  Price,  or  by  delivering  a
     combination  of cash and  shares of  Common  Stock  equal to the  aggregate
     Exercise  Price;

          (d) By  authorizing  the  Company  to  withhold  a number of shares of
     Common Stock otherwise issuable to the Participant upon exercise of a Stock
     Option  having an  aggregate  Fair Market  Value on the date upon which the
     Participant  exercises  his or her  Stock  Option  equal  to the  aggregate
     Exercise Price; or

          (e) By any combination of the foregoing;

provided however,  that the payment methods described in clauses (c), (d) or (e)
immediately  above shall not be available to a Participant (i) without the prior
consent of either the Committee or Board, or its authorized designee(s) and (ii)
if at any time that the  Company is  prohibited  from  purchasing  or  acquiring
shares  of Common  Stock  under  applicable  law.  The  Committee  may  permit a
Participant  to defer the  issuance  of any  shares,  subject  to such rules and
procedures as it may establish.

     The Company will issue no certificates for shares until full payment of the
Exercise Price has been made, and a Participant shall have none of the rights of
a shareholder  until  certificates for the shares purchased are issued to him or
her; provided however,  that for purposes of this Section 10, full payment shall
be  deemed  to be  received  by the  Company  upon  evidence  of  delivery  to a
broker-dealer  of  the  irrevocable  instructions  contemplated  by  clause  (b)
immediately above.

     11. Withholding  Taxes. The Company may require a Participant  exercising a
Non-Qualified  Stock Option or Stock  Appreciation  Right  granted  hereunder to
reimburse the Company (or the entity which employs such  Participant)  for taxes
required by any government to be withheld or otherwise deducted and paid by such
corporation  in  respect  of  the  issuance  of  the  shares.  Such  withholding
requirements may be satisfied by any one of the following methods:

                                      -6-

          (a) A  Participant  may deliver cash in an amount which would  satisfy
     the withholding requirement;

          (b) A Participant may deliver  previously-owned shares of Common Stock
     (based  upon  the Fair  Market  Value  of the  Common  Stock on the date of
     exercise) in an amount which would satisfy the withholding requirement; or

          (c) With the prior  consent of either the  Committee or Board,  or its
     authorized  designee,  a  Participant  may request that the Company (or the
     entity which employs such  Participant)  withhold from the number of shares
     otherwise  issuable to the Participant upon exercise of a Stock Option such
     number of shares  (based upon the Fair Market  Value of the Common Stock on
     the  date  of  exercise)  as  is  necessary  to  satisfy  the   withholding
     requirement.

12.  Stock Appreciation Rights.

          (a) When  granted,  Stock  Appreciation  Rights  may,  but need not be
     identified with a specific Stock Option (including any Stock Option granted
     on or  before  the Date of Grant of the  Stock  Appreciation  Rights)  in a
     number equal to or different from the number of Stock  Appreciation  Rights
     so granted. If Stock Appreciation Rights are identified with shares subject
     to a Stock Option,  then, unless otherwise provided in the applicable Grant
     Document,  the  Participant's  associated Stock  Appreciation  Rights shall
     terminate upon the expiration,  termination,  forfeiture or cancellation of
     such Stock Option or the exercise of such Stock Option.

          (b) The "Strike Price" of any Stock  Appreciation  Right shall (i) for
     any Stock Appreciation Right that is identified with a Stock Option,  equal
     the  Exercise  Price of such  Stock  Option,  or (ii) for any  other  Stock
     Appreciation  Right,  be not less than 100% of the Fair  Market  Value of a
     share of Common Stock on the Date of Grant as the  Committee or Board shall
     specify.

          (c) Subject to Section 18 hereof,  (i) each Stock  Appreciation  Right
     which is  identified  with any Stock  Option  grant  shall  vest and become
     exercisable by a Participant as and to extent that the related Stock Option
     which respect to which such Stock  Appreciation  Right is identified may be
     exercised  and (ii) each  other  Stock  Appreciation  Right  shall vest and
     become exercisable by a Participant,  whether during or after employment or
     following death, retirement or disability,  at such time or times as may be
     designated by the Committee or Board as set forth in the  applicable  Grant
     Documents executed in connection with such Stock Appreciation Right.

          (d)  Subject to Section 18 hereof,  Stock  Appreciation  Rights may be
     exercised by a Participant  by delivery to the Company of written notice of
     intent to exercise a specific number of Stock Appreciation  Rights.  Unless
     otherwise provided in the applicable Grant Documents, the exercise of Stock
     Appreciation  Rights  which are  identified  with  shares  of Common  Stock
     subject to a Stock Option shall result in the cancellation or forfeiture of
     such Stock Option to the extent of such exercise of such Stock Appreciation
     Right.

                                      -7-

          (e) The benefit to the Participant for each Stock  Appreciation  Right
     exercised  shall be equal to (i) the Fair Market Value of a share of Common
     Stock on the date of such  exercise,  minus (ii) the  Strike  Price of such
     Stock  Appreciation  Right.  Such benefit shall be payable in cash,  except
     that the  Committee  or Board  may  provide  in the  Grant  Documents  that
     benefits may be paid wholly or partly in shares of Common Stock.

     13. Loans or Guarantee of Loans.  The Committee or Board, or its authorized
designee(s),  may  authorize  the  extension of a loan to a  Participant  by the
Company (or the  guarantee  by the Company of a loan  obtained by a  Participant
from a third party) in order to assist a Participant  to exercise a Stock Option
granted  under the Plan.  The terms of any loans or  guarantees,  including  the
interest rate and terms of repayment,  will be subject to the  discretion of the
Committee or Board, or its authorized  designee(s).  Loans and guarantees may be
granted without security,  the maximum credit available being the Exercise Price
of the Stock Option sought to be exercised plus any federal and state income tax
liability incurred upon exercise of the Stock Option.

     14.  Transferability.

          (a)  Incentive  Stock  Options  granted  under  this Plan shall not be
     transferred by a Participant,  except by will or by the laws of descent and
     distribution.

          (b) Non-Qualified Stock Options and Stock Appreciation Rights (subject
     to the  limitations  in paragraph (c) below)  granted under the Plan may be
     transferred  by a  Participant  to: (i) the  Participant's  family  members
     (whether  related by blood,  marriage,  or adoption and  including a former
     spouse);  (ii) trust(s) in which the  Participant's  family  members have a
     greater than 50% beneficial interest;  and (iii) family partnerships and/or
     family limited liability  companies which are controlled by the Participant
     or the  Participant's  family  members,  such transfers  being permitted to
     occur by gift or pursuant  to a domestic  relation  order,  or, only in the
     case of  transfers  to the  entities  described  in  clauses  (i) and  (ii)
     immediately  above,  for value.  The Committee or Board,  or its authorized
     designee(s) may, in its sole discretion,  permit transfers of Non-Qualified
     Stock  Options or Stock  Appreciation  Rights to other  persons or entities
     upon the  request of a  Participant.  Subsequent  transfers  of  previously
     transferred  Non-Qualified  Stock Options or Stock Appreciation  Rights may
     only be made to one of the permitted  transferees  named above,  unless the
     subsequent transfer has been approved by the Committee or the Board, or its
     authorized  designee(s).   Otherwise,   such  transferred  options  may  be
     transferred  only by will or the  laws of  descent  and  distribution.

          (c) Notwithstanding the foregoing,  if at the time any Stock Option is
     transferred  as  permitted  under this  Section 14, a  corresponding  Stock
     Appreciation Right has been identified as being granted in tandem with such
     Stock Option,  then the transfer of such Stock Option shall also constitute
     a transfer of the corresponding  Stock  Appreciation  Right, and such Stock
     Appreciation  Right  shall not be  transferable  other  than as part of the
     transfer of the Stock Option to which it relates.

          (d) Concurrently with any transfer,  the transferor shall give written
     notice to the Plan's then current  Stock Option  administrator  of the name
     and address of the transferee, the number of shares being transferred,  the

                                      -8-

     Date of Grant of the  Stock  Options  or Stock  Appreciation  Rights  being
     transferred,  and such other  information  as may reasonably be required by
     the  administrator.  Following  transfer,  any such Stock  Options or Stock
     Appreciation  Rights  shall  continue  to be  subject to the same terms and
     conditions as were applicable immediately prior to transfer. The provisions
     of the Plan and  applicable  Grant  Documents  shall continue to be applied
     with respect to the original  Participant,  and such Stock Options or Stock
     Appreciation  Rights shall be  exercisable  by the  transferee  only to the
     extent that they could have been  exercised  by the  Participant  under the
     terms of such Grant  Documents.  The Company  disclaims  any  obligation to
     provide  notice to a  transferee  of any  termination  or  expiration  of a
     transferred  Stock Option or Stock  Appreciation  Right.

     15.  Conditions to Exercise of Options.  The Committee or Board may, in its
discretion,  require as  conditions  to the  exercise of Stock  Options or Stock
Appreciation  Rights and the  issuance  of shares  thereunder  either (a) that a
registration  statement  under the  Securities  Act of 1933,  as  amended,  with
respect to the Stock Options or Stock  Appreciation  Rights and the shares to be
issued upon the exercise  thereof,  containing  such current  information  as is
required by the Rules and  Regulations  under said Act,  shall have become,  and
continue  to  be,  effective;  or  (b)  that  the  Participant  or  his  or  her
transferee(s)  (i) shall have  represented,  warranted  and agreed,  in form and
substance  satisfactory  to the Company,  both that he or she is  acquiring  the
Stock  Option or Stock  Appreciation  Right and, at the time of  exercising  the
Stock Option or Stock Appreciation Right, that he or she is acquiring the shares
for his/her own account,  for investment and not with a view to or in connection
with any  distribution;  (ii) shall have agreed to restrictions on transfer,  in
form and substance  satisfactory to the Company;  and (iii) shall have agreed to
an  endorsement  which  makes  appropriate  reference  to such  representations,
warranties,   agreements  and  restrictions  both  on  the  option  and  on  the
certificate representing the shares.

     16.  Conditions  to  Effectiveness  of the Plan.  No Stock  Option of Stock
Appreciation  Right  shall be  granted  or  exercised  if the grant of the Stock
Option or Stock  Appreciation  Right, or the exercise and the issuance of shares
or  other  consideration  pursuant  thereto,  would  be  contrary  to law or the
regulations  of  any  duly  constituted   authority  having  jurisdiction.

     17. Alteration, Termination, Discontinuance,  Suspension, or Amendment.

          (a) Subject to the  requirements of paragraph (c) below, the Committee
     or Board  may,  without  the  consent of the  Participant,  amend any Grant
     Documents  evidencing a Stock Option or Stock  Appreciation  Right  granted
     under the Plan, or otherwise  take action,  to accelerate the time or times
     at which the Stock Option or Stock Appreciation Right may be exercised,  to
     extend the expiration date of the Stock Option or Stock Appreciation Right,
     to waive any other condition or restriction applicable to such Stock Option
     or Stock  Appreciation  Right or to the  exercise  of such Stock  Option or
     Stock Appreciation  Right, to reduce the Exercise Price or Strike Price, as
     applicable,  of such Stock Option or Stock Appreciation Right, to amend the
     definition  of a change in control of the Company (if such a definition  is
     contained in such Grant  Documents)  to expand the events that would result
     in a change  in  control  of the  Company  and to add a change  in  control
     provision to such Grant  Documents  (if such  provision is not contained in

                                      -9-

     such Grant  Documents) and may amend any such Grant  Documents in any other
     respect with the consent of the Participant.

          (b) Subject to the  requirements of paragraph (c) below,  the Plan may
     be amended from time to time by the Board or any duly authorized  committee
     thereof.

          (c) If required by any Legal Requirement, any amendment to the Plan or
     any Grant  Document will also be submitted to and approved by the requisite
     vote of the shareholders of the Company. If any Legal Requirement  requires
     the Plan to be amended, or in the event any Legal Requirement is amended or
     supplemented (e.g., by addition of alternative rules) to permit the Company
     to remove or lessen any restrictions on or with respect to Stock Options or
     Stock  Appreciation  Rights,  the Board and the Committee each reserves the
     right to amend the Plan or any Grant Documents evidencing a Stock Option or
     Stock Appreciation  Right to the extent of any such requirement,  amendment
     or  supplement,  and all Stock  Options or Stock  Appreciation  Rights then
     outstanding  will be subject to such  amendment.

          (d)  Notwithstanding  any provision of the Plan to the  contrary,  the
     Committee or the Board may not,  without prior approval of the shareholders
     of the Company, reprice any outstanding Stock Option by either lowering the
     Exercise  Price  thereof or  canceling  such  outstanding  Stock  Option in
     consideration  of a grant having a lower  Exercise  Price.  This  paragraph
     17(d) is intended to prohibit the repricing of  "underwater"  Stock Options
     without prior  shareholder  approval and shall not be construed to prohibit
     the  adjustments  provided  for in Section  18 hereof.

          (e) The Plan may be terminated at any time by action of the Board. The
     termination  of the  Plan  will  not  adversely  affect  the  terms  of any
     outstanding Stock Option or Stock Appreciation Right.

          (f) The Plan will not  confer  upon any  Participant  any  right  with
     respect to  continuance  of employment or other service with the Company or
     any Subsidiary or Affiliated Company, nor will it interfere in any way with
     any right  the  Company  or any  Subsidiary  or  Affiliated  Company  would
     otherwise have to terminate a Participant's  employment or other service at
     any  time.

     18. Adjustment of Shares; Effect of Certain  Transactions.  Notwithstanding
any other  provision of the Plan to the contrary,  in the event of any change in
the shares of Common  Stock  subject to the Plan or to any Stock Option or Stock
Appreciation  Right  granted  under  the Plan  (through  merger,  consolidation,
reorganization,   recapitalization,   stock  dividend,  stock  split,  split-up,
split-off,  spin-off,  combination  of shares,  exchange of shares,  issuance of
rights to subscribe, or change in capital structure), appropriate adjustments or
substitutions  shall be made by the  Committee  or  Board as to the (i)  maximum
number of shares of Common Stock  subject to the Plan,  (ii)  maximum  number of
shares of Common Stock for which Stock Options or Stock Appreciation  Rights may
be granted to any one  employee,  and (iii) the number of shares of Common Stock
and price per share subject to outstanding  Stock Options or Stock  Appreciation
Rights as shall be equitable to prevent  dilution or enlargement of rights under
previously granted Stock Options or Stock Appreciation Rights. The determination

                                      -10-

of the  Committee or Board as to these matters  shall be  conclusive;  provided,
however,  that (i) any such adjustment with respect to an Incentive Stock Option
and any related Stock  Appreciation Right shall comply with the rules of Section
424(a) of the Code,  and (ii) in no event  shall any  adjustment  be made  which
would  disqualify any Incentive  Stock Option granted  hereunder as an Incentive
Stock Option for purposes of Section 422 of the Code.

     The Committee or Board may determine, in its discretion, that Stock Options
and Stock  Appreciation  Rights  may  become  immediately  exercisable  upon the
occurrence  of a  transaction  involving a "change in  control" of the  Company,
which  transactions shall be as defined in the Grant Documents pursuant to which
Stock Options or Stock  Appreciation  Rights are granted.  A "change in control"
transaction may include a merger or consolidation of the Company,  a sale of all
or  substantially  all  of  its  assets,  or the  acquisition  of a  significant
percentage of the voting power of the Company, or such other form of transaction
as the Committee or Board determines to constitute a change in control.

     The Committee or Board,  in its  discretion,  may also determine that, upon
the occurrence of such a "change in control"  transaction,  each Stock Option or
Stock  Appreciation  Right  outstanding   hereunder  shall  terminate  within  a
specified  number of days after  notice to the  holder,  and such  holder  shall
receive, with respect to each share of Common Stock subject to such Stock Option
or Stock  Appreciation  Right,  an amount equal to the excess of the fair market
value of the shares  immediately  prior to the  occurrence  of such  transaction
(which  shall be no less than the value being paid for such  shares  pursuant to
such  transaction)  over the Exercise Price or Strike Price,  as applicable,  of
such Stock Option or Stock  Appreciation  Right; such amount shall be payable in
cash, in one or more of the kinds of property payable in such transaction, or in
a  combination  thereof,  as the  Committee  or  Board in its  discretion  shall
determine.

     19.  Use of  Proceeds.  Proceeds  realized  from the sale of  Common  Stock
pursuant to Stock Options granted  hereunder shall  constitute  general funds of
the Company.

                                 Exhibit 10(h)

                               Acxiom Corporation
                        Leadership Team Compensation Plan
                                Fiscal Year 2001

PLAN OBJECTIVE

The objective of the  Leadership  Team  compensation  plan is to implement a pay
plan that reflects the leader's  responsibility,  provide  compensation  that is
both equitable and competitive, and which will:

     Align the leader's interests with shareholder/investor's interest.

     Motivate leaders to achieve the highest level of performance.

     Retain key  leaders  by linking  leadership  team  compensation  to company
     performance.

     Attract the best leaders through competitive, growth-oriented plans.

     Enable  sharing  of  growth  &  success  between  associates,  leaders  and
     shareholders.

ELIGIBILITY OF PARTICPANTS

For purposes of the Leadership Team Compensation Plan,  eligible associates will
include Division leaders,  Group leaders,  Business Unit leaders, Sales leaders,
Business Development leaders,  Industry Application Development leaders, Finance
and Accounting leaders,  Organizational  Development leaders,  Legal leaders and
Corporate Office leaders.

COMPONENTS AND PLAN STRUCTURE

The components of the Leadership Team Compensation Plan are as follows:

          Base salary (not at risk)
          Base salary (at risk)
          Long-term incentive (stock options)
          Retention/Recruiting Bonus (Special Situations Only)

Exhibit 1 of this document reflects the above components for the 5 levels of the
Leadership  Team  Compensation  Plan.  In  addition,  it reflects  the  Business
Development / Sales Leadership Plan.

Each level of the plan has the following:

     Base salary based on comparable market salary for the equivalent  position.

     Plan  structure  reflects  percentages  for each  plan  component  to total
     compensation as well as number of years for which options are granted under
     the long-term incentive component of the plan.

Each leader is slotted into one of the five levels based on experience, scope of
responsibility  and past performance.  The individual to whom the leader reports
is responsible for managing his/her respective  slotting.  Division leaders must
approve all level 3 slottings.  Additionally,  Division leaders must approve all
slottings  of  individuals  on  the  Business  Development  /  Sales  Leadership
Compensation Plan. The Company leader must approve all slottings of levels 4 and
5.

                                      -1-

Leaders  slotted in the Business  Development / Sales  Leadership Plan must be a
senior level business development / sales leader responsible for:

     developing new business and  relationships  at senior  executive  levels of
     customers  and  prospects,  or  providing  leadership  to two or more sales
     associates for a Group or Division.

     providing  leadership means assigning  quotas and  territories,  conducting
     regular  reviews of  salesperson's  call  activity,  hiring,  terminations,
     preparing associate  effectiveness plans,  performance  reviews,  coaching,
     mentoring and overseeing the overall sales process for the area.

BASE SALARY (NOT AT RISK)

Based on market data,  guidelines  have been  established for base salary ranges
and base salary  increases for leaders.  The target market for senior leaders is
the 75th  percentile.  The  target  market  for all  other  leaders  is the 50th
percentile.  Leaders who are substantially below market for their role should be
placed on a 3 to 4 year  market  adjustment  plan to bring  their base salary in
line with the market.

The percentage increase guidelines are revised / validated annually.

BASE SALARY (AT RISK)

General

Base salary at risk  (referred to as at risk  throughout  the  remainder of this
document) is  determined  based on the level in which the leader is slotted.  At
risk is based on the eligible associate's base salary as of May 1. No adjustment
is made to at risk amounts during the plan year unless the leader moves from one
plan level to  another  or is  assigned  a  different  job role that  warrants a
change.  In the event there is a change in at risk, it will be prorated based on
the date of the change.

Eligible  associates  must be  employed  on the date of the  actual  payment  to
receive  payment for the  quarterly  and/or  year-end  at risk.  The at risk for
eligible  associates who joined the  Leadership  Team after the beginning of the
quarter will be pro-rated based on hire date. Additionally, the year-end at risk
amount will be prorated in the same manner.

Division  leaders have the right to withhold a leader's  quarterly and/or annual
at risk payment if the leader is on a performance improvement plan or has failed
to deliver against his/her objectives.

At Risk Attainment

At risk attainment is determined based on Company Pre-investment EVA attainment.

Pre-investment  EVA  targets  for Q1 and Q2 are shown  below.  Due to Acxiom's 6
month planning cycle,  targets for Q3, Q4 and year-end will be determined  later
in the year and communicated at that time.

Pre-investment EVA Targets - FY2001

               First Quarter            $ 2,404,000
               Second Quarter           $ 1,733,000

EVA Incentive Principles

      Target Incentive
          Represents the competitive total compensation opportunity.

                                      -2-

Expected EVA Improvement

     Performance  standard to achieve the company  "target  EVA" and to meet the
     market expectation of EVA improvement  required to support the price of the
     Company's stock.

     Achievement  of Expected EVA  Improvement  results in Target  Incentive (at
     risk) Pool.

Sharing of EVA  Improvement  Above/Below  Expected

     Associates and shareholders share risks and rewards.

     Sharing of incremental EVA (above/below "Expected") is constant.

          50% of every $1 of EVA  above  expected  is  added  to  incentive  (at
          risk )pool
          50% of every $1 of EVA below expected is subtracted from incentive (at
          risk) pool (EVA improvement can be below zero).

     Associates/leaders share in all risks and rewards with no caps or floors.

At Risk Pool Funding

      At risk pool is funded from earnings  after  meeting the Company's  target
EPS gate.

All at risk  payments  are  subject to EPS gate  except the  commission/specific
objective  component of the Business  Development / Sales Leadership  plans. See
page 5 - Commission/specific objective at risk targets.

At risk pool funding is subject to pro rata  reduction if full funding above EPS
Gate is not achieved.

EPS targets for Q1, Q2 and end of year are shown below.  Due to Acxiom's 6 month
planning cycle,  targets for Q3 and Q4 will be determined  later in the year and
communicated at that time.

EPS Targets - FY2001

     First Quarter $ .20
     Second Quarter $ .28
     Full Year $1.18

At Risk Pool Distribution

Distribution of the at risk pool to the divisions, shared services organizations
and  the  corporate  office  will be  determined  by the  CLT  quarterly  and at
year-end.

Divisions will be measured based on their own  performance.  Shared Services and
the Corporate Office will be measured on the Company's total performance.

Guideline criteria for distributions are:

     Actual EVA  Improvement  (60%)
     Contribution Improvement of Business Plan Submitted (20%)
     Other - Major Wins, DSO Improvement Targets, etc. (20%)

Quarterly At Risk Pool Distribution

     CLT will discuss attainment versus guideline criteria.

     Compensation Committee will make recommendation for distribution.

     CLT will make the final determination of distribution of the funded at risk
     pool to each of the Divisions, Shared Services and Corporate Office.

                                      -3-

Annual At Risk Pool Distribution

CLT will discuss attainment versus guideline criteria.

CLT will rate each division's performance against criteria (anonymously).

Compensation Committee will rate each division's performance.

Outside   consultant  on  EVA  incentive  plans  (Scott  Olsen)  will  recommend
distribution.

CLT will make the final determination of distribution of the funded at risk pool
to each of the Divisions, Shared Services and Corporate Office.

Allocation of At Risk to Each Individual

Individual at risk attainment is to be determined by Table 1 shown below.

Individual at risk paid equals  adjusted  attainment  based on the percentage of
distribution  (determined  above) compared to total at risk opportunity for your
affiliated area of the business (Division, Shared Services or Corporate Office).

Any excess over targeted at risk is retained until year-end and will be included
in the overachievement incentive calculations.

Standard At Risk Targets

The  following  represents a breakdown of the standard at risk targets that will
be used to determine individual attainment.

Table 1:

- ----------- --------- -------- ------------- ------------ --------------
            Corporate Division Group Leaders Revenue Unit Shared
            Office    Leaders  OD/FA         Leaders      Services
                               Leaders**                  Unit Leaders
- ----------- --------- -------- ------------- ------------ --------------
Common      100%      60%      40%           25%          75%
Fate        Co. EVA   Co. EVA  Co. EVA       Co. EVA      Co. EVA

- ----------- --------- -------- ------------- ------------ --------------
Unit        0%        30%      25%           75%*         25%
Performance           Div EVA  Div. EVA                   Bus. Plan

                      10% A/R  25%           (20%Div.
                               Group EVA     EVA)*

                               10% A/R       (45% Group
                                             EVA)*

                                             10% A/R
- ----------- --------- -------- ------------- ------------- --------------

* These are the  default  percentages  unless the  corporate  office  approves a
different  documented plan. The Division leader should submit differences to the
corporate  office  by June  30 and by  October  31 for  mid-year  revisions.

**Organizational Development and Finance/Accounting leaders' at risk targets are
50% Company EVA and 50% Division EVA.

EVA Targets for Divisions, Groups and Units (Except Data Products Division)

The  Division,  Group and unit EVA is the  controllable  EVA for a Division  and
revenue  Group/Unit  which  includes  the direct  revenue and  expenses  for the
unit(s)  less  appropriate  ABM  charges  including  data  center   consumption,
application software and facilities. Also included will be a charge for the cost
of capital including accounts receivable, data center equipment, workstation/LAN
and facilities.  The target for your Group/Unit EVA will be negotiated with your
Division leader.

Exceptions granted during the current fiscal year will affect next year's
EVA targets.

                                      -4-

EVA Targets for Data Products Division - Groups/Units

The  definition  for EVA for the Data  Products  Division is the same as for all
other divisions except it is calculated on a product line view. Product line EVA
targets and attainment must be certified by the Corporate Office.

Business Plan Targets for Shared Services - Groups/Units

The  business  plan target  component  for Shared  Services is to maintain  your
expenses at or below your current fiscal year budget.

Commission/Specific Objective At Risk Targets

These targets apply only to Business Development / Sales Leadership Plan.

The commission/specific objective portion of at risk under this plan is based on
revenue and/or EVA percentage of quota  attainment for the territories  assigned
to  the  business  development/sales  leader.  It is the  responsibility  of the
individual's Division and/or Group leader to establish these targets.

The  commission/specific  objective portion will be funded by the Unit, Group or
Division  and is not subject to the EPS gate as is the common fate portion of at
risk.  Budgets and EVA targets  will not be adjusted for  additional  commission
expense due to these plans.

All commissions are calculated on a YTD, cumulative basis.

The Division leader may change commission plan provisions and assigned
quotas at any time.

The Division leader may choose not to accept additional  business when resources
are not available to process the work. It is the sales  leader's  responsibility
to make certain that the work will be accepted before  customer  commitments are
made.

Method Of Payment

It is Acxiom's intention to pay at risk in cash. However,  from time to time the
Company  Leadership  Team  (CLT),  may elect to pay at risk in stock  options if
conditions of the business  justify it. In the event this decision is made,  the
CLT will make  every  effort to notify  the  Leadership  Team  members  within 5
business  days of the  decision  being  finalized.  If at risk is paid in  stock
options in lieu of cash, the  Black-Scholes  model will be used to calculate the
option value and number of options.  A two-year  valuation  will be used for the
calculation.  All of the options  will be issued at the market price and will be
100% vested.

Payments will be made quarterly  based on attainment of financial  objectives up
to the target incentive and are subject to the EPS funding gate calculation,  as
follows:

     First Quarter - 1/8th of total opportunity
     Second Quarter - 1/8th of total opportunity
     Third Quarter - 1/8th of total opportunity
     Fourth Quarter - 5/8th of total  opportunity (1/8 for the 4th Quarter & 1/2
     for the Annual Target)

All over  achievement  incentive  calculations  will be deferred until year-end.
Over  attainment  distributions  will be either in Stock  Options or cash at the
discretion of the Compensation Committee.

All payments will be made within 60 days of the end of the quarter.

All EVA and EPS gate  calculations  will be done on a  year-to-date,  cumulative
basis.

                                      -5-

For the first,  second,  third and fourth quarters,  the objectives are equal to
the year-to-date  financial targets as of the end of each respective quarter and
are subject to the EPS gate calculation.

Incentive Bank

Cumulative performance and incentive linked.

Over/Under  achievement by Division for current year  "deposited" into incentive
bank.

Bank balance distributed:

     Up to 33% of the resulting bank balance will be distributed.

     It is the intent of the plan to  distribute  33% of the bank balance  under
     normal circumstances.

     Actual payout % to be  determined  annually by the  Compensation  Committee
     based on business conditions, financial results and funding considerations.

     The  Compensation  Committee  may  adjust  the  payout % based  on  special
     circumstances  and may elect to not  distribute  any of the remaining  bank
     balance and to carry all of it forward to the next year.

     The  Compensation  Committee  may  elect  to pay  all or a  portion  of the
     distribution in stock options.

Remaining bank balance reserved for future payment subject to sustained business
performance of the Division and Acxiom Corporation.

Bank balances are subject to forfeiture to satisfy EPS Gate.

"Negative" bank balance  "repaid" before future  overachievement  incentives are
paid.

In order to receive any  distributions  from the incentive  bank,  the associate
must be employed at the time of  distribution.  Bank  balances will be forfeited
upon termination.

Over/Under Achievement

Above/below  targeted  EVA,  50% of all  Incremental  EVA  will  be  added  to /
subtracted from the Incentive Banks.

Above/Below  target  funds  will be  added  to/subtracted  from  the  respective
incentive  banks based on the performance of the affiliated area of the business
(Division, Shared Services or Corporate Office).

The  over/under  achievement  EVA will be primarily  calculated  at the Division
level. However, the Compensation Committee has the authority to make adjustments
based on business circumstances. In no cases will the sum of the over attainment
banked be greater than the total company's over attainment.

LONG-TERM INCENTIVE

For  purposes  of  determination  of the  long-term  incentive  (LTI),  eligible
associates  must be employed and be a member of the Leadership  Team on the date
the Board of  Directors  reviews  the LTI  grants  for that  year (May  Board of
Directors  meeting).  These  options fall under the Acxiom stock option plan and
will be subject to all standard provisions.

The  long-term  incentive  will  be in the  form  of  stock  options  and  other
performance  vehicles as  necessary.  The  current  year  vehicle  will be stock
options.

                                      -6-

Stock options will be awarded under three categories:

     Category A - Fair market value at date of grant
     Category B - 25% above fair market value
     Category C - 50% above fair market value

Using the  Black-Scholes  stock options pricing model,  the mix of options to be
awarded as an approximate percentage of the total long-term incentive are:

     Category A - 50% of total long-term incentive
     Category B - 25% of total long-term incentive
     Category C - 25% of total long-term incentive

Under the  long-term  incentive  plan,  participants  will be awarded a grant of
stock  options on a cycle  corresponding  to the level of  compensation  plan to
which the leader has been assigned.  Multi-year  grants are awarded for levels 3
through 5.

In the event a leader is assigned a level with multi-year  grants,  they will be
awarded the number of years of options  necessary  to put them on the same cycle
as all other leaders on that level.

Stock  options  awarded will vest over 6 years,  20% after years 2, 3, 4, 5, & 6
respectively,  following the date of grant. Stock options may not be exercisable
later than fifteen years after their date of grant.

Stock  options may also be granted at the  October  Board  Meeting.  The October
options  include new Leadership  Team members as well as  adjustments  for those
moving from one level to another.

It is the current  intent of the Board of Directors to continue  this plan (or a
similar  plan) in future  years.  The Board of  Directors  reserves the right to
modify or cancel this plan in at any time for any reason at its sole discretion.

RETENTION/RECRUITING BONUS

Retention Bonus

The  objective  of the  retention  bonus is to  provide a vehicle  to retain key
senior leaders who we are at risk of losing.

Each Retention Bonus Plan for a senior leader must by approved by Charles Morgan
and Rodger Kline.

In addition to the standard at risk plan, a retention  bonus can be put in place
for a leader with the following plan provisions:

     Up to 25% of base salary  (determined by Division leader,  Rodger Kline and
     Charles Morgan)

     To be paid at same time as at risk payments

     Not subject to Corporate gate

     Based on achieving predetermined, documented, individual objectives

    Distribution amounts to be determined by Division leader

Recruiting Bonus

With the  current  demand  for  talent,  it may be  necessary  to pay a one-time
recruiting bonus to recruit key leaders to Acxiom.

                                      -7-

In addition to the standard at risk plan, a retention  bonus can be put in place
for a leader  with  the  following  plan  provisions:  Up to 25% of base  salary
(determined by Division leader, Rodger Kline and Charles Morgan) To be paid upon
hiring Not subject to Corporate gate

PLAN MODIFICATIONS

Any  modification  to this  standard  plan must be approved in advance by Rodger
Kline.

                                    Exhibit 1

                               Acxiom Corporation
                        Compensation Guidelines - FY2001
                                 Leadership Team

- -------------------------------------------------------------------------------
                    General Leadership Team Plan
- -------------------------------------------------------------------------------

Leader         'Not at Risk' Base       Plan Structure
Classification  Salary Ranges
- -------------------------------------------------------------------------------
                                        Base     At Risk    LTI    Yrs. Granted
- -------------------------------------------------------------------------------

   Level 5                              35%      25%        40%    3
                Salary ranges
   Level 4      determined by           40%      25%        35%    3
                market data for
                individual area of
   Level 3      responsibility.         50%      25%        25%    2

   Level 2                              60%      20%        20%    1

   Level 1                              70%      15%        15%    1

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

NOTE:  At Risk  Opportunity  for the fiscal  year is  established  based on Base
Salary as of May 1, 2000.

- -------------------------------------------------------------------------------
                Business Development / Sales Leadership Team Plan
- -------------------------------------------------------------------------------

Leader         'Not at Risk' Base            Plan Structure
Classification  Salary Ranges
- -------------------------------------------------------------------------------
                                             Base    At Risk   LTI   Yrs Granted
- -------------------------------------------------------------------------------
   Level 3                                   40%     40%       20%   2
                Salary ranges determined
   Level 2      by market data for           40%     40%       20%   1
                individual area of
                responsibility.
   Level 1                                   50%     30%       20%   1

                                           ------------------------
                                           Common Fate  Commissions
                                           ------------------------

                                           75%          25%

                                           50%          50%

                                           25%          75%

- -------------------------------------------------------------------------------
NOTE:  At Risk  Opportunity  for the fiscal  year is  established  based on Base
Salary as of May 1, 2000.

- -------------------------------------------------------------------------------
               % Increase Guidelines for Salaries
- -------------------------------------------------------------------------------
- -------------- ------------- ------------ -------------------------------------
   Perf. &     Within Range   In Excess                  Below Range
Comp. Average                 of Range
- -------------- ------------- ------------ -------------------------------------

1-4            0%            0%           Multi-year market adjustment plans
                                          to be put in place to reach market.
5-8            Up to 6%      Up to 2%
9-10           Up to 8%      Up to 4%
- -------------- ------------- ------------ -------------------------------------

                                 EXHIBIT 10(j)

                                CREDIT AGREEMENT

                                   dated as of

                                29 December 1999

                                      among

                               ACXIOM CORPORATION

                            The Lenders Party Hereto,

                    CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
                   as the agent and a co-administrative agent

                                       and

                             MERCANTILE BANK, N.A.,
                          as a co-administrative agent,

                                      with

                             BANK OF AMERICA, N.A.,
                              as syndication agent,

                                       and

                               ABN AMRO BANK N.V.,
                            THE BANK OF NOVA SCOTIA,
                                  BANK ONE, NA,
                               WACHOVIA BANK, N.A.
                                       and
                         SUNTRUST BANK, NASHVILLE, N.A.
                                  as co-agents,

                             CHASE SECURITIES INC.,
                   as sole book manager and a co-lead arranger

                                       and

                         BANC OF AMERICA SECURITIES LLC,
                              as a co-lead arranger

                                TABLE OF CONTENTS

ARTICLE I. Definitions.......................................................1

    SECTION 1.01. Defined Terms..............................................1
    SECTION 1.02. Classification of Loans and Borrowings.....................17
    SECTION 1.03. Terms Generally............................................17
    SECTION 1.04. Accounting Terms; GAAP.....................................17

ARTICLE II. The Credits......................................................17

    SECTION 2.01. Commitments................................................17
    SECTION 2.02. Loans and Borrowings.......................................18
    SECTION 2.03. Requests for Borrowings....................................18
    SECTION 2.04. Swingline Loans............................................19
    SECTION 2.05. Letters of Credit..........................................20
    SECTION 2.06. Funding of Borrowings......................................24
    SECTION 2.07. Interest Elections.........................................24
    SECTION 2.08. Termination and Reduction of Revolving Commitments;
                    Extension of Maturity Date...............................26
    SECTION 2.09. Repayment of Loans; Evidence of Debt.......................27
    SECTION 2.10. Prepayment of Loans........................................27
    SECTION 2.11. Fees.......................................................28
    SECTION 2.12. Interest...................................................29
    SECTION 2.13. Alternate Rate of Interest.................................30
    SECTION 2.14. Increased Costs............................................30
    SECTION 2.15. Break Funding Payments.....................................31
    SECTION 2.16. Taxes......................................................32
    SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing
                    of Set-offs..............................................33
    SECTION 2.18. Mitigation Obligations; Replacement of Lenders.............35
    SECTION 2.19. Increase of Revolving Commitments..........................35

ARTICLE III. Representations and Warranties..................................36

    SECTION 3.01. Organization; Powers.......................................36
    SECTION 3.02. Authorization; Enforceability..............................37
    SECTION 3.03. Governmental Approvals; No Conflicts.......................37
    SECTION 3.04. Financial Condition; No Material Adverse Change............37
    SECTION 3.05. Properties.................................................38
    SECTION 3.06. Litigation and Environmental Matters.......................38
    SECTION 3.07. Compliance with Laws and Agreements........................39
    SECTION 3.08. Investment and Holding Company Status......................39
    SECTION 3.09. Taxes......................................................39
    SECTION 3.10. ERISA......................................................39
    SECTION 3.11. Disclosure.................................................39
    SECTION 3.12. Subsidiaries...............................................40
    SECTION 3.13. Insurance..................................................40
    SECTION 3.14. Labor Matters..............................................40
    SECTION 3.15. Solvency...................................................40
    SECTION 3.16. Senior Indebtedness........................................40
    SECTION 3.17. Year 2000..................................................41
    SECTION 3.18. Margin Securities..........................................41

ARTICLE IV. Conditions.......................................................41

    SECTION 4.01. Effective Date.............................................41
    SECTION 4.02. Each Credit Event..........................................42

ARTICLE V. Affirmative Covenants.............................................42

    SECTION 5.01. Financial Statements and Other Information.................43
    SECTION 5.02. Notices of Material Events.................................44
    SECTION 5.03. Existence; Conduct of Business.............................44

                                      -i-

    SECTION 5.04. Payment of Obligations.....................................45
    SECTION 5.05. Maintenance of Properties..................................45
    SECTION 5.06. Insurance..................................................45
    SECTION 5.07. Casualty and Condemnation..................................45
    SECTION 5.08. Books and Records; Inspection and Audit Rights.............45
    SECTION 5.09. Compliance with Laws.......................................45
    SECTION 5.10. Use of Proceeds and Letters of Credit......................46
    SECTION 5.11. Additional Subsidiaries; Additional Guarantors.............46
    SECTION 5.12. Further Assurances.........................................46
    SECTION 5.13. Compliance with Agreements.................................47

ARTICLE VI. Negative Covenants...............................................47

    SECTION 6.01. Indebtedness; Certain Equity Securities....................47
    SECTION 6.02. Liens......................................................49
    SECTION 6.03. Fundamental Changes........................................50
    SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions..51
    SECTION 6.05. Asset Sales; Equity Issuances..............................53
    SECTION 6.06. Sale and Leaseback Transactions............................54
    SECTION 6.07. Hedging Agreements.........................................54
    SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness......54
    SECTION 6.09. Transactions with Affiliates...............................55
    SECTION 6.10. Restrictive Agreements.....................................55
    SECTION 6.11. Amendment of Organizational Documents......................56
    SECTION 6.12. Subordinated Debt Documents................................56
    SECTION 6.13. Senior Note Documents......................................56
    SECTION 6.14. Change in Fiscal Year......................................57

ARTICLE VII. Financial Covenants.............................................57

    SECTION 7.01. Consolidated Tangible Net Worth............................57
    SECTION 7.02. Leverage Ratio.............................................59
    SECTION 7.03. Fixed Charge Coverage......................................60
    SECTION 7.04. Asset Coverage.............................................61

ARTICLE VIII. Events of Default..............................................62

ARTICLE IX. Agent............................................................64

ARTICLE X. Miscellaneous.....................................................66

    SECTION 10.01. Notices...................................................66
    SECTION 10.02. Waivers; Amendments.......................................66
    SECTION 10.03. Expenses; Indemnity; Damage Waiver........................67
    SECTION 10.04. Successors and Assigns....................................69
    SECTION 10.05. Survival..................................................71
    SECTION 10.06. Counterparts; Integration; Effectiveness..................71
    SECTION 10.07. Severability..............................................72
    SECTION 10.08. Right of Setoff...........................................72
    SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of
                     Process.................................................72
    SECTION 10.10. WAIVER OF JURY TRIAL......................................73
    SECTION 10.11. Headings..................................................73
    SECTION 10.12. Confidentiality...........................................73
    SECTION 10.13. Maximum Interest Rate.....................................74
    SECTION 10.14. Intercompany Subordination................................75

                                      -ii-

                                    EXHIBITS:

EXHIBIT A - Form of  Assignment  and  Acceptance
EXHIBIT B - Form of Opinion of Borrower's  Counsel
EXHIBIT C - Form of Subsidiary  Guaranty
EXHIBIT D - Form of Increased Commitment Supplement

                                   SCHEDULES:

SCHEDULE 2.01 - Commitments
SCHEDULE 3.12 - Subsidiaries
SCHEDULE 6.01 - Existing  Indebtedness and Preferred  Equity Interests
SCHEDULE 6.02 - Existing  Liens
SCHEDULE 6.04 - Existing  Investments
SCHEDULE 6.10 - Existing Restrictions

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT (this "Agreement") dated as of December 29, 1999,
is among ACXIOM CORPORATION,  a Delaware Corporation,  the LENDERS party hereto,
CHASE   BANK  OF   TEXAS,   NATIONAL   ASSOCIATION,   as  the  agent  and  as  a
co-administrative agent and MERCANTILE BANK, N.A., as a co-administrative agent,
and BANK OF AMERICA, N.A., as syndication agent.

         The parties hereto agree as follows:

ARTICLE I.

                                   Definitions

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:

         "ABR",  when  used in  reference  to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans comprising such Borrowing,  are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Accumulated Total Assets" has the meaning specified in Section 6.05.

         "Acquiring Company" has the meaning specified in Section 6.04.

         "Adjusted EBITDA" has the meaning specified in Section 7.02.

         "Adjusted LIBO Rate" means,  with respect to any  Eurodollar  Borrowing
for any  Interest  Period,  an  interest  rate per annum  (rounded  upwards,  if
necessary,  to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "Administrative  Questionnaire" means an administrative  questionnaire
in a form supplied by the Agent.

         "Affiliate"  means, with respect to a specified Person,  another Person
that directly, or indirectly through one or more intermediaries,  Controls or is
Controlled by or is under common Control with the Person specified.

         "Agent" means Chase Bank of Texas, National  Association,  as agent for
the Lenders hereunder.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest  of (a) the Prime  Rate in effect on such day,  (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the  Alternate  Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective  from and  including  the  effective  date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

                                      -1-

         "Applicable  Percentage"  means,  at any time and with  respect  to any
Lender,  the percentage of the total Revolving  Commitments  represented by such
Lender's  Revolving  Commitment at such time. If the Revolving  Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon
the  Revolving  Commitments  most  recently  in  effect,  giving  effect  to any
assignments.

         "Applicable  Rate" means,  for any day (a) with respect to any ABR Loan
or Eurodollar Loan or with respect to the commitment fees payable hereunder,  as
the case may be, the applicable rate per annum set forth below under the caption
"ABR Spread",  "Eurodollar Spread" or "Commitment Fee Rate", as the case may be,
opposite  the  category  in the table below  which  corresponds  with the actual
Leverage Ratio as of the most recent determination date; provided that until the
first date that the  Applicable  Rate is  determined  as set forth below in this
definition,  the  "Applicable  Rate" shall be the applicable  rate per annum set
forth below in Category 3:

================================================================================
Leverage Ratio         ABR Spread     Eurodollar Spread           Commitment
                                                                   Fee Rate
================================================================================

Category 1               0.00%             1.00%                    0.225%
less than
0.50 to 1.00

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

Category 2               0.00%             1.25%                    0.250%
great than or equal
to 0.50 to 1.00
but less than
1.00 to 1.00

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

Category 3               0.00%             1.50%                    0.300%
greater than
1.00 to 1.00
but less than
1.50 to 1.00

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

Category 4               0.25%             1.75%                    0.375%
greater than or
equal to
1.50 to 1.00

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

         For  purposes  of the  foregoing,  (i)  the  Leverage  Ratio  shall  be
determined as of the end of each fiscal  quarter of the  Borrower's  fiscal year
based upon the Borrower's  consolidated  financial statements delivered pursuant
to Section  5.01(a) or (b) beginning with the fiscal quarter ended June 30, 2000
and (ii)  each  change in the  Applicable  Rate  resulting  from a change in the
Leverage Ratio shall be effective during the period  commencing on and including
the date of  delivery  to the Agent of such  consolidated  financial  statements
indicating  such  change  and  ending  on the  date  immediately  preceding  the
effective  date of the next such change;  provided that the Leverage Ratio shall
be  deemed to be in  Category  4 (A) at any time  that an Event of  Default  has
occurred and is  continuing  or (B) at the option of the Agent or at the request
of the  Required  Lenders  if the  Borrower  fails to deliver  the  consolidated
financial  statements required to be delivered by it pursuant to Section 5.01(a)
or (b),  during the period from the expiration of the time for delivery  thereof
until such consolidated financial statements are delivered.

         "Assessment  Rate" means,  for any day, the annual  assessment  rate in
effect  on such  day that is  payable  by a member  of the Bank  Insurance  Fund
classified  as  "well-capitalized"  and within  supervisory  subgroup  "B" (or a
comparable successor risk  classification)  within the meaning of 12 C.F.R. Part
327 (or any successor  provision) to the Federal Deposit  Insurance  Corporation
for  insurance  by such  Corporation  of time  deposits  made in  dollars at the
offices of such member in the United  States;  provided  that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid,  then the Assessment Rate shall be such annual
rate as shall be  determined  by the Agent to be  representative  of the cost of
such insurance to the Lenders.

                                      -2-

         "Asset Value" has the meaning specified in Section 7.04.

         "Assignment and Acceptance" means an assignment and acceptance  entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04),  and accepted by the Agent, in the form of Exhibit A
or any other form approved by the Agent.

         "Base CD Rate" means the sum of (a) the  Three-Month  Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

         "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Borrower" means Acxiom Corporation, a Delaware corporation.

         "Borrowing" means Loans of the same Class and Type, made,  converted or
continued on the same date and, in the case of Eurodollar  Loans,  as to which a
single Interest Period is in effect.

         "Borrowing  Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

         "Business  Day" means any day that is not a  Saturday,  Sunday or other
day on which commercial banks in New York, New York, Houston,  Texas, or Dallas,
Texas are  authorized or required by law to remain closed;  provided that,  when
used in connection  with a Eurodollar  Loan,  the term "Business Day" shall also
exclude any day on which banks are not open for  dealings in dollar  deposits in
the London interbank market.

         "Capital   Expenditures"  means,  for  any  period,  the  additions  to
property, plant and equipment and other capital expenditures of the Borrower and
its consolidated Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the Borrower for such period  prepared in  accordance
with GAAP.

          "Capital  Lease  Obligations"  of any Person means the  obligations of
such  Person  to pay  rent  or  other  amounts  under  any  lease  of (or  other
arrangement  conveying  the  right  to use)  real  or  personal  property,  or a
combination  thereof,  which  obligations  are  required  to be  classified  and
accounted  for as capital  leases on a balance  sheet of such Person under GAAP,
and the  amount of such  obligations  shall be the  capitalized  amount  thereof
determined in accordance with GAAP.

         "Change in Control" means (a) the acquisition of ownership, directly or
indirectly,  beneficially  or of  record,  by any  Person or group  (within  the
meaning of Sections 13(d) or 14(d) the  Securities  Exchange Act of 1934 and the
rules of the Securities and Exchange  Commission  thereunder as in effect on the
date  hereof)  of Equity  Interests  representing  more  than 20% of either  the
aggregate ordinary voting power or the aggregate equity value represented by the
issued and outstanding  Equity Interests in Borrower;  or (b) the acquisition of
direct or indirect  Control of the  Borrower by any Person or group;  or (c) any
"Change of Control" as defined in the Subordinated Debt Documents.

                                      -3-

         "Change in Law" means (a) the adoption of any law,  rule or  regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.14(b),  by any lending office of such Lender
or by such  Lender's or the Issuing  Bank's  holding  company,  if any) with any
request,  guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

         "Class",  when used in  reference to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans  comprising such Borrowing,  are Revolving Loans
or Swingline Loans.

         "Co-Administrative Agents" means Chase Bank of Texas, National
Association and Mercantile Bank, N.A.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Concentration Test" has the meaning specified in Section 5.11.

         "Consolidated Net Income" has the meaning specified in Section 7.01.

         "Consolidated Tangible Net Worth " has the meaning specified in Section
7.01.

         "Consolidated  Total Assets"  means,  with respect to any Person and at
any time, all amounts which in conformity  with GAAP would be included as assets
on a consolidated balance sheet of such Person.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through  the  ability to  exercise  voting  power,  by  contract  or  otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

         "Current Maturity Date" has the meaning specified in Section 2.08(b).

         "Default"  means any event or condition  which  constitutes an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

         "Disclosed  Matters" means all the matters  disclosed in the Borrower's
reports to the securities and Exchange Commission on form 10-Q for the quarterly
period ended September 30, 1999 and on form 10-K for the fiscal year ended March
31, 1999.

         "Dispositions" has the meaning set forth in Section 6.05.

         "Dollar Amount" means, as of any date of determination, (a) in the case
of any amount  denominated in dollars,  such amount,  and (b) in the case of any
amount denominated in other currency,  the amount of dollars which is equivalent
to such amount of other  currency as of such date,  determined by using the Spot
Rate on the date two (2) Business Days prior to such date.

        "dollars" or "$" refers to lawful money of the United States of America.

                                      -4-

         "Domestic  Subsidiary" means any Subsidiary that is organized under the
laws of the United  States of  America,  any state  thereof or the  District  of
Columbia.

         "EBITDA" has the meaning specified in Section 7.02.

         "Effective  Date" means the date on which the  conditions  specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

         "Environmental  Laws"  means  all  laws,  rules,  regulations,   codes,
ordinances,  orders,  decrees,  judgments,   injunctions,   notices  or  binding
agreements  issued,  promulgated or entered into by any Governmental  Authority,
relating in any way to the  environment,  preservation or reclamation of natural
resources,  the  management,  release or  threatened  release  of any  Hazardous
Material or to health and safety matters.

         "Environmental Liability" means any liability,  contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities),  of the  Borrower  or any  Subsidiary  directly  or
indirectly  resulting from or based upon (a) violation of any Environmental Law,
(b)  the  generation,  use,  handling,  transportation,  storage,  treatment  or
disposal of any Hazardous  Materials,  (c) exposure to any Hazardous  Materials,
(d) the  release or  threatened  release  of any  Hazardous  Materials  into the
environment  or (e) any  contract,  agreement  or other  consensual  arrangement
pursuant to which  liability  is assumed or imposed  with  respect to any of the
foregoing.

         "Equity  Forward  Agreement"  means the  Synthetic  Purchase  Agreement
governed by that certain  International  Swap Dealers  Association,  Inc. Master
Agreement  entered  into  between  Borrower  and Chase  Bank of Texas,  National
Association  in  December  of  1999,  as the same may be  amended  or  otherwise
modified from time to time.

         "Equity   Interests"   means  shares  of  capital  stock,   partnership
interests,  membership  interests  in a limited  liability  company,  beneficial
interests  in a trust or other  equity  ownership  interests in a Person and any
option, warrant or other right relating thereto.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time.

         "ERISA   Affiliate"  means  any  trade  or  business  (whether  or  not
incorporated) that, together with the Borrower,  is treated as a single employer
under  Section  414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and  Section  412 of the Code,  is treated as a single  employer  under
Section 414 of the Code.

         "ERISA Event" means (a) any "reportable  event",  as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice  period is waived);  (b) the existence
with respect to any Plan of an "accumulated  funding  deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing  pursuant to Section  412(d) of the Code or Section 303(d) of ERISA of an
application  for a waiver of the minimum  funding  standard  with respect to any
Plan; (d) the  incurrence by the Borrower or any of its ERISA  Affiliates of any
liability  under Title IV of ERISA with respect to the  termination of any Plan;
(e) the receipt by the Borrower or any ERISA  Affiliate  from the PBGC or a plan

                                      -5-

administrator  of any notice  relating to an intention to terminate  any Plan or
Plans or to appoint a trustee to administer  any Plan; (f) the incurrence by the
Borrower or any of its ERISA  Affiliates  of any  liability  with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice,  or the receipt by
any  Multiemployer  Plan from the Borrower or any ERISA Affiliate of any notice,
concerning  the  imposition of Withdrawal  Liability or a  determination  that a
Multiemployer  Plan is, or is expected to be,  insolvent  or in  reorganization,
within the meaning of Title IV of ERISA.

         "Eurodollar",  when used in reference to any Loan or Borrowing,  refers
to whether  such Loan,  or the Loans  comprising  such  Borrowing,  are  bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "Event of Default" has the meaning specified in Article VIII.

         "Excluded  Subsidiary " means any Foreign Subsidiary and any Subsidiary
who is not a party to the Subsidiary Guaranty.

         "Excluded Subsidiary Loan and Guaranty Amount" has the meaning
specified in Section 6.01(a)(iii).

         "Excluded Subsidiary Loan and Guaranty Limit" has the meaning specified
in Section 6.01(a)(iii).

         "Excluded  Taxes"  means,  with respect to the Agent,  any Lender,  the
Issuing  Bank or any other  recipient of any payment to be made by or on account
of any  obligation  of the Borrower  hereunder,  (a) income or  franchise  taxes
imposed on (or measured by) its net income by the United  States of America,  or
by the  jurisdiction  under the laws of which such  recipient is organized or in
which its  principal  office is located or, in the case of any Lender,  in which
its applicable  lending office is located,  (b) any branch profits taxes imposed
by the  United  States  of  America  or any  similar  tax  imposed  by any other
jurisdiction  in which the  Borrower is located and (c) in the case of a Foreign
Lender  (other than an  assignee  pursuant  to a request by the  Borrower  under
Section 2.18(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section  2.16(e),  except to the extent that such Foreign
Lender (or its assignor,  if any) was entitled,  at the time of designation of a
new lending  office (or  assignment),  to receive  additional  amounts  from the
Borrower with respect to such withholding tax pursuant to Section 2.16(a).

         "Extension Request" has the meaning specified in Section 2.08(b).

         "Federal  Funds  Effective  Rate" means (i) for the first day of an ABR
Borrowing  or  Swingline  Loan,  the rate per annum  which is the average of the
rates on the offered side of the Federal funds market quoted by three  interbank
Federal funds  brokers,  selected by the Agent,  at  approximately  the time the
Borrower  requests  such  Borrowing or Swingline  Loan,  for dollar  deposits in
immediately  available funds,  for a period and in an amount,  comparable to the
principal  amount of such ABR  Borrowing or Swingline  Loan, as the case may be,
and (ii) for each day of such ABR Borrowing or Swingline Loan thereafter, or for

                                      -6-

any other amount  hereunder which bears interest at the Alternative Base Rate or
the Federal Funds Effective Rate, the rate per annum which is the average of the
rates on the offered side of the Federal funds market quoted by three  interbank
Federal funds brokers,  selected by the Agent,  at  approximately  2:00 p.m. New
York City time on such day for dollar deposits in immediately  available  funds,
for a period and in an amount,  comparable to the  principal  amount of such ABR
Borrowing,  Swingline  Loan or other amount,  as the case may be; in the case of
both clauses (i) and (ii), as determined  by the Agent and rounded  upwards,  if
necessary, to the nearest 1/100 of 1%.

         "Financial  Officer"  means  the  chief  financial  officer,  principal
accounting officer, treasurer or controller of the Borrower.

         "Fixed Charges" has the meaning specified in Section 7.03.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction  other than that in which the Borrower is located.  For purposes of
this  definition,  the United  States of  America,  each State  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "Foreign  Subsidiary"  means any Subsidiary that is organized under the
laws of a  jurisdiction  other  than the  United  States of  America,  any State
thereof or the District of Columbia.

         "GAAP" means generally accepted accounting principles in the United
States of America.

         "Governmental  Authority"  means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

         "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise,  of the guarantor  guaranteeing  or having the economic
effect of guaranteeing  any  Indebtedness,  or other  obligation  (including any
obligations  under an  operating  lease) of such Person or any other Person (the
"primary obligor") in any manner, whether directly or indirectly,  and including
any obligation of the guarantor,  direct or indirect, (a) to purchase or pay (or
advance or supply  funds for the  purchase or payment of) such  Indebtedness  or
other  obligation or to purchase (or to advance or supply funds for the purchase
of) any security  for the payment  thereof,  (b) to purchase or lease  property,
securities   or  services  for  the  purpose  of  assuring  the  owner  of  such
Indebtedness or other obligation (including the lessor under an operating lease)
of the payment thereof,  (c) to maintain working capital,  equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such  Indebtedness or other  obligation or (d)
as an account  party in  respect  of any letter of credit or letter of  guaranty
issued to support  such  Indebtedness  or  obligation;  provided,  that the term
Guarantee  shall not  include  endorsements  for  collection  or  deposit in the
ordinary course of business.

                                      -7-

          "Guarantor"  means  Acxiom  CDC,  Inc.,   Acxiom/Direct  Media,  Inc.,
  Acxiom/May & Speh, Inc.,  Acxiom RM-Tools,  Inc.,  Acxiom/Woodland  Hills Data
  Center,  Inc.  and each other  Subsidiary  who becomes a  guarantor  under the
  Subsidiary Guaranty in accordance with Section 5.11.

         "Hazardous Materials" means all explosive or radioactive  substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

         "Hedging  Agreement"  means any  interest  rate  protection  agreement,
foreign  currency  exchange  agreement,  commodity price  protection  agreement,
security hedging agreement,  other interest,  currency or security exchange rate
or commodity price hedging arrangement,  any Synthetic Purchase Agreement or any
other derivative instrument.

         "Increased Commitment Supplement" has the meaning specified in Section
2.19.

         "Indebtedness"  of any  Person  means,  without  duplication,  (a)  all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such Person
upon which interest  charges are  customarily  paid, (d) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property acquired by such Person,  (e) all obligations of such Person in respect
of the  deferred  purchase  price of  property or  services  (excluding  current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
obligations  of others  secured by (or for which the holder of such  obligations
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether  or not the  obligations
secured thereby have been assumed (provided that for purposes of this clause (f)
the amount of any such Indebtedness  shall be deemed not to exceed the higher of
the market value or the book value of such assets),  (g) all  Guarantees by such
Person of obligations of others (including  Guarantees of operating leases), (h)
all Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise,  of such  Person as an account  party in respect of letters of credit
and letters of guaranty, (j) all obligations,  contingent or otherwise,  of such
Person in  respect  of  bankers'  acceptances,  (k)  indebtedness  in respect of
mandatory  redemption  or  mandatory  dividend  rights on Equity  Interests  but
excluding  dividends  payable  solely in additional  Equity  Interests,  (l) all
obligations  of such Person,  contingent or otherwise,  for the payment of money
under any  noncompete,  consulting  or similar  agreement  entered into with the
seller of a Target or any other similar arrangements  providing for the deferred
payment  of  the  purchase  price  for an  acquisition  permitted  hereby  or an
acquisition  consummated  prior to the date hereof,  (m) all obligations of such
Person under any Hedging  Agreement,  (n) all  obligations of such Person to pay
rent or other  amounts  under any lease of (or other  arrangement  conveying the
right to use) real or personal property,  or a combination thereof,  which lease
is required or is permitted to be  classified  and accounted for as an operating
lease  under  GAAP  but  which  is  intended  by the  parties  thereto  for tax,
bankruptcy,  regulatory,  commercial law, real estate law and all other purposes
as a financing  arrangement,  and (o) all other  amounts  (other than  accruals,
deferred  revenue and deferred  taxes) which are required by GAAP to be included
as liabilities on a consolidated  balance sheet of such Person. The Indebtedness
of any Person shall include the Indebtedness of any other entity  (including any
partnership in which such Person is a general partner) to the extent such Person

                                      -8-

is liable therefor as a result of such Person's  ownership  interest in or other
relationship  with  such  entity,  except  to  the  extent  the  terms  of  such
Indebtedness provide that such Person is not liable therefor.  The amount of the
obligations  of the  Borrower  or  any  Subsidiary  in  respect  of any  Hedging
Agreement  (including,  without  limitation,  the obligations  arising under the
Equity  Forward  Agreement)  shall,  at any  time of  determination  and for all
purposes under this Agreement, be the maximum aggregate amount (giving effect to
any netting  agreements)  that the Borrower or such Subsidiary would be required
to pay if such Hedging  Agreement were  terminated at such time giving effect to
current market conditions  notwithstanding  any contrary treatment in accordance
with GAAP.  The  deferred  purchase  price of  property  or  services to be paid
through earnings of the purchaser to the extent such amount is not characterized
as liabilities in accordance with GAAP shall not be Indebtedness.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Information  Memorandum" means the Confidential Information Memorandum
dated December 1999 relating to the Borrower and the credit facility established
by this Agreement.

         "Interest  Election Request" means a request by the Borrower to convert
or continue a Borrowing in accordance with Section 2.07.

         "Interest  Payment  Date" means (a) with  respect to any ABR Loan,  the
last day of each March, June,  September and December  commencing the first such
date after the Effective Date, (b) with respect to any Eurodollar Loan, the last
day of the Interest  Period  applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurodollar  Borrowing with an Interest Period of more
than three  months'  duration,  each day prior to the last day of such  Interest
Period that occurs at intervals of three months' duration after the first day of
such Interest  Period,  and (c) with respect to any Swingline Loan, the day that
such Loan is required to be repaid.

         "Interest Period" means with respect to any Eurodollar  Borrowing,  the
period  commencing on the date of such  Borrowing and ending on the  numerically
corresponding  day in the calendar  month that is one, two,  three or six months
thereafter, as the Borrower may elect; provided, that (i) if any Interest Period
would end on a day other than a Business  Day,  such  Interest  Period  shall be
extended  to the next  succeeding  Business  Day  unless  such  next  succeeding
Business Day would fall in the next calendar  month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
that  commences on the last  Business  Day of a calendar  month (or on a day for
which there is no  numerically  corresponding  day in the last calendar month of
such  Interest  Period)  shall end on the last Business Day of the last calendar
month of such  Interest  Period.  For purposes  hereof,  the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the  effective  date of the most recent  conversion or  continuation  of such
Borrowing.

         "Issuing Bank" means Chase Bank of Texas, National Association,  in its
capacity as the issuer of Letters of Credit  hereunder,  and its  successors  in
such  capacity  as  provided in Section  2.05(i).  The Issuing  Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing  Bank,  in which case the term  "Issuing  Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

         "LC Disbursement"  means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

                                      -9-

         "LC Exposure" means, at any time, the sum of (a) the aggregate  undrawn
amount of all outstanding  Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Lender at any time shall be
its Applicable Percentage of the total LC Exposure at such time.

         "Lenders"  means  the  Persons  listed on  Schedule  2.01 and any other
Person  that shall have become a party  hereto  pursuant  to an  Assignment  and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

         "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

         "Leverage Ratio" means, on any date, the ratio of Total Indebtedness to
Adjusted EBITDA then most recently calculated in accordance with Section 7.02.

         "LIBO Rate" means,  with respect to any  Eurodollar  Borrowing  for any
Interest Period,  the rate appearing on Page 3750 of the Telerate Service (or on
any  successor  or  substitute  page of such  Service,  or any  successor  to or
substitute  for such  Service,  providing  rate  quotations  comparable to those
currently provided on such page of such Service, as determined by the Agent from
time to time for purposes of providing  quotations of interest rates  applicable
to dollar deposits in the London interbank market) at approximately  11:00 a.m.,
London  time,  two  Business  Days prior to the  commencement  of such  Interest
Period,  as the rate for  dollar  deposits  with a maturity  comparable  to such
Interest  Period.  In the event that such rate is not available at such time for
any reason,  then the "LIBO Rate" with respect to such Eurodollar  Borrowing for
such  Interest  Period shall be the rate at which dollar  deposits of $5,000,000
and for a  maturity  comparable  to such  Interest  Period  are  offered  by the
principal  London  office  of  Chase  Bank of  Texas,  National  Association  in
immediately  available  funds in the London  interbank  market at  approximately
11:00 a.m.,  London time,  two Business Days prior to the  commencement  of such
Interest Period.

         "Lien"  means,  with respect to any asset,  (a) any  mortgage,  deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such  asset,  (b) the  interest  of a  vendor  or a  lessor  under  any
conditional sale agreement,  capital lease or title retention  agreement (or any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing)  relating  to such  asset  and (c) in the  case  of  securities,  any
purchase  option,  call or similar  right of a third party with  respect to such
securities.

         "Loan Documents" means this Agreement,  the Subsidiary Guaranty and all
other  certificates,  agreements  and  other  documents  or  instruments  now or
hereafter  executed  and/or  delivered  pursuant to or in  connection  with this
Agreement or the Subsidiary Guaranty and any and all amendments,  modifications,
supplements, renewals, extensions or restatements thereof.

         "Loans" means the loans made by the Lenders to the Borrower pursuant to
this Agreement.

         "Material  Adverse  Effect" means a material  adverse effect on (a) the
business,  assets,  operations  or  financial  condition of the Borrower and the

                                      -10-

Subsidiaries  taken as a whole, (b) the ability of the Borrower or any Guarantor
to perform any of its  obligations  under any Loan Document or (c) the validity,
enforceability  or  collectibility  of the Revolving Loans or the ability of the
Agent and the Lenders to enforce a material provision of any Loan Document.

         "Material  Indebtedness"  means Indebtedness  (other than the Loans and
Letters of Credit) of any one or more of, the Borrower and the  Subsidiaries  in
an aggregate principal amount exceeding a Dollar Amount equal to $5,000,000.

         "Maturity  Date" means  December 29, 2002, or such later date as may be
requested by the Borrower and approved by the Lenders in accordance with Section
2.08(b).

         "Moody's" means Moody's Investors Service, Inc.

         "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

         "New Lender" has the meaning specified in Section 2.19.

         "Other Taxes" means any and all present or future stamp or  documentary
taxes or any other excise or property  taxes,  charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

         "PBGC" means the Pension Benefit Guaranty  Corporation  referred to and
defined in ERISA and any successor entity performing similar functions.

         "Permitted Encumbrances" means:

                  (a)       Liens  imposed  by law for  taxes  that  are not yet
due or are being contested in compliance with Section 5.04;

                  (b)  carriers',  warehousemen's,   mechanics',  materialmen's,
repairmen's and other like Liens imposed by law,  arising in the ordinary course
of business and securing  obligations that are not overdue by more than 120 days
and are not being  enforced or are being  contested in  compliance  with Section
5.04;

                  (c)  pledges  and  deposits  made in the  ordinary  course  of
business in compliance with workers'  compensation,  unemployment  insurance and
other social security laws or regulations;

                  (d)  deposits  to  secure  the  performance  of  bids,   trade
contracts,  leases, statutory obligations,  surety and appeal bonds, performance
bonds and  other  obligations  of a like  nature,  in each case in the  ordinary
course of business;

                  (e)  judgment  liens  in  respect  of  judgments  that  do not
constitute an Event of Default under clause (k) of Article VIII;

                  (f) easements, zoning restrictions,  rights-of-way and similar
encumbrances  on real property  imposed by law or arising in the ordinary course
of business that do not secure any monetary  obligations  and do not  materially

                                      -11-

detract from the value of the affected  property or interfere  with the ordinary
conduct of business of the Borrower or any Significant Subsidiary;

                  (g)  Liens  arising  from  filing  UCC  financing   statements
regarding leases permitted by this Agreement;

                  (h)  leases or subleases of equipment to customers in the
ordinary course of business;

                  (i)  leases  or  subleases  entered  into  by  Borrower  or  a
Subsidiary  in good faith with  respect to its property not used in its business
and which do not materially  interfere with the ordinary  conduct of business of
the Borrower or any Significant Subsidiary; and

                  (j)  Liens incurred by Borrower with the consent of the
Required Lenders;

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
described in clauses (a) through (h) above that secures Indebtedness.

         "Permitted Investments" means:

     (a) direct  obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such  obligations  are backed by the full faith and
credit of the United States of America),  in each case maturing  within one year
from the date of acquisition thereof;

     (b) investments in commercial  paper maturing within 270 days from the date
of  acquisition  thereof and having,  at such date of  acquisition,  the highest
credit rating obtainable from S&P or from Moody's;

     (c) investments in certificates of deposit,  banker's  acceptances and time
deposits maturing within 180 days from the date of acquisition thereof issued or
guaranteed  by or placed  with,  and money  market  deposit  accounts  issued or
offered by, any domestic  office of any commercial bank organized under the laws
of the  United  States of  America  or any State  thereof  which has a  combined
capital and surplus and undivided profits of not less than $500,000,000; and (d)
fully collateralized  repurchase agreements with a term of not more than 30 days
for  securities  described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above.

         "Person"  means any  natural  person,  corporation,  limited  liability
company, trust, joint venture, association,  company, partnership,  Governmental
Authority or other entity.

         "Plan"  means  any  employee   pension   benefit  plan  (other  than  a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA  Affiliate is (or, if such plan were  terminated,  would under Section
4069 of ERISA be deemed to be) an  "employer"  as  defined  in  Section  3(5) of
ERISA.

                                      -12-

         "Prime  Rate" means the rate of interest per annum  publicly  announced
from time to time by Chase Bank of Texas, National Association as its prime rate
in effect at its principal  office in Houston,  Texas;  each change in the Prime
Rate shall be  effective  from and  including  the date such  change is publicly
announced as being effective.

         "Prior Assets" has the meaning specified in Section 7.02.

         "Prior Company" has the meaning specified in Section 7.02.

         "Prior Target" has the meaning specified in Section 7.02.

         "Purchase  Price"  means,  as of any  date of  determination  and  with
respect to a proposed acquisition,  the purchase price to be paid for the Target
or its assets,  including all cash  consideration  paid  (whether  classified as
purchase price,  noncompete or consulting  payments or otherwise),  the value of
all other assets to be  transferred  by the  purchaser in  connection  with such
acquisition to the seller  (including any stock issued to the seller) all valued
in  accordance  with  the  applicable  purchase  agreement  and the  outstanding
principal  amount of all  Indebtedness  of the Target or the  seller  assumed or
acquired in connection with such acquisition.

         "Register" has the meaning specified in Section 10.04.

         "Rejecting Lender" has the meaning specified in Section 2.08(b).

         "Related  Parties" means,  with respect to any specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

         "Required  Lenders"  means,  at  any  time,  Lenders  having  Revolving
Exposures and unused  Revolving  Commitments  representing 51% of the sum of the
total Revolving Exposures and unused Revolving Commitments at such time.

         "Restricted Payment" means any dividend or other distribution  (whether
in cash,  securities or other property) with respect to any Equity  Interests in
the Borrower or any Subsidiary,  or any payment (whether in cash,  securities or
other property),  including any sinking fund or similar  deposit,  on account of
the purchase, redemption, retirement,  acquisition,  cancellation or termination
of any  Equity  Interests  in the  Borrower  or any  Subsidiary  (including  any
dividend,  other  distribution  or other payment in respect of Equity  Interests
under a Synthetic Purchase Agreement).

         "Revolving Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Revolving  Commitments  in accordance  with the terms of this
Agreement.

         "Revolving   Commitment"  means,  with  respect  to  each  Lender,  the
commitment,  if any,  of such  Lender to make  Revolving  Loans  and to  acquire
participations in Letters of Credit and Swingline Loans hereunder,  expressed as
an amount  representing the maximum aggregate amount of such Lender's  Revolving
Exposure  hereunder,  as such  commitment  may be (a) reduced  from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to  assignments  by or to such  Lender  pursuant to Section  10.04.  The initial
amount of each Lender's  Revolving  Commitment is set forth on Schedule 2.01, or

                                      -13-

in the  Assignment  and  Acceptance  pursuant  to which such  Lender  shall have
assumed its Revolving Commitment, as applicable. The initial aggregate amount of
the Lenders' Revolving Commitments is $275,000,000.

         "Revolving Exposure" means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender's Revolving Loans and its
LC Exposure and Swingline Exposure at such time.

         "Revolving  Lender" means a Lender with a Revolving  Commitment  or, if
the Revolving  Commitments  have terminated or expired,  a Lender with Revolving
Exposure.

         "Revolving Loan" means advances made pursuant to Section 2.01.

         "S&P" means Standard & Poor's.

         "Senior Debt" has the meaning specified in Section 7.04.

         "Senior Notes" means the following senior notes of the Borrower:

          (a) the 6.92%  Senior  Notes due March 30, 2007 in the  original
aggregate amount of $30,000,000; and

          (b) 9.75% Senior Notes due May 1, 2000.

         "Senior  Note   Documents"   means  the  indentures  or  note  purchase
agreements  under  which  the  Senior  Notes  have  been  issued  and all  other
instruments,  agreements and other documents  evidencing or governing the Senior
Notes or providing for any Guarantee or other right in respect thereof.

         "Significant  Subsidiary"  means,  at any  date of  determination,  any
Subsidiary  (i) whose  Consolidated  Total Assets equals or exceeds five percent
(5%)  of  the  Consolidated  Total  Assets  of  the  Borrower,   or  (ii)  whose
Consolidated  Net Income for the most recently  completed  four fiscal  quarters
equals or exceeds five percent (5%) of the  Borrower's  Consolidated  Net Income
for such period.  In  calculating  Consolidated  Net Income under the  foregoing
clause  for a four  fiscal  quarter  period,  if the  Borrower  or a  Subsidiary
acquires  the  assets of a Target  either  directly  or  through  a merger,  the
Consolidated  Net  Income of the  Target  for such four  fiscal  quarter  period
attributable  to the  time  prior  to the  acquisition  shall  be  added  to the
Consolidated Net Income of the Borrower or such Subsidiary, as applicable.

         "Spot Rate" means, with respect to any day, the rate determined on such
date on the basis of the offered  exchange  rates,  as  reflected in the foreign
currency  exchange  rate display of Telerate  System,  Incorporated  at or about
10:00 a.m.  (Dallas,  Texas time), to purchase dollars with the other applicable
currency,  provided  that,  if at least two such  offered  rates  appear on such
display,  the rate shall be the arithmetic mean of such offered rates and, if no
such offered  rates are so  displayed,  the Spot Rate shall be determined by the
Agent on the basis of the arithmetic mean of such offered rates as determined by
the Agent in accordance with its normal practice.

                                      -14-

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the  denominator of which is the number
one minus the  aggregate  of the  maximum  reserve  percentages  (including  any
marginal,  special,  emergency or supplemental  reserves) expressed as a decimal
established  by the Board to which the Agent is subject (a) with  respect to the
Base CD Rate,  for new negotiable  nonpersonal  time deposits in dollars of over
$100,000  with  maturities  approximately  equal  to three  months  and (b) with
respect to the Adjusted LIBO Rate, for eurocurrency  funding (currently referred
to as  "Eurocurrency  Liabilities"  in Regulation D of the Board).  Such reserve
percentages   shall  include  those  imposed  pursuant  to  such  Regulation  D.
Eurodollar  Loans shall be deemed to constitute  eurocurrency  funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions  or  offsets  that may be  available  from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

         "Subject Period" has the meaning set forth in Section 7.02.

         "Subordinated  Debt" means the Borrower's and Acxiom/May & Speh, Inc.'s
5.25% convertible  subordinated notes due 2003 in the aggregate principal amount
of $115,000,000 and the Indebtedness represented thereby.

         "Subordinated  Debt  Documents"  means the  indenture  under  which the
Subordinated  Debt is issued  and all other  instruments,  agreements  and other
documents  evidencing  or governing the  Subordinated  Debt or providing for any
Guarantee or other right in respect thereof.

         "subsidiary"  means,  with respect to any Person (the  "parent") at any
date, any corporation,  limited liability company,  partnership,  association or
other  entity the  accounts  of which  would be  consolidated  with those of the
parent in the  parent's  consolidated  financial  statements  if such  financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership,  association or other
entity (a) of which securities or other ownership  interests  representing  more
than 50% of the equity or more than 50% of the ordinary  voting power or, in the
case of a partnership,  more than 50% of the general partnership  interests are,
as of such date,  owned,  controlled  or held,  or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

         "Subsidiary" means any subsidiary of the Borrower.

         "Subsidiary Guaranty" means the Guaranty Agreement in substantially the
form of Exhibit "C" hereto,  executed by certain Subsidiaries for the benefit of
the Agent and the Lenders, as the same may be amended or otherwise modified.

         "Swingline Exposure" means, at any time, the aggregate principal amount
of all Swingline Loans  outstanding at such time. The Swingline  Exposure of any
Lender at any time shall be its  Applicable  Percentage  of the total  Swingline
Exposure at such time.

         "Swingline Lender" means Chase Bank of Texas, National Association,  in
its capacity as lender of Swingline Loans hereunder.

         "Swingline Loan" means a Loan made pursuant to Section 2.04.

                                      -15-

         "Synthetic   Airplane  Lease   Facility"   means  the  synthetic  lease
arrangement  under which a lessor has  committed  to purchase  (for an aggregate
purchase  price  not  to  exceed   $2,250,000)  and  lease  to  the  Borrower  a
Dassault-Breguet,  Model  Falcon 10  Aircraft  and related  components  under an
aircraft lease  agreement  entered into by the Borrower on or about December 29,
1999.

         "Synthetic   Equipment   Lease  Facility"  means  the  synthetic  lease
arrangement  under which a lessor has  committed  to  purchase  and lease to the
Borrower up to $100,000,000 of equipment under a master lease agreement  entered
into by the Borrower on September 30, 1999.

         "Synthetic  Purchase  Agreement" means any agreement  pursuant to which
the Borrower or a Subsidiary is or may become  obligated to make any payment (i)
in  connection  with the  purchase by any third party of any Equity  Interest or
subordinated Indebtedness or (ii) the amount of which is determined by reference
to the  price  or  value  at any time of any  Equity  Interest  or  subordinated
Indebtedness;  provided  that no phantom  stock or similar  plan  providing  for
payments  only to current or former  directors,  officers  or  employees  of the
Borrower or the  Subsidiaries  (or to their heirs or estates) shall be deemed to
be a Synthetic Purchase Agreement.

         "Synthetic  Real Property  Lease" means a synthetic  lease  arrangement
under which a lessor has or will commit to purchase and lease to the Borrower or
a Subsidiary the real property  owned by Borrower  consisting of two city blocks
bounded by East 3rd Street, East 4th Street, Ferry Street and Commerce Street in
downtown  Little Rock,  Arkansas for an aggregate  purchase  price not to exceed
$35,000,000.

         "Target" means a Person who is to be acquired or whose assets are to be
acquired in a transaction permitted by Section 6.04.

         "Taxes"  means any and all present or future  taxes,  levies,  imposts,
duties,  deductions,   charges  or  withholdings  imposed  by  any  Governmental
Authority.

         "Three-Month  Secondary  CD Rate"  means,  for any day,  the  secondary
market rate for three-month  certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding  Business
Day) by the Board through the public  information  telephone line of the Federal
Reserve  Bank of New York (which rate will,  under the current  practices of the
Board, be published in Federal Reserve  Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding  Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at  approximately  10:00 a.m.,  New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the Agent
from three  negotiable  certificate  of deposit  dealers of recognized  standing
selected by it.

         "Total Indebtedness" has the meaning set forth in Section 7.02.

         "Transferring Subsidiary " has the meaning set forth in Section 6.04.

         "Type",  when used in  reference  to any Loan or  Borrowing,  refers to
whether  the rate of  interest  on such Loan,  or on the Loans  comprising  such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

                                      -16-

         "Withdrawal  Liability"  means liability to a  Multiemployer  Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION  1.02.  Classification  of Loans and  Borrowings.  For  purposes of this
Agreement,  Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g.,  a  "Eurodollar  Loan") or by Class and Type  (e.g.,  a
"Eurodollar Revolving Loan").  Borrowings also may be classified and referred to
by Class  (e.g.,  a  "Revolving  Borrowing")  or by Type  (e.g.,  a  "Eurodollar
Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

SECTION 1.03.     Terms Generally.
           The  definitions  of terms herein shall apply equally to the singular
and plural forms of the terms  defined.  Whenever  the context may require,  any
pronoun shall include the  corresponding  masculine,  feminine and neuter forms.
The words "include",  "includes" and "including"  shall be deemed to be followed
by the phrase "without  limitation".  The word "will" shall be construed to have
the same  meaning and effect as the word  "shall".  Unless the context  requires
otherwise  (a) any  definition of or reference to any  agreement,  instrument or
other  document  herein  shall be  construed  as  referring  to such  agreement,
instrument  or other  document  as from time to time  amended,  supplemented  or
otherwise modified (subject to any restrictions on such amendments,  supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed  to include such  Person's  successors  and assigns,  (c) the words
"herein",  "hereof"  and  "hereunder",  and words of  similar  import,  shall be
construed to refer to this  Agreement in its entirety and not to any  particular
provision hereof, (d) all references herein to Articles,  Sections, Exhibits and
Schedules  shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property"  shall
be  construed  to have the same  meaning  and effect and to refer to any and all
tangible and  intangible  assets and  properties,  including  cash,  securities,
accounts and contract rights.

SECTION 1.04.     Accounting Terms; GAAP.
           Except  as  otherwise  expressly  provided  herein,  all  terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect  from  time  to  time;  provided  that,  if  the  Borrower  notifies  the
Co-Administrative  Agents  that  the  Borrower  requests  an  amendment  to  any
provision  hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application  thereof on the operation of such provision
(or if the Agent  notifies the Borrower  that the  Required  Lenders  request an
amendment to any provision  hereof for such purpose),  regardless of whether any
such notice is given  before or after such change in GAAP or in the  application
thereof,  then such  provision  shall be  interpreted on the basis of GAAP as in
effect and applied  immediately  before such change shall have become  effective
until  such  notice  shall  have been  withdrawn  or such  provision  amended in
accordance herewith.

                                  ARTICLE II.

                                 The Credits

SECTION 2.01.     Commitments.
           Subject to the terms and conditions set forth herein,  each Revolving
Lender  agrees to make  advances  to the  Borrower  from time to time during the
Revolving  Availability  Period in an aggregate  principal  amount that will not
result in such Revolving  Lender's  Revolving  Exposure exceeding such Revolving

                                      -17-

Lender's  Revolving  Commitment.  Within the foregoing limits and subject to the
terms and  conditions  set forth  herein,  the Borrower  may borrow,  prepay and
reborrow under this Section 2.01.

SECTION 2.02.     Loans and Borrowings.

(a) Each  Revolving  Loan  shall be made as part of a  Borrowing  consisting  of
Revolving  Loans of the same  Type  made by the  Revolving  Lenders  ratably  in
accordance with their respective  Revolving  Commitments except as may otherwise
be required by Section  2.19.  The failure of any  Revolving  Lender to make any
Revolving  Loan required to be made by it shall not relieve any other  Revolving
Lender of its obligations hereunder;  provided that the Revolving Commitments of
the Revolving  Lenders are several and no Revolving  Lender shall be responsible
for any other Revolving Lender's failure to make Revolving Loans as required.

(b)  Subject  to Section  2.13,  each  Revolving  Borrowing  shall be  comprised
entirely  of ABR  Loans or  Eurodollar  Loans as the  Borrower  may  request  in
accordance  herewith;  provided that all  Borrowings  made on the Effective Date
must be made as ABR Borrowings. Each Revolving Lender at its option may make any
Eurodollar  Loan by causing any domestic or foreign  branch or Affiliate of such
Revolving  Lender to make such Loan;  provided  that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in accordance
with the terms of this Agreement.

(c) At the  commencement of each Interest  Period for any Eurodollar  Borrowing,
such Borrowing shall be in an aggregate  amount that is an integral  multiple of
$250,000  and not less than  $2,000,000.  At the time  that  each ABR  Revolving
Borrowing is made,  such  Borrowing  shall be in an aggregate  amount that is an
integral multiple of $100,000 and not less than $1,000,000; provided that an ABR
Revolving  Borrowing  may be in an aggregate  amount that is equal to the entire
unused balance of the total Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Each
Swingline Loan shall be in an amount that is an integral multiple of $25,000 and
not less  than  $50,000.  Borrowings  of more  than one  Type and  Class  may be
outstanding at the same time;  provided that there shall not at any time be more
than a total of 10 Eurodollar Borrowings outstanding.

(d)  Notwithstanding  any other provision of this Agreement,  the Borrower shall
not be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period  requested with respect thereto would end after the Maturity
Date.

SECTION 2.03.     Requests for Borrowings.
           To request a Revolving Borrowing, the Borrower shall notify the Agent
of such request by  telephone  (a) in the case of a  Eurodollar  Borrowing,  not
later than 11:00 a.m.,  Dallas,  Texas time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
10:00 a.m., Dallas, Texas time, on the day of the proposed Borrowing.  Each such
telephonic  Borrowing  Request  shall be  irrevocable  and  shall  be  confirmed
promptly  by hand  delivery  or  telecopy  to the Agent of a  written  Borrowing
Request in a form  approved by the Agent and signed by the  Borrower.  Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

     (i) the aggregate amount of such Borrowing;

                                      -18-

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (iv) in the  case of a  Eurodollar  Borrowing,  the  initial  Interest
     Period to be applicable  thereto,  which shall be a period  contemplated by
     the definition of the term "Interest Period"; and

          (v) the location and number of the  Borrower's  account to which funds
     are to be disbursed,  which shall comply with the  requirements  of Section
     2.06.

         If no  election  as to the Type of  Borrowing  is  specified,  then the
requested  Borrowing  shall  be an  ABR  Borrowing.  If no  Interest  Period  is
specified with respect to any requested Eurodollar Borrowing,  then the Borrower
shall be deemed to have  selected  an Interest  Period of one month's  duration.
Promptly  following  receipt  of a  Borrowing  Request in  accordance  with this
Section, the Agent shall advise each Revolving Lender of the details thereof and
of the  amount  of  such  Revolving  Lender's  Loan  to be  made  as part of the
requested Borrowing.

SECTION 2.04.     Swingline Loans.

(a) Subject to the terms and conditions set forth herein,  the Swingline  Lender
agrees to make  advances to the Borrower  from time to time during the Revolving
Availability  Period,  in an aggregate  principal amount at any time outstanding
that  will not  result in (i) the  aggregate  principal  amount  of  outstanding
Swingline  Loans  exceeding  $30,000,000 or (ii) the sum of the total  Revolving
Exposures exceeding the total Revolving Commitments; provided that the Swingline
Lender  shall  not be  required  to  make  a  Swingline  Loan  to  refinance  an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and  conditions set forth herein,  the Borrower may borrow,  prepay and reborrow
Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Swingline  Lender
of such request by telephone  (confirmed by telecopy) not later than 12:00 noon,
Dallas,  Texas time, on the day of a proposed  Swingline  Loan. Each such notice
shall be  irrevocable  and shall  specify the  requested  date (which shall be a
Business Day) and amount of the requested  Swingline Loan. The Swingline  Lender
shall make each Swingline Loan available to the Borrower by means of a credit to
the general deposit account of the Borrower with the Swingline Lender or by wire
transfer,  automated  clearing  house debit or interbank  transfer to such other
account,  accounts  or  Persons  as may be  designated  from time to time by the
Borrower (or, in the case of a Swingline Loan made to finance the  reimbursement
of an LC  Disbursement  as provided in Section  2.06(e),  by  remittance  to the
Issuing Bank) by 3:00 p.m.,  Dallas,  Texas time, on the requested  date of such
Swingline Loan.

(c) The Swingline Lender may by written notice given to the Agent not later than
12:00  noon,  Dallas,  Texas time,  on any  Business  Day require the  Revolving
Lenders to acquire  participations  on such  Business Day in all or a portion of
the Swingline Loans outstanding.  Such notice shall specify the aggregate amount
of Swingline Loans in which Revolving  Lenders will  participate.  Promptly upon
receipt of such  notice,  the Agent will give notice  thereof to each  Revolving
Lender,  specifying in such notice such Revolving Lender's Applicable Percentage

                                      -19-

of such Swingline Loan or Loans.  Each  Revolving  Lender hereby  absolutely and
unconditionally  agrees, upon receipt of notice as provided above, to pay to the
Agent,  for  the  account  of the  Swingline  Lender,  such  Revolving  Lender's
Applicable  Percentage of such  Swingline Loan or Loans.  Each Revolving  Lender
acknowledges  and  agrees  that its  obligation  to  acquire  participations  in
Swingline  Loans  pursuant to this paragraph is absolute and  unconditional  and
shall not be affected by any circumstance  whatsoever,  including the occurrence
and  continuance  of a Default or  reduction  or  termination  of the  Revolving
Commitments,  and that each  such  payment  shall be made  without  any  offset,
abatement,  withholding or reduction  whatsoever.  Each  Revolving  Lender shall
comply with its obligation  under this paragraph by wire transfer of immediately
available  funds, in the same manner as provided in Section 2.06 with respect to
Loans made by such  Revolving  Lender (and  Section  2.06 shall  apply,  mutatis
mutandis,  to the  payment  obligations  of the  Lenders),  and the Agent  shall
promptly  pay to the  Swingline  Lender the  amounts so  received by it from the
Revolving Lenders.  The Agent shall notify the Borrower of any participations in
any Swingline Loan acquired pursuant to this paragraph,  and thereafter payments
in  respect  of such  Swingline  Loan  shall be made to the Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Borrower
(or other party on behalf of the Borrower) in respect of a Swingline  Loan after
receipt by the  Swingline  Lender of the  proceeds  of a sale of  participations
therein shall be promptly  remitted to the Agent;  any such amounts  received by
the Agent shall be promptly  remitted by the Agent to the Revolving Lenders that
shall have made their  payments  pursuant to this paragraph and to the Swingline
Lender,  as their  interests  may appear.  The purchase of  participations  in a
Swingline Loan pursuant to this paragraph  shall not relieve the Borrower of any
default in the payment thereof.

SECTION 2.05.     Letters of Credit.

(a) General.  Subject to the terms and conditions set forth herein, the Borrower
may request the  issuance  of Letters of Credit for its own  account,  in a form
reasonably  acceptable  to the Issuing  Bank,  at any time and from time to time
during the  Revolving  Availability  Period.  In the event of any  inconsistency
between the terms and  conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement  submitted by the
Borrower to, or entered into by the Borrower  with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance,  Amendment,  Renewal, Extension;  Certain Conditions. To
request  the  issuance  of a Letter  of Credit  (or the  amendment,  renewal  or
extension of an outstanding  Letter of Credit),  the Borrower shall hand deliver
or telecopy (or transmit by electronic communication,  if arrangements for doing
so have been  approved  by the Issuing  Bank) to the Issuing  Bank and the Agent
(reasonably in advance of the requested date of issuance,  amendment, renewal or
extension)  a  notice  requesting  the  issuance  of  a  Letter  of  Credit,  or
identifying  the  Letter of Credit  to be  amended,  renewed  or  extended,  and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business  Day),  the date on which such  Letter of Credit is to expire  (which
shall comply with paragraph (c) of this  Section),  the amount of such Letter of
Credit,  the  name  and  address  of the  beneficiary  thereof  and  such  other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by the Issuing  Bank,  the Borrower also shall submit a
letter of credit  application on the Issuing Bank's  standard form in connection
with any  request  for a Letter of Credit.  A Letter of Credit  shall be issued,
amended, renewed or extended only if (and upon issuance,  amendment,  renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and

                                     -20-

warrant  that),  after giving  effect to such  issuance,  amendment,  renewal or
extension (i) the LC Exposure  shall not exceed  $40,000,000  and (ii) the total
Revolving Exposures shall not exceed the total Revolving Commitments.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close
of  business  on the  earlier  of (i) the date one  year  after  the date of the
issuance of such  Letter of Credit (or, in the case of any renewal or  extension
thereof,  one year after such renewal or extension) (provided that any Letter of
Credit with a one-year term may provide for the renewal  thereof for  additional
one-year  periods not to extend past the date in clause (ii) below) and (ii) the
date that is five Business Days prior to the Maturity Date.

(d) Participations.  By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit  increasing the amount  thereof) and without any further action
on the part of the Issuing  Bank or the  Revolving  Lenders,  the  Issuing  Bank
hereby  grants  to each  Revolving  Lender,  and each  Revolving  Lender  hereby
acquires from the Issuing Bank, a  participation  in such Letter of Credit equal
to  such  Revolving  Lender's  Applicable  Percentage  of the  aggregate  amount
available  to be drawn  under such  Letter of Credit.  In  consideration  and in
furtherance  of the  foregoing,  each  Revolving  Lender hereby  absolutely  and
unconditionally agrees to pay to the Agent, for the account of the Issuing Bank,
such Revolving  Lender's  Applicable  Percentage of each LC Disbursement made by
the Issuing Bank and not  reimbursed by the Borrower on the date due as provided
in paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the Borrower for any reason.  Each Revolving Lender acknowledges and
agrees that its obligation to acquire participations  pursuant to this paragraph
in respect of Letters of Credit is absolute and  unconditional  and shall not be
affected by any  circumstance  whatsoever,  including any amendment,  renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or  termination  of the Revolving  Commitments,  and that each such
payment shall be made without any offset,  abatement,  withholding  or reduction
whatsoever.

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect
of a Letter of Credit,  the Borrower  shall  reimburse such LC  Disbursement  by
paying to the Agent an amount equal to such LC Disbursement not later than 12:00
noon, Dallas,  Texas time, on the date that such LC Disbursement is made, if the
Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.,
Dallas,  Texas time,  on such date,  or, if such notice has not been received by
the  Borrower  prior to such time on such date,  then not later than 12:00 noon,
Dallas,  Texas time,  on (i) the Business Day that the  Borrower  receives  such
notice, if such notice is received prior to 10:00 a.m.,  Dallas,  Texas time, on
the day of receipt, or (ii) the Business Day immediately  following the day that
the Borrower  receives such notice, if such notice is not received prior to such
time on the day of  receipt;  provided  that the  Borrower  may,  subject to the
conditions  to borrowing set forth  herein,  request in accordance  with Section
2.03 or 2.04 that such  payment be financed  with an ABR  Borrowing or Swingline
Loan in an  equivalent  amount and, to the extent so  financed,  the  Borrower's
obligation  to make  such  payment  shall  be  discharged  and  replaced  by the
resulting  ABR Borrowing or Swingline  Loan. If the Borrower  fails to make such
payment when due, the Agent shall notify each Revolving Lender of the applicable
LC  Disbursement,  the payment then due from the Borrower in respect thereof and
such  Revolving  Lender's  Applicable  Percentage  thereof.  Promptly  following
receipt  of such  notice,  each  Revolving  Lender  shall  pay to the  Agent its
Applicable  Percentage  of the payment then due from the  Borrower,  in the same
manner as provided in Section 2.06 with respect to Loans made by such  Revolving
Lender  (and  Section  2.06  shall  apply,  mutatis  mutandis,  to  the  payment

                                      -21-

obligations of the Revolving  Lenders),  and the Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly
following receipt by the Agent of any payment from the Borrower pursuant to this
paragraph,  the Agent shall  distribute  such payment to the Issuing Bank or, to
the extent that Revolving  Lenders have made payments pursuant to this paragraph
to reimburse the Issuing Bank,  then to such  Revolving  Lenders and the Issuing
Bank as their  interests  may  appear.  Any payment  made by a Revolving  Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other  than  the  funding  of  ABR  Revolving  Loans  or a  Swingline  Loan  as
contemplated  above)  shall not  constitute  a Loan and shall  not  relieve  the
Borrower of its obligation to reimburse such LC Disbursement.

(f)   Obligations   Absolute.   The   Borrower's   obligation  to  reimburse  LC
Disbursements  as provided in paragraph  (e) of this Section  shall be absolute,
unconditional  and  irrevocable,  and shall be performed  strictly in accordance
with the terms of this Agreement under any and all circumstances  whatsoever and
irrespective  of (i) any lack of  validity  or  enforceability  of any Letter of
Credit or this Agreement,  or any term or provision  therein,  (ii) any draft or
other  document  presented  under a  Letter  of  Credit  proving  to be  forged,
fraudulent  or invalid in any respect or any  statement  therein being untrue or
inaccurate  in any respect,  (iii) payment by the Issuing Bank under a Letter of
Credit  against  presentation  of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever,  whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. None of
the  Co-Administrative  Agents,  the Lenders,  the Issuing Bank, or any of their
Related Parties,  shall have any liability or  responsibility by reason of or in
connection  with the issuance or transfer of any Letter of Credit or any payment
or  failure  to  make  any  payment  thereunder  (irrespective  of  any  of  the
circumstances  referred to in the preceding sentence),  or any error,  omission,
interruption,  loss or delay in transmission or delivery of any draft, notice or
other  communication  under or relating to any Letter of Credit  (including  any
document required to make a drawing thereunder),  any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank. The foregoing provisions of this clause (f) shall not be construed
to excuse the Issuing  Bank from  liability to the Borrower to the extent of any
direct damages (as opposed to consequential damages,  claims in respect of which
are hereby  waived by the Borrower to the extent  permitted by  applicable  law)
suffered  by the  Borrower  that are  caused by the  Issuing  Bank's  failure to
exercise care when  determining  whether  drafts and other  documents  presented
under a Letter of Credit  comply  with the terms  thereof.  The  parties  hereto
expressly agree that, in the absence of gross  negligence or willful  misconduct
on the part of the Issuing Bank (as finally  determined  by a court of competent
jurisdiction),  the Issuing Bank shall be deemed to have  exercised care in each
such  determination.  In furtherance  of the foregoing and without  limiting the
generality thereof,  the parties agree that, with respect to documents presented
which appear on their face to be in substantial  compliance  with the terms of a
Letter of Credit,  the Issuing Bank may, in its sole  discretion,  either accept
and  make  payment  upon  such  documents  without  responsibility  for  further
investigation,  regardless  of any notice or  information  to the  contrary,  or
refuse to accept and make payment upon such  documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

(g)  Disbursement  Procedures.  The Issuing Bank shall,  promptly  following its
receipt  thereof,  examine all  documents  purporting  to represent a demand for
payment  under a Letter of Credit.  The Issuing Bank shall  promptly  notify the
Agent and the Borrower by telephone  (confirmed  by telecopy) of such demand for

                                      -22-

payment and whether  the Issuing  Bank has made or will make an LC  Disbursement
thereunder;  provided  that any  failure to give or delay in giving  such notice
shall not relieve the Borrower of its  obligation  to reimburse the Issuing Bank
and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement,  then,
unless the Borrower  shall  reimburse such LC  Disbursement  in full on the date
such LC Disbursement is made, the unpaid amount thereof shall bear interest, for
each  day from  and  including  the  date  such LC  Disbursement  is made to but
excluding the date that the Borrower  reimburses  such LC  Disbursement,  at the
rate per annum then  applicable  to ABR Loans;  provided  that,  if the Borrower
fails to reimburse  such LC  Disbursement  when due pursuant to paragraph (e) of
this Section,  then Section 2.12(d) shall apply.  Interest  accrued  pursuant to
this  paragraph  shall be for the  account  of the  Issuing  Bank,  except  that
interest  accrued  on and  after the date of  payment  by any  Revolving  Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Revolving Lender to the extent of such payment.

(i)  Replacement  of the Issuing  Bank.  The Issuing Bank may be replaced at any
time by written  agreement among the Borrower,  the Agent,  the replaced Issuing
Bank and the successor  Issuing Bank.  The Agent shall notify the Lenders of any
such  replacement  of the Issuing Bank. At the time any such  replacement  shall
become effective, the Borrower shall pay all unpaid fees accrued for the account
of the replaced  Issuing Bank  pursuant to Section  2.11(b).  From and after the
effective  date of any such  replacement,  (i) the successor  Issuing Bank shall
have all the rights and  obligations  of the Issuing  Bank under this  Agreement
with respect to Letters of Credit to be issued  thereafter  and (ii)  references
herein to the term "Issuing  Bank" shall be deemed to refer to such successor or
to any previous  Issuing  Bank, or to such  successor  and all previous  Issuing
Banks,  as the context shall require.  After the  replacement of an Issuing Bank
hereunder,  the  replaced  Issuing  Bank shall  remain a party  hereto and shall
continue to have all the rights and  obligations  of an Issuing  Bank under this
Agreement  with  respect  to  Letters  of  Credit  issued  by it  prior  to such
replacement, but shall not be required to issue additional Letters of Credit.

(j)  Cash  Collateralization.  If  any  Event  of  Default  shall  occur  and be
continuing, on the Business Day that the Borrower receives notice from the Agent
or the Required  Lenders  demanding the deposit of cash  collateral  pursuant to
this paragraph,  the Borrower shall deposit in an account with the Agent, in the
name of the Agent and for the benefit of the Lenders, an amount in cash equal to
the LC Exposure as of such date plus any  accrued and unpaid  interest  thereon;
provided  that the  obligation  to deposit  such cash  collateral  shall  become
effective  immediately,  and  such  deposit  shall  become  immediately  due and
payable,  without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower  described in clause (h) or (i) of
Article VIII. Each such deposit shall be held by the Agent as collateral for the
payment and performance of the obligations of the Borrower under this Agreement.
The Agent shall have  exclusive  dominion and control,  including  the exclusive
right of withdrawal,  over such account.  Other than any interest  earned on the
investment of such deposits,  which  investments shall be made at the option and
sole  discretion  of the  Agent and at the  Borrower's  risk and  expense,  such
deposits  shall  not  bear  interest.  Interest  or  profits,  if  any,  on such
investments  shall  accumulate in such account.  Moneys in such account shall be
applied by the Agent to  reimburse  the Issuing  Bank for LC  Disbursements  for
which it has not been  reimbursed  and, to the extent not so  applied,  shall be
held for the satisfaction of the  reimbursement  obligations of the Borrower for

                                      -23-

the LC  Exposure  at such  time  or,  if the  maturity  of the  Loans  has  been
accelerated  (but  subject to the  consent of  Required  Lenders)  be applied to
satisfy other obligations of the Borrower under this Agreement.  If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence  of an Event of  Default,  such  amount (to the extent not applied as
aforesaid)  shall be returned to the Borrower  within three  Business Days after
all Events of Default have been cured or waived.

SECTION 2.06.     Funding of Borrowings.

(a) Each Revolving Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately  available  funds by 12:00
noon, Dallas,  Texas time, to the account of the Agent most recently  designated
by it for such  purpose  by  notice  to the  Revolving  Lenders;  provided  that
Swingline  Loans shall be made as provided in Section 2.04.  The Agent will make
such Loans  available  to the  Borrower  by  promptly  crediting  the amounts so
received, in like funds, to an account of the Borrower maintained with the Agent
or by wire transfer,  automated  clearing  house debit or interbank  transfer to
such other  account,  accounts  or Persons  designated  by the  Borrower  in the
applicable Borrowing Request;  provided that ABR Revolving Loans made to finance
the  reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Agent to the Issuing Bank.

(b)  Unless the Agent  shall have  received  notice  from a Lender  prior to the
proposed date of any Borrowing  that such Lender will not make  available to the
Agent such  Lender's  share of such  Borrowing,  the Agent may assume  that such
Lender has made such share  available on such date in accordance  with paragraph
(a) of this Section and may, in reliance upon such assumption, make available to
the Borrower a corresponding  amount. In such event, if a Lender has not in fact
made its share of the  applicable  Borrowing  available  to the Agent,  then the
applicable Lender and the Borrower severally agree to pay to the Agent forthwith
on demand such corresponding amount with interest thereon, for each day from and
including  the  date  such  amount  is made  available  to the  Borrower  to but
excluding  the date of payment to the Agent,  at (i) in the case of such Lender,
the greater of the Federal  Funds  Effective  Rate and a rate  determined by the
Agent in accordance  with banking  industry rules on interbank  compensation  or
(ii) in the case of the Borrower,  the interest rate applicable to ABR Loans. If
such  Lender pays such amount to the Agent,  then such amount  shall  constitute
such Lender's Loan included in such Borrowing.

SECTION 2.07.     Interest Elections.

(a) Each  Revolving  Borrowing  initially  shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar  Borrowing,  shall
have  an  initial  Interest  Period  as  specified  in such  Borrowing  Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such  Borrowing and, in the case of a Eurodollar  Borrowing,  may
elect Interest Periods therefor,  all as provided in this Section.  The Borrower
may elect different  options with respect to different  portions of the affected
Borrowing,  in which case each such portion shall be allocated ratably among the
Lenders holding the Loans  comprising such Borrowing,  and the Loans  comprising
each such portion shall be considered a separate  Borrowing.  This Section shall
not apply to Swingline Borrowings, which may not be converted or continued.

                                      -24-

(b) To make an election pursuant to this Section,  the Borrower shall notify the
Agent of such  election by telephone by the time that a Borrowing  Request would
be required  under  Section  2.03 if the  Borrower  were  requesting a Revolving
Borrowing of the Type  resulting  from such election to be made on the effective
date of such election.  Each such telephonic  Interest Election Request shall be
irrevocable and shall be confirmed  promptly by hand delivery or telecopy to the
Agent of a written Interest Election Request in a form approved by the Agent and
signed by the Borrower.

(c) Each  telephonic  and written  Interest  Election  Request shall specify the
following  information in compliance with Section 2.02 and paragraph (f) of this
Section:

(i)      the Borrowing to which such Interest  Election  Request applies and, if
         different options are being elected with respect to different  portions
         thereof,  the  portions  thereof  to be  allocated  to  each  resulting
         Borrowing (in which case the  information  to be specified  pursuant to
         clauses  (iii) and (iv) below  shall be  specified  for each  resulting
         Borrowing);

(ii)     the  effective  date of the  election  made  pursuant to such  Interest
         Election Request, which shall be a Business Day;

(iii)    whether the  resulting  Borrowing is to be an ABR  Borrowing or a
         Eurodollar Borrowing; and

(iv)     if the  resulting  Borrowing  is a Eurodollar  Borrowing,  the Interest
         Period to be applicable  thereto after giving effect to such  election,
         which  shall be a period  contemplated  by the  definition  of the term
         "Interest Period".

         If any such Interest  Election Request requests a Eurodollar  Borrowing
but does not specify an Interest  Period,  then the Borrower  shall be deemed to
have selected an Interest Period of one month's duration.

(d) Promptly following receipt of an Interest Election Request,  the Agent shall
advise each Lender of the details  thereof and of such Lender's  portion of each
resulting Borrowing.

(e) If the Borrower  fails to deliver a timely  Interest  Election  Request with
respect  to a  Eurodollar  Borrowing  prior  to the end of the  Interest  Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such  Interest  Period such  Borrowing  shall be  converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred  and is  continuing  and the Agent,  at the request of the Required
Lenders,  so  notifies  the  Borrower,  then,  so long as an Event of Default is
continuing  (i) no  outstanding  Borrowing may be converted to or continued as a
Eurodollar  Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted  to an ABR  Borrowing  at the end of the  Interest  Period  applicable
thereto.

(f) A Revolving  Borrowing  may not be converted to or continued as a Eurodollar
Borrowing if after giving  effect  thereto the Interest  Period  therefor  would
commence  before  and end  after a date on which any  principal  of the Loans is
scheduled to be repaid.

                                      -25-

SECTION 2.08.     Termination and Reduction of Revolving Commitments; Extension
of Maturity Date.

(a) Unless previously  terminated,  the Revolving Commitments shall terminate on
the Maturity Date.

(b) By written  notice  sent to the  Co-Administrative  Agents  (which the Agent
shall  promptly  distribute to the  Lenders),  the Borrower may request that the
then effective Maturity Date (the "Current Maturity Date") be extended to a date
one year  from the then  Current  Maturity  Date (an  "Extension  Request").  An
Extension  Request may be  delivered  by the  Borrower to the  Co-Administrative
Agents at any time prior to the date which is 90 days prior to the then  Current
Maturity Date when no Default exists. Within 45 days of the receipt by the Agent
of an Extension  Request,  each Lender shall  provide the Agent and the Borrower
with a written consent to, or a rejection of, the Borrower's  Extension Request.
The decision  whether to accept or reject an Extension  Request shall be made by
each  Lender in its sole  discretion  based on such  information  as it may deem
necessary  and no Lender shall have any  obligation to agree to any extension of
the then  Current  Maturity  Date.  The  failure  of a Lender to  respond to any
Extension  Request within such 45-day period shall be deemed a rejection of such
request.  If all the Lenders consent to an Extension Request,  the Maturity Date
shall be the date one year from the then Current Maturity Date as specified in a
notice from the Agent. If Lenders holding 25% or less of the Revolving Exposures
and unused  Revolving  Commitments  reject an Extension  Request (the "Rejecting
Lenders"),  then the  Borrower  may take one of the  following  actions:  (i) by
written notice to each Rejecting  Lender and the Agent,  delivered  prior to the
then Current Maturity Date, terminate the Revolving Commitment of each Rejecting
Lender  if  simultaneously  with  such  termination  the  Borrower  pays to each
Rejecting  Lender all  amounts  owed by the  Borrower to such  Rejecting  Lender
hereunder  or (ii) cause each  Rejecting  Lender to assign its  interest  in the
Agreement to a new Lender who will consent to the  Extension  Request  under the
terms of Section  2.18(b) on or before the then Current  Maturity  Date.  If the
Borrower  consummates  either of the  foregoing  actions  on or before  the then
Current  Maturity  Date,  then the Maturity Date shall be the date one year from
the then Current Maturity Date as specified in a notice from the Agent.

(c) The Borrower  may at any time  terminate,  or from time to time reduce,  the
Revolving  Commitments;  provided  that  (i)  each  reduction  of the  Revolving
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than  $10,000,000  and (ii) the Borrower  shall not terminate or reduce
the Revolving  Commitments if, after giving effect to any concurrent  prepayment
of the Loans in accordance with Section 2.10, the sum of the Revolving Exposures
would exceed the total Revolving Commitments.

(d) The  Borrower  shall notify the Agent of any election to terminate or reduce
the  Revolving  Commitments  under  paragraph (b) of this Section at least three
Business  Days prior to the  effective  date of such  termination  or reduction,
specifying  such election and the effective  date  thereof.  Promptly  following
receipt  of any  notice,  the Agent  shall  advise the  Lenders of the  contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable;  provided that a notice of termination of the Revolving Commitments
delivered  by the Borrower  may state that such notice is  conditioned  upon the
effectiveness  of other  credit  facilities,  in which  case such  notice may be
revoked by the  Borrower  (by  notice to the Agent on or prior to the  specified
effective date) if such condition is not satisfied. Any termination or reduction
of the Revolving Commitments shall be permanent. Each reduction of the Revolving

                                      -26-

Commitments  shall be made ratably  among the Lenders in  accordance  with their
respective Revolving Commitments.

SECTION 2.09.     Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay (i) to the Agent for the
account of each Lender the then unpaid  principal  amount of each Revolving Loan
of such Lender on the Maturity Date,  and (ii) to the Swingline  Lender the then
unpaid  principal  amount of each  Swingline Loan on the earlier of the Maturity
Date and the first date after  such  Swingline  Loan is made that is the 15th or
last day of a  calendar  month  and is at least two  Business  Days  after  such
Swingline Loan is made; provided that on each date that a Revolving Borrowing is
made, the Borrower shall repay all Swingline Loans then outstanding.

(b) Each Lender shall maintain in accordance  with its usual practice an account
or accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such  Lender,  including  the  amounts of  principal  and
interest payable and paid to such Lender from time to time hereunder.

(c) The Agent shall maintain accounts in which it shall record (i) the amount of
each Loan made  hereunder,  the Class and Type thereof and the  Interest  Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable  from the  Borrower to each  Lender  hereunder  and
(iii) the amount of any sum received by the Agent  hereunder  for the account of
the Lenders and each Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c)
of this Section  shall be prima facie  evidence of the  existence and amounts of
the obligations recorded therein; provided that the failure of any Lender or the
Agent to maintain  such  accounts or any error  therein  shall not in any manner
affect the obligation of the Borrower to repay the Loans in accordance  with the
terms of this Agreement.

(e) Any Lender may request  that Loans of any Class made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare,  execute and deliver
to such  Lender a  promissory  note  payable to the order of such Lender (or, if
requested by such Lender,  to such Lender and its  registered  assigns) and in a
form approved by the Agent.  Thereafter,  the Loans evidenced by such promissory
note  and  interest  thereon  shall at all  times  (including  after  assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such
form  payable to the order of the payee named  therein  (or, if such  promissory
note is a registered note, to such payee and its registered assigns).

SECTION 2.10.     Prepayment of Loans.

(a) The  Borrower  shall  have the  right  at any time and from  time to time to
prepay any Borrowing in whole or in part without  premium or penalty  except for
amounts paid in accordance  with Section 2.15,  subject to the  requirements  of
this Section.

(b) In the event and on such occasion  that the sum of the  Revolving  Exposures
exceeds the total  Revolving  Commitments,  the Borrower shall prepay  Revolving
Borrowings or Swingline  Borrowings (or, if no such Borrowings are  outstanding,
deposit  cash  collateral  in an  account  with the Agent  pursuant  to  Section
2.05(j)) in an aggregate amount equal to such excess.

                                      -27-

(c) Prior to any optional or mandatory prepayment of Borrowings  hereunder,  the
Borrower  shall  select the  Borrowing  or  Borrowings  to be prepaid  and shall
specify such  selection in the notice of such  prepayment  pursuant to paragraph
(d) of this Section.

(d) The Borrower  shall notify the Agent (and,  in the case of  prepayment  of a
Swingline  Loan, the Swingline  Lender) by telephone  (confirmed by telecopy) of
any  prepayment  hereunder  (i)  in  the  case  of  prepayment  of a  Eurodollar
Borrowing,  not later than 11:00 a.m.,  Dallas,  Texas time, three Business Days
before  the  date of  prepayment,  (ii)  in the  case  of  prepayment  of an ABR
Borrowing,  not later  than  11:00  a.m.,  Dallas,  Texas  time,  on the date of
prepayment  or (iii) in the case of prepayment  of a Swingline  Loan,  not later
than 12:00 noon, Dallas, Texas time, on the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date, the principal amount
of each  Borrowing  or  portion  thereof  to be  prepaid  and,  in the case of a
mandatory  prepayment,  a reasonably detailed  calculation of the amount of such
prepayment;  provided  that,  if a notice  of  optional  prepayment  is given in
connection with a conditional notice of termination of the Revolving Commitments
as  contemplated  by Section 2.08, then such notice of prepayment may be revoked
if such  notice of  termination  is revoked in  accordance  with  Section  2.08.
Promptly  following  receipt of any such notice  (other  than a notice  relating
solely to Swingline  Loans),  the Agent shall advise the Lenders of the contents
thereof.  Each partial  prepayment of any  Borrowing  shall be in an amount that
would be  permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02, except as necessary to apply fully the required amount
of a mandatory  prepayment.  Each  prepayment  of a  Borrowing  shall be applied
ratably to the Loans  included in the prepaid  Borrowing.  Prepayments  shall be
accompanied by accrued interest to the extent required by Section 2.12.

SECTION 2.11.     Fees.

(a) The  Borrower  agrees to pay to the Agent for the  account of each  Lender a
commitment  fee, which shall accrue at the Applicable  Rate on the average daily
unused amount of the Revolving  Commitment of such Lender during the period from
and  including  the  Effective  Date to but  excluding  the date on  which  such
Revolving  Commitment  terminates.  Accrued  commitment fees shall be payable in
arrears on the last day of March, June,  September and December of each year and
on the date on which the  Revolving  Commitments  terminate,  commencing  on the
first such date to occur after the date  hereof.  All  commitment  fees shall be
computed  on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). For
purposes of computing  commitment  fees,  the  Revolving  Commitment of a Lender
shall be deemed to be used to the extent of the outstanding  Revolving Loans and
LC Exposure of such Lender (and the  Swingline  Exposure of such Lender shall be
disregarded for such purpose).

(b) The Borrower agrees to pay (i) to the Agent for the account of each Lender a
participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate as interest on Eurodollar Borrowings on
the average  daily amount of such  Lender's LC Exposure  (excluding  any portion
thereof  attributable to unreimbursed LC  Disbursements)  during the period from
and including the Effective Date to but excluding the later of the date on which
such Lender's Revolving Commitment  terminates and the date on which such Lender

                                      -28-

ceases  to have any LC  Exposure,  and  (ii) to the  Issuing  Bank,  for its own
account,  a fronting  fee,  which shall accrue at the rate of 1/8 % per annum on
the average  daily  amount of the LC  Exposure  (excluding  any portion  thereof
attributable  to  unreimbursed  LC  Disbursements)  during the  period  from and
including  the  Effective  Date  to but  excluding  the  later  of the  date  of
termination of the Revolving  Commitments  and the date on which there ceases to
be any LC Exposure,  as well as the Issuing Bank's standard fees with respect to
the  issuance,  amendment,  renewal  or  extension  of any  Letter  of Credit or
processing of drawings thereunder.  Participation fees and fronting fees accrued
through and  including  the last day of March,  June,  September and December of
each year shall be payable on the third  Business Day  following  such last day,
commencing  on the first such date to occur after the Effective  Date;  provided
that all  such  fees  shall  be  payable  on the  date on  which  the  Revolving
Commitments  terminate  and any such fees  accruing  after the date on which the
Revolving  Commitments  terminate  shall be payable  on  demand.  Any other fees
payable to the Issuing Bank pursuant to this  paragraph  shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

(c) All fees payable  hereunder  shall be paid on the dates due, in  immediately
available  funds,  to the Agent  (or to the  Issuing  Bank,  in the case of fees
payable  to  it)  for   distribution,   in  the  case  of  commitment  fees  and
participation  fees,  to the  Lenders  entitled  thereto.  Except in the case of
errors in payment  which have been  confirmed  by Agent,  fees paid shall not be
refundable under any circumstances.

SECTION 2.12.     Interest.

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

(b) The Loans  comprising each  Eurodollar  Borrowing shall bear interest at the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.

(c) The Swingline  Loans shall bear interest at the Federal Funds Effective Rate
in effect from day to day plus 1.75%.

(d) Notwithstanding  the foregoing,  if any principal of or interest on any Loan
or any fee or other amount  payable by the  Borrower  hereunder is not paid when
due, whether at stated maturity,  upon  acceleration or otherwise,  such overdue
amount  shall bear  interest,  after as well as before  judgment,  at a rate per
annum  equal to (i) in the case of overdue  principal  of any Loan,  2% plus the
rate otherwise  applicable to such Loan as provided in the preceding  paragraphs
of this  Section  or (ii) in the  case of any  other  amount,  2% plus  the rate
applicable to ABR Borrowings as provided in paragraph (a) of this Section.

(e) Accrued  interest on each Loan shall be payable in arrears on each  Interest
Payment Date for such Loan and upon  termination  of the Revolving  Commitments;
provided  that (i) interest  accrued  pursuant to paragraph  (d) of this Section
shall be payable on demand,  (ii) in the event of any repayment or prepayment of
any  Loan  (other  than a  prepayment  of an ABR  Loan  prior  to the end of the
Revolving Availability Period),  accrued interest on the principal amount repaid
or prepaid  shall be payable on the date of such  repayment  or  prepayment  and

                                      -29-

(iii) in the event of any conversion of any Eurodollar  Loan prior to the end of
the current  Interest Period  therefor,  accrued  interest on such Loan shall be
payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days,
except that interest  computed by reference to the Alternate  Base Rate at times
when the Alternate Base Rate is based on the Prime Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), and in each case shall
be payable for the actual  number of days elapsed  (including  the first day but
excluding the last day).  The  applicable  Alternate  Base Rate or Adjusted LIBO
Rate  shall  be  determined  by the  Agent,  and  such  determination  shall  be
conclusive  absent  manifest  error.  The Agent  shall,  at the  request  of the
Borrower, deliver to the Borrower a statement showing the quotations used by the
Agent in determining any interest rates pursuant to this Section 2.12.

SECTION 2.13.     Alternate Rate of Interest.
  If  prior  to  the  commencement  of  any  Interest  Period  for a  Eurodollar
Borrowing:

(a) the  Agent  determines  (which  determination  shall  be  conclusive  absent
manifest error) that through no fault of the Agent adequate and reasonable means
do not exist for  ascertaining  the Adjusted LIBO Rate for such Interest Period;
or

(b) the Agent is advised by the Required Lenders that the Adjusted LIBO Rate for
such  Interest  Period will not  adequately  and fairly  reflect the cost to the
Lenders  (as  certified  by  such  Required  Lenders  in a  written  certificate
delivered  to Agent and  Borrower  setting  forth in detail the reasons for such
Required  Lenders'  position) of making or  maintaining  their Loans included in
such Borrowing for such Interest Period;

then the Agent  shall give  notice  thereof to the  Borrower  and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer  exist,  (i) any Interest  Election  Request that  requests the
conversion  of any  Borrowing  to,  or  continuation  of  any  Borrowing  as,  a
Eurodollar  Borrowing  shall be  ineffective  and (ii) if any Borrowing  Request
requests  a  Eurodollar  Borrowing,  such  Borrowing  shall  be  made  as an ABR
Borrowing.

SECTION 2.14.     Increased Costs.

(a)               If any Change in Law shall:

(i)      impose,  modify or deem  applicable  any  reserve,  special  deposit or
         similar requirement against assets of, deposits with or for the account
         of,  or  credit  extended  by,  any  Lender  (except  any such  reserve
         requirement  reflected in the Adjusted  LIBO Rate) or the Issuing Bank;
         or

(ii)     impose on any Lender or the Issuing Bank or the London interbank market
         any other condition  affecting this Agreement or Eurodollar  Loans made
         by such Lender or any Letter of Credit or participation therein;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or  maintaining  any  Eurodollar  Loan (or of  maintaining  its
obligation  to make any such Loan) or to increase the cost to such Lender or the

                                      -30-

Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum  received  or  receivable  by such Lender or the
Issuing Bank hereunder (whether of principal,  interest or otherwise),  then the
Borrower  will pay to such Lender or the Issuing  Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

(b) If any  Lender  or the  Issuing  Bank  determines  that  any  Change  in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such  Lender's or the Issuing  Bank's  capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's  holding  company  could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's  holding  company with respect to capital
adequacy),  then from time to time the  Borrower  will pay to such Lender or the
Issuing  Bank,  as the case may be,  such  additional  amount or amounts as will
compensate  such  Lender or the  Issuing  Bank or such  Lender's  or the Issuing
Bank's holding company for any such reduction suffered.

(c) A  certificate  of a Lender or the Issuing Bank setting forth (i) the amount
or amounts  (including a description of the method of calculating such amount or
amounts), necessary to compensate such Lender or the Issuing Bank or its holding
company,  as the case  may be,  as  specified  in  paragraph  (a) or (b) of this
Section and (ii) the applicable  Change in Law and other facts that give rise to
such  amount  or  amounts  shall  be  delivered  to the  Borrower  and  shall be
conclusive  absent  manifest  error.  The Borrower  shall pay such Lender or the
Issuing  Bank,  as the  case  may  be,  the  amount  shown  as  due on any  such
certificate within 10 days after receipt thereof.

(d)  Failure  or delay on the part of any Lender or the  Issuing  Bank to demand
compensation  pursuant to this  Section  shall not  constitute  a waiver of such
Lender's or the Issuing Bank's right to demand such compensation;  provided that
the  Borrower  shall not be required to  compensate a Lender or the Issuing Bank
pursuant to this Section for any  increased  costs or  reductions  incurred more
than 180 days prior to the date that such  Lender or the  Issuing  Bank,  as the
case may be,  notifies  the  Borrower  of the Change in Law giving  rise to such
increased  costs  or  reductions  and of such  Lender's  or the  Issuing  Bank's
intention to claim compensation  therefor;  provided further that, if the Change
in Law giving rise to such increased  costs or reductions is  retroactive,  then
the 180-day period  referred to above shall be extended to include the period of
retroactive effect thereof.

SECTION 2.15.     Break Funding Payments.
  In the event of (a) the payment of any principal of any Eurodollar  Loan other
than on the last day of an Interest Period  applicable  thereto  (including as a
result of an Event of Default or as a result of the operation of Section  2.18),
(b) the  conversion  of any  Eurodollar  Loan  other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any  Revolving  Loan on the date  specified  in any  notice  delivered
pursuant hereto  (regardless of whether such notice may be revoked under Section
2.10(d) and is revoked in accordance  therewith),  or (d) the  assignment of any
Eurodollar  Loan other than on the last day of the  Interest  Period  applicable
thereto as a result of a request by the  Borrower  pursuant  to Section  2.08 or
Section 2.18, then, in any such event, the Borrower shall compensate each Lender

                                      -31-

for the loss,  cost and expense  attributable  to such  event.  In the case of a
Eurodollar  Loan,  such loss,  cost or expense to any Lender  shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such  event not  occurred,  at the  Adjusted  LIBO Rate that would have been
applicable to such Loan,  for the period from the date of such event to the last
day of the then current  Interest  Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan),  over (ii) the amount of interest  which would  accrue on
such  principal  amount for such period at the  interest  rate which such Lender
would  bid  were it to bid,  at the  commencement  of such  period,  for  dollar
deposits of a  comparable  amount and period from other banks in the  eurodollar
market.  A  certificate  of any Lender  setting forth any amount or amounts that
such Lender is entitled to receive  pursuant to this Section  shall be delivered
to the  Borrower,  shall set forth the  method  of  calculating  such  amount or
amounts and shall be conclusive  absent manifest  error.  The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

SECTION 2.16.     Taxes.

(a) Any and all  payments  by or on account of any  obligation  of the  Borrower
hereunder or under any other Loan  Document  shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any  Indemnified  Taxes or Other Taxes from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional  sums payable under this Section) each recipient of each such payment
receives  an  amount  equal  to the  sum it  would  have  received  had no  such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower  shall  pay the  full  amount  deducted  to the  relevant  Governmental
Authority in accordance with applicable law.

(b) In  addition,  the  Borrower  shall  pay any  Other  Taxes  to the  relevant
Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Agent,  each Lender,  the Issuing Bank, and
any other party hereto within 10 days after  written  demand  therefor,  for the
full  amount of any  Indemnified  Taxes or Other  Taxes paid by the Agent,  such
Lender,  the Issuing Bank or other party hereto,  as the case may be, on or with
respect  to any  payment  by or on account  of any  obligation  of the  Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes  imposed or  asserted on or  attributable  to amounts  payable  under this
Section) and any penalties,  interest and reasonable  expenses arising therefrom
or with respect thereto,  whether or not such  Indemnified  Taxes or Other Taxes
were  correctly  or legally  imposed or  asserted by the  relevant  Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to the  Borrower  by a Lender or the  Issuing  Bank,  or by the Agent on its own
behalf  or on  behalf  of a Lender  or the  Issuing  Bank,  shall  set  forth in
reasonable  detail the origin  and amount of the  payments  to be due under this
Section 2.16 (c) and such certificate shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes
by the Borrower to a Governmental  Authority,  the Borrower shall deliver to the
Agent the original or a certified copy of a receipt issued by such  Governmental

                                      -32-

Authority  evidencing such payment,  a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Agent.

(e) If a  Lender,  the  Issuing  Bank or Agent  shall  become  aware  that it is
entitled to claim a refund from a Governmental Authority specifically in respect
of  Indemnified  Taxes or Other Taxes as to which it has been  indemnified  by a
Borrower,  or with  respect to which a  Borrower  has paid  additional  amounts,
pursuant  to this  Section  2.16,  it  shall  promptly  notify  Borrower  of the
availability  of such refund claim and shall,  within 30 days after receipt of a
request by Borrower, make a claim to such Governmental Authority for such refund
at Borrower's  expense.  If a Lender,  the Issuing Bank or any Agent  receives a
refund (including  pursuant to a claim for refund made pursuant to the preceding
sentence)  specifically in respect of any Indemnified Taxes or Other Taxes as to
which it has been  indemnified by Borrower or with respect to which Borrower had
paid additional  amounts  pursuant to this Section 2.16, it shall within 30 days
from the date of such receipt pay over such refund to Borrower  (but only to the
extent of indemnity payments made, or additional amounts paid, by Borrower under
this Section 2.16 with  respect to the  Indemnified  Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket  expenses of such Lender, Issuing
Bank or Agent and without  interest  (other than  interest  paid by the relevant
Governmental  Authority with respect to such refund);  provided,  however,  that
Borrower,  upon the request of such  Lender,  Issuing  Bank or Agent,  agrees to
repay the  amount  paid over to  Borrower  (plus  penalties,  interest  or other
charges) to such Lender, Issuing Bank or Agent in the event such Lender, Issuing
Bank or Agent is required to repay such refund to such Governmental Authority.

(f) Any Foreign  Lender that is entitled to an  exemption  from or  reduction of
withholding  tax under the law of the  jurisdiction  in which  the  Borrower  is
located,  or any treaty to which such  jurisdiction is a party,  with respect to
payments under this Agreement  shall deliver to the Borrower (with a copy to the
Agent),  at the  time or times  prescribed  by  applicable  law,  such  properly
completed and executed documentation  prescribed by applicable law or reasonably
requested  by the  Borrower  as will permit  such  payments  to be made  without
withholding or at a reduced rate.

SECTION 2.17.     Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment  required to be made by it hereunder or
under  any  other  Loan  Document  (whether  of  principal,  interest,  fees  or
reimbursement  of LC  Disbursements,  or of amounts  payable under Section 2.14,
2.15 or 2.16, or otherwise)  prior to the time expressly  required  hereunder or
under  such  other  Loan  Document  for such  payment  (or,  if no such  time is
expressly required,  prior to 12:00 noon, Dallas,  Texas time), on the date when
due, in  immediately  available  funds,  without  set-off or  counterclaim.  Any
amounts  received  after  such time on any date may,  in the  discretion  of the
Agent, be deemed to have been received on the next  succeeding  Business Day for
purposes of calculating interest thereon. All such payments shall be made to the
Agent at its offices in New York, New York,  except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly  provided herein and except
that  payments  pursuant to Sections  2.14,  2.15,  2.16 and 10.03 and the other
clauses of this  Section  2.17 shall be made  directly to the  Persons  entitled
thereto  and  payments  pursuant  to other Loan  Documents  shall be made to the
Persons specified therein. The Agent shall distribute any such payments received
by it for the account of any other Person to the appropriate  recipient promptly
following  receipt thereof.  If any payment under any Loan Document shall be due
on a day that is not a Business  Day, the date for payment  shall be extended to

                                      -33-

the next  succeeding  Business  Day,  and, in the case of any  payment  accruing
interest,  interest  thereon shall be payable for the period of such  extension.
All payments under each Loan Document shall be made in dollars.

(b) If at any time insufficient funds are received by and available to the Agent
to pay fully all amounts of principal,  unreimbursed LC Disbursements,  interest
and fees then due  hereunder,  such funds  shall be applied  (i) first,  towards
payment of  interest  and fees then due  hereunder,  ratably  among the  parties
entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (ii) second,  towards payment of principal and unreimbursed LC
Disbursements then due hereunder,  ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements  then
due to such parties.

(c) If any Lender shall,  by exercising any right of set-off or  counterclaim or
otherwise,  obtain  payment in respect of any principal of or interest on any of
its Revolving Loans or  participations  in LC  Disbursements  or Swingline Loans
resulting  in such  Lender  receiving  payment  of a greater  proportion  of the
aggregate amount of its Revolving Loans and  participations  in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by
any other  Lender,  then the Lender  receiving  such  greater  proportion  shall
purchase  (for cash at face value)  participations  in the  Revolving  Loans and
participations  in LC Disbursements  and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders  ratably in  accordance  with the  aggregate  amount of principal of and
accrued interest on their respective  Revolving Loans and  participations  in LC
Disbursements and Swingline Loans;  provided that (i) if any such participations
are  purchased  and all or any  portion of the payment  giving  rise  thereto is
recovered,  such  participations  shall  be  rescinded  and the  purchase  price
restored  to the  extent  of such  recovery,  without  interest,  and  (ii)  the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower  pursuant to and in  accordance  with the express  terms of this
Agreement  or  any  payment  obtained  by a  Lender  as  consideration  for  the
assignment of or sale of a participation  in any of its Loans or  participations
in LC Disbursements  to any assignee or participant,  other than to the Borrower
or any  Subsidiary  or  Affiliate  thereof (as to which the  provisions  of this
paragraph shall apply).  The Borrower  consents to the foregoing and agrees,  to
the  extent it may  effectively  do so under  applicable  law,  that any  Lender
acquiring a participation  pursuant to the foregoing  arrangements  may exercise
against the  Borrower  rights of set-off and  counterclaim  with respect to such
participation  as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

(d) Unless the Agent shall have received  notice from the Borrower  prior to the
date on which any  payment is due to the Agent for the account of the Lenders or
the Issuing Bank  hereunder  that the Borrower will not make such  payment,  the
Agent  may  assume  that the  Borrower  has made  such  payment  on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or the Issuing  Bank, as the case may be, the amount due. In such event,
if the Borrower has not in fact made such  payment,  then each of the Lenders or
the Issuing  Bank,  as the case may be,  severally  agrees to repay to the Agent
forthwith  on demand the amount so  distributed  to such Lender or Issuing  Bank
with interest  thereon,  for each day from and including the date such amount is
distributed  to it to but  excluding  the date of payment  to the Agent,  at the
greater of the Federal Funds  Effective Rate and a rate  determined by the Agent
in accordance with banking industry rules on interbank compensation.

                                      -34-

(e) If any  Lender  shall  fail to make any  payment  required  to be made by it
pursuant to Section 2.04(c),  2.05(d) or (e), 2.06(b), 2.17(d) or 10.03(c), then
the  Agent  may,  in its  discretion  (notwithstanding  any  contrary  provision
hereof),  apply any amounts thereafter  received by the Agent for the account of
such Lender to satisfy such Lender's  obligations  under such Sections until all
such unsatisfied obligations are fully paid.

SECTION 2.18.     Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests  compensation  under Section 2.14, or if the Borrower
is  required  to pay any  additional  amount to any  Lender or any  Governmental
Authority  for the  account of any Lender  pursuant to Section  2.16,  then such
Lender shall use reasonable  efforts to designate a different lending office for
funding or booking its Loans  hereunder or to assign its rights and  obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender,  such  designation or assignment  (i) would  eliminate or reduce
amounts  payable  pursuant to Section  2.14 or 2.16,  as the case may be, in the
future  and (ii)  would not  subject  such  Lender to any  unreimbursed  cost or
expense and would not otherwise be  disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

(b) If any Lender requests  compensation  under Section 2.14, or if the Borrower
is  required  to pay any  additional  amount to any  Lender or any  Governmental
Authority  for the  account of any Lender  pursuant to Section  2.16,  or if any
Lender  defaults in its obligation to fund Loans  hereunder or if a Lender fails
to consent to an Extension  Request,  then the Borrower may, at its sole expense
and effort,  upon notice to such  Lender and the Agent,  require  such Lender to
assign and delegate,  without  recourse (in  accordance  with and subject to the
restrictions  contained  in  Section  10.04),  all  its  interests,  rights  and
obligations  under  this  Agreement  to  an  assignee  that  shall  assume  such
obligations  (which  assignee may be another  Lender,  if a Lender  accepts such
assignment);  provided  that (i) the  Borrower  shall  have  received  the prior
written consent of the Agent (and, if a Revolving  Commitment is being assigned,
the Issuing Bank and Swingline Lender),  which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding  principal of its Loans and  participations  in LC Disbursements and
Swingline Loans,  accrued interest  thereon,  accrued fees and all other amounts
payable to it hereunder (including any amounts due under Section 2.15 other than
in  connection  with an  assignment  resulting  from a  Lender's  default in its
obligations to fund Loans), from the assignee (to the extent of such outstanding
principal  and accrued  interest  and fees) or the  Borrower (in the case of all
other amounts),  (iii) in the case of any such assignment resulting from a claim
for compensation  under Section 2.16 or payments required to be made pursuant to
Section 2.16, such assignment will result in a reduction in such compensation or
payments, and (iv) in the case of any such assignment under the terms of Section
2.08(b)  resulting from the rejection of an Extension  Request,  such assignment
will result in the consent by all Lenders to such  Extension  Request.  A Lender
shall not be required  to make any such  assignment  and  delegation  if,  prior
thereto, as a result of a waiver by such Lender or otherwise,  the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.19.     Increase of Revolving Commitments.
  By written notice sent to the Agent (which the Agent shall promptly distribute
to the Lenders), the Borrower may request an increase of the aggregate amount of
the  Revolving  Commitments  (i) by an  aggregate  amount  equal to any integral

                                      -35-

multiple of $5,000,000  and not less than  $10,000,000  and (ii) by an aggregate
amount  not to exceed  $25,000,000;  provided  that (i) no  Default  shall  have
occurred  and  be  continuing,  (ii)  the  aggregate  amount  of  the  Revolving
Commitments  shall not have been  reduced,  nor shall the  Borrower  have  given
notice of any such  reduction  under  Section  2.08(c),  and (iii) the aggregate
amount of the Revolving  Commitments  shall not  previously  have been increased
pursuant to this Section 2.19. Within 10 days after such request has been given,
each Lender shall notify the Agent,  whether or not, in the exercise of its sole
discretion,  it is willing to increase  its  Revolving  Commitment  by an amount
equal to its pro rata share (calculated  based on its Revolving  Commitment then
in existence) of the requested  increase (each Lender having no obligation to do
so). The Agent shall promptly  notify the Borrower and each other Lender of each
Lender's  decision.  Any Lender  that does not so notify the Agent  within  such
period  shall be  deemed to have  decided  not to be  willing  to  increase  its
Revolving  Commitment.  If one or  more  of the  Lenders  is not  willing  to so
increase  its  Revolving  Commitment,  then within 15 days after the  Borrower's
original request has been given, with notice to the Agent and the other Lenders,
another one or more financial institutions, each as approved by the Borrower and
the Agent (a "New  Lender"),  may  commit  to  provide  an  amount  equal to the
aggregate  amount of the  requested  increase  that will not be  provided by the
existing  Lenders  (the  "Increase  Amount");   provided,   that  the  Revolving
Commitment  of each New  Lender  shall be at least  $5,000,000  and the  maximum
number of New Lenders  shall be three (3). Upon receipt of notice from the Agent
to the Lenders and the Borrower that the Lenders,  or sufficient Lenders and New
Lenders,  have agreed to commit to an  aggregate  amount  equal to the  Increase
Amount (or such lesser  amount as the Borrower  shall  agree,  which shall be at
least  $10,000,000  and an integral  multiple of $5,000,000 in excess  thereof),
then: provided that no Default exists at such time or after giving effect to the
requested increase,  the Borrower, the Agent and the Lenders willing to increase
their  respective  Revolving  Commitments  and the New  Lenders  (if any)  shall
execute and deliver an Increased Commitment Supplement (herein so called) in the
form  attached  hereto as Exhibit  "D". If all existing  Lenders  shall not have
provided their pro rata portion of the requested increase, on the effective date
of the Increased  Commitment  Supplement  the Borrower shall request a borrowing
hereunder  which  shall be made only by the  Lenders  who have  increased  their
Revolving  Commitment and, if applicable,  the New Lenders. The proceeds of such
borrowing  shall be  utilized  by the  Borrower to repay the Lenders who did not
agree to increase their Revolving Commitments,  such borrowing and repayments to
be in amounts  sufficient  so that after giving  effect  thereto,  the Revolving
Loans  shall be held by the  Lenders  pro  rata  according  to their  respective
Revolving Commitments.

                                  ARTICLE III.

                         Representations and Warranties

     The Borrower represents and warrants to the Lenders that:

SECTION 3.01.     Organization; Powers.
  Each of the  Borrower  and  each  Significant  Subsidiary  is duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization,  has all requisite power and authority to carry on its business as
now conducted  and,  except where the failure to do so,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect,  is  qualified  to do business  in, and is in good  standing  in,  every
jurisdiction where such qualification is required.

                                      -36-

SECTION 3.02.     Authorization; Enforceability.
  The Loan  Documents to be entered into by the Borrower and each  Guarantor are
within their  respective  corporate  powers and have been duly authorized by all
necessary  corporate and, if required,  stockholder  action.  This Agreement has
been duly executed and delivered by the Borrower and constitutes, and each other
Loan  Document to which the Borrower or any of the  Guarantors is to be a party,
when  executed  and  delivered,  will  constitute,  a legal,  valid and  binding
obligation of, the Borrower or such Guarantor (as the case may be),  enforceable
in  accordance  with its terms,  subject to applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally  and subject to general  principles  of equity,  regardless of whether
considered in a proceeding in equity or at law.

SECTION 3.03.     Governmental Approvals; No Conflicts.
  The execution,  performance and delivery of the Loan Documents by the Borrower
and the Guarantors  (a) do not require any consent or approval of,  registration
or filing with  (other than the  inclusion  of this  Agreement  as an exhibit to
routine filings under the Securities  Exchange Act of 1934), or any other action
by, any  Governmental  Authority,  (b) will not  violate any  applicable  law or
regulation  or the  charter,  by-laws or other  organizational  documents of the
Borrower or any of the Significant Subsidiaries or any order of any Governmental
Authority,  (c) will not violate in any material respect or result in a material
default under any indenture,  agreement or other instrument (including,  without
limitation,  the  Subordinated  Debt  Documents  and the Senior Note  Documents)
binding upon the Borrower or any of the Significant  Subsidiaries or its assets,
or give rise to a right  thereunder  to  require  any  payment to be made by the
Borrower or any of the Significant Subsidiaries,  and (d) will not result in the
creation or  imposition  of any Lien on any asset of the  Borrower or any of the
Significant Subsidiaries.

SECTION 3.04.     Financial Condition; No Material Adverse Change.

(a) The  Borrower  has  heretofore  furnished  to the Lenders  its  consolidated
balance sheet and statements of income,  stockholders  equity and cash flows (i)
as of and for the fiscal  year ended  March 31,  1999,  reported on by KPMG LLP,
independent  public  accountants,  and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended September 30, 1999,  certified by its chief
financial  officer.  Such financial  statements  present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower  and  the  Subsidiaries  as of  such  dates  and for  such  periods  in
accordance with GAAP,  subject to year-end audit  adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.

(b) Except as disclosed  in the  financial  statements  referred to above or the
notes  thereto or in the  Information  Memorandum  and except for the  Disclosed
Matters, none of the Borrower or the Subsidiaries has, as of the Effective Date,
any contingent  liabilities,  unusual long-term commitments or unrealized losses
which could reasonably be expected to result in a Material Adverse Effect.

                                      -37-

(c) Since September 30, 1999,  there has been no material  adverse change in the
business,  assets,  operations  or  financial  condition of the Borrower and the
Subsidiaries, taken as a whole.

SECTION 3.05.     Properties.

(a) Each of the  Borrower  and the  Subsidiaries  has good  title  to,  or valid
leasehold  interests  in, all its real and  personal  property  material  to its
business,  (except  for minor  defects in title that do not  interfere  with its
ability to conduct  its  business  as  currently  conducted  or to utilize  such
properties for their  intended  purposes) free and clear of all Liens other than
Permitted  Encumbrances  and Liens  permitted by clauses  (ii) through  (vii) of
Section 6.02.

(b) Each of the Borrower and the  Subsidiaries  owns, or is licensed to use, all
trademarks,  tradenames,  copyrights,  patents and other  intellectual  property
material  to its  business,  and  the  use  thereof  by  the  Borrower  and  the
Subsidiaries  does not infringe upon the rights of any other Person,  except for
any  such  infringements  that,  individually  or in the  aggregate,  could  not
reasonably be expected to result in a Material Adverse Effect.

(c) As of the Effective Date,  neither the Borrower nor any of the  Subsidiaries
has  received  notice  of, or has  knowledge  of, any  pending  or  contemplated
condemnation  proceeding  affecting any real property owned by it or any sale or
disposition  thereof in lieu of condemnation  which could reasonably be expected
to have a  Material  Adverse  Effect.  Neither  any such real  property  nor any
interest  therein  is  subject  to any right of first  refusal,  option or other
contractual right to purchase such real property or interest therein which could
reasonably be expected to have a Material Adverse Effect.

SECTION 3.06.     Litigation and Environmental Matters.

(a) There are no actions,  suits or  proceedings  by or before any arbitrator or
Governmental  Authority  pending  against or, to the  knowledge of the Borrower,
threatened  against or affecting the Borrower or any of the  Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that,
if adversely  determined,  could reasonably be expected,  individually or in the
aggregate,  to result in a Material  Adverse  Effect or (ii) that involve any of
the Loan Documents.

(b) Except  for the  Disclosed  Matters  and  except  with  respect to any other
matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material  Adverse  Effect,  neither the  Borrower  nor any of the
Subsidiaries (i) has failed to comply with any  Environmental  Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental  Liability or
(iv) knows of any basis for any Environmental Liability.

(c)  The  Disclosed  Matters,  individually  or  in  the  aggregate,  could  not
reasonably be expected to result in a Material Adverse Effect. Since the date of
this Agreement,  there has been no change in the status of the Disclosed Matters
that, individually or in the aggregate, has resulted in, or materially increased
the likelihood of, a Material Adverse Effect.

                                      -38-

SECTION 3.07.     Compliance with Laws and Agreements.
  Each of the  Borrower and the  Subsidiaries  is in  compliance  with all laws,
regulations  and orders of any  Governmental  Authority  applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its  property,  except  where  the  failure  to do  so,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect. No Default has occurred and is continuing.

SECTION 3.08.     Investment and Holding Company Status.
  Neither  the  Borrower  nor  any of  the  Subsidiaries  is (a) an  "investment
company" as defined in, or subject to regulation  under, the Investment  Company
Act of 1940 or (b) a "holding  company" as defined in, or subject to  regulation
under, the Public Utility Holding Company Act of 1935.

SECTION 3.09.     Taxes.
  Each of the  Borrower  and the  Subsidiaries  has timely filed or caused to be
filed all Tax returns  and  reports  required to have been filed and has paid or
caused to be paid all Taxes  required to have been paid by it,  except (a) Taxes
that are being contested in good faith by appropriate  proceedings and for which
the  Borrower  or such  Subsidiary,  as  applicable,  has set aside on its books
adequate  reserves  or (b) to the  extent  that the  failure  to do so could not
reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10.     ERISA.
  No ERISA Event has  occurred  or is  reasonably  expected to occur that,  when
taken  together  with all  other  such  ERISA  Events  for  which  liability  is
reasonably  expected  to occur,  could  reasonably  be  expected  to result in a
Material  Adverse  Effect.   The  present  value  of  all  accumulated   benefit
obligations  under each Plan  (based on the  assumptions  used for  purposes  of
Statement of Financial  Accounting  Standards No. 87) did not, as of the date of
the most recent  financial  statements  reflecting such amounts,  exceed by more
than  $5,000,000  of the fair market  value of the assets of such Plan,  and the
present value of all accumulated  benefit  obligations of all underfunded  Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards  No.  87)  did  not,  as of the  date  of the  most  recent  financial
statements  reflecting such amounts,  exceed by more than $5,000,000 of the fair
market value of the assets of all such underfunded Plans.

SECTION 3.11.     Disclosure.
  The Borrower  has  disclosed to the Lenders all  agreements,  instruments  and
corporate or other restrictions to which the Borrower or any of the Subsidiaries
is subject, and all other matters known to any of them, that, individually or in
the  aggregate,  could  reasonably  be expected to result in a Material  Adverse
Effect.  Neither  the  Information  Memorandum  nor  any of the  other  reports,
financial  statements,  certificates  or other  information  furnished  by or on
behalf of the Borrower to either of the  Co-Administrative  Agents or any Lender
in connection  with the negotiation of this Agreement or any other Loan Document
or delivered  hereunder or  thereunder  (as  modified or  supplemented  by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements  therein,  in the light
of the circumstances under which they were made, not misleading;  provided that,
with respect to projected  financial  information,  the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

                                      -39-

SECTION 3.12.     Subsidiaries.
  Schedule 3.12 sets forth the name of, the jurisdiction of organization of, and
the ownership  interest of the Borrower in, each  Subsidiary as of the Effective
Date.   Schedule  3.12  also  indicates  which   Subsidiaries   are  Significant
Subsidiaries as of the Effective Date.

SECTION 3.13.     Insurance.
  Each of the Borrower and the Subsidiaries  maintain with financially sound and
reputable  insurers,  insurance  with  respect to its  properties  and  business
against such  casualties  and  contingencies  and in such amounts as are usually
carried by  businesses  engaged in similar  activities  as the  Borrower and the
Subsidiaries  and located in similar  geographic areas in which the Borrower and
the Subsidiaries operate.

SECTION 3.14.     Labor Matters.
  As of the Effective Date, there are no strikes,  lockouts or slowdowns against
the Borrower or any  Subsidiary  pending or, to the  knowledge of the  Borrower,
threatened.  The hours worked by and payments  made to employees of the Borrower
and the Subsidiaries  have not been in violation of the Fair Labor Standards Act
or any other applicable  Federal,  state, local or foreign law dealing with such
matters in any material  respect.  All material amounts due from the Borrower or
any  Subsidiary,  or for which any claim may be made against the Borrower or any
Subsidiary,  on account of wages and employee  health and welfare  insurance and
other  benefits,  have been paid or accrued as a  liability  on the books of the
Borrower or such Subsidiary.

SECTION 3.15.     Solvency.
  Immediately  following  the making of each Loan and after giving effect to the
application  of the proceeds of such Loans,  (a) the fair value of the assets of
Borrower  and each  Guarantor,  at a fair  valuation,  will exceed its debts and
liabilities,  subordinated,  contingent  or  otherwise;  (b)  the  present  fair
saleable  value of the property of Borrower and each  Guarantor  will be greater
than the amount that will be required to pay the probable liability of its debts
and other liabilities,  subordinated, contingent or otherwise, as such debts and
other liabilities  become absolute and matured;  (c) Borrower and each Guarantor
will be able to pay its  debts  and  liabilities,  subordinated,  contingent  or
otherwise,  as such debts and liabilities  become absolute and matured;  and (d)
Borrower and each Guarantor will not have unreasonably  small capital with which
to conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted  following the  Effective  Date. As used in this
Section  3.15,  the term "fair value"  means the amount at which the  applicable
assets would change hands between a willing buyer and a willing  seller within a
reasonable time, each having reasonable knowledge of the relevant facts, neither
being  under  any  compulsion  to act,  with  equity to both and  "present  fair
saleable  value"  means  the  amount  that  may be  realized  if the  applicable
company's  aggregate  assets  are sold with  reasonable  promptness  in an arm's
length  transaction  under  present  conditions  for the  sale  of a  comparable
business enterprises.

SECTION 3.16.     Senior Indebtedness.
Pursuant to that certain First Supplemental Indenture, dated as of September 17,
1998,  among  Borrower,  May & Speh,  Inc. and Harris Trust and Savings Bank, as
trustee,  Borrower  assumed  the  obligations  of May &  Speh,  Inc.  under  the
Subordinated  Debt and the Subordinated  Debt Documents to the same extent as if
Borrower had been  originally  named in the  Subordinated  Debt Documents as the
"Company"  (as such  term  was  originally  defined  in such  Subordinated  Debt
Documents).  The  Indebtedness of Borrower and Acxiom/May & Speh,  Inc.  arising
under this  Agreement and the other Loan  Documents  (including  with respect to
Acxiom/May  &  Speh,  Inc.,  the  Subsidiary   Guaranty)   constitutes   "Senior
Indebtedness" under and as defined in the Subordinated Debt Documents.

                                      -40-

SECTION 3.17.     Year 2000.
  Any reprogramming required to permit the proper functioning,  in and following
the year 2000, of (a) the computer  systems of the Borrower and the Subsidiaries
and (b)  equipment  of the  Borrower and the  Subsidiaries  containing  embedded
microchips  and  the  testing  of  all  such  systems  and   equipment,   as  so
reprogrammed,  has been completed in a manner which will permit the Borrower and
the Subsidiaries to conduct its business  without  Material Adverse Effect.  The
Borrower  believes that the computer and management  information  systems of the
Borrower and the  Subsidiaries  are and,  with  ordinary  course  upgrading  and
maintenance,  will continue to be,  sufficient to permit the Borrower to conduct
its businesses without Material Adverse Effect.

SECTION 3.18.     Margin Securities.
  Neither the Borrower nor any Subsidiary is engaged  principally,  or as one of
its important activities, in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulations U or X of
the Board of  Governors  of the Federal  Reserve  System),  and,  except for the
repurchases of the Borrower's  capital stock in accordance  with the limitations
in Section  5.10 and Section  6.08,  no part of the proceeds of any Loan will be
used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying margin stock.

                                  ARTICLE IV.

                                   Conditions

SECTION 4.01.     Effective Date.
  The  obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit  hereunder shall not become  effective until the date on which
each of the following  conditions  is satisfied  (or waived in  accordance  with
Section 10.02):

(a) The Agent (or its counsel) shall have received from each party hereto either
(i) a  counterpart  of this  Agreement  signed on  behalf of such  party or (ii)
written  evidence   satisfactory  to  the  Agent  (which  may  include  telecopy
transmission  of a signed  signature page of this Agreement) that such party has
signed a  counterpart  of this  Agreement.  The Agent  shall have  received  the
Subsidiary  Guaranty signed by all Significant  Subsidiaries in existence on the
Effective Date that are Domestic Subsidiaries.

(b) The Agent shall have received a favorable written opinion  (addressed to the
Co-Administrative  Agents  and the  Lenders  and  dated the  Effective  Date) of
counsel for the Borrower,  substantially  in the form of Exhibit B, and covering
such other matters relating to the Borrower, the Guarantor or the Loan Documents
as either  Co-Administrative Agent shall reasonably request. The Borrower hereby
requests such counsel to deliver such opinions.

(c) The Agent  shall  have  received  such  documents  and  certificates  as the
Co-Administrative Agents or their counsel may reasonably request relating to the
organization,  existence and good  standing of the Borrower and each  Guarantor,
the power and authority of Borrower and each  Guarantor to execute,  deliver and
perform the Loan  Documents to which each is a party and any other legal matters
relating to the Borrower,  any Guarantor or the Loan Documents,  all in form and
substance satisfactory to the Co-Administrative Agents and its counsel.

                                      -41-

(d) The Agent shall have received a  certificate,  dated the Effective  Date and
signed by the  President,  a Vice  President,  a Financial  Officer or the chief
legal officer of the Borrower,  confirming  compliance  with the  conditions set
forth in paragraphs (a) and (b) of Section 4.02.

(e) The  Co-Administrative  Agents,  Chase  Securities  Inc.  and  Banc  America
Securities LLC shall have received all fees and other amounts due and payable on
or prior to the Effective  Date,  including  with respect to the Agent and Chase
Securities Inc. only, to the extent  invoiced,  reimbursement  or payment of all
out-of-pocket  expenses  (including fees,  charges and disbursements of counsel)
required to be reimbursed  or paid by the Borrower  hereunder or under any other
Loan Document.

(f) The Agent shall have received the Subordinated Debt Documents and the Senior
Note Documents.

The Agent shall notify the Borrower and the Lenders of the Effective  Date,  and
such notice shall be conclusive and binding.

SECTION 4.02.     Each Credit Event.
  The obligation of each Lender to make a Loan on the occasion of any Borrowing,
and of the Issuing Bank to issue,  amend,  renew or extend any Letter of Credit,
is subject to receipt of the request therefor in accordance  herewith and to the
satisfaction of the following conditions:

(a) The  representations  and  warranties of the Borrower and the Guarantors set
forth in the Loan Documents  shall be true and correct in all material  respects
on and as of the  date of such  Borrowing  or the date of  issuance,  amendment,
renewal or extension of such Letter of Credit, as applicable.

(b) At the time of and immediately  after giving effect to such Borrowing or the
issuance,  amendment,  renewal  or  extension  of  such  Letter  of  Credit,  as
applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit  shall be deemed to  constitute  a  representation  and  warranty  by the
Borrower on the date thereof as to the matters  specified in paragraphs  (a) and
(b) of this Section.

                                   ARTICLE V.

                              Affirmative Covenants

         Until the Revolving Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC  Disbursements  shall have been  reimbursed,  the Borrower  covenants and
agrees with the Lenders that:

                                      -42-

SECTION 5.01.     Financial Statements and Other Information.
  The Borrower will furnish to the Agent and each Lender:

(a) within 90 days after the end of each  fiscal year of the  Borrower,  (i) its
audited  consolidated  balance  sheet  and  related  statements  of  operations,
stockholders'  equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all  reported  on by  independent  public  accountants  of  recognized  national
standing  (without a "going  concern" or like  qualification  or  exception  and
without any  qualification  or  exception  as to the scope of such audit) to the
effect  that  such  consolidated  financial  statements  present  fairly  in all
material  respects the  financial  condition  and results of  operations  of the
Borrower and the  Subsidiaries  on a consolidated  basis in accordance with GAAP
consistently  applied and (ii) the Borrower's  unaudited  consolidating  balance
sheet and related  statement of  operations  as of the end of and for such year,
both  certified by one of its  Financial  Officers as  presenting  fairly in all
material  respects the  financial  condition  and results of  operations  of the
Borrower and the  Subsidiaries on a consolidating  basis in accordance with GAAP
consistently applied;

(b) within 45 days after the end of each of the first three  fiscal  quarters of
each fiscal year of the Borrower,  its unaudited  consolidated balance sheet and
related statements of operations,  stockholders' equity and cash flows as of the
end of and for such fiscal  quarter and the then  elapsed  portion of the fiscal
year,  setting  forth  in each  case in  comparative  form the  figures  for the
corresponding  period or periods of (or, in the case of the balance sheet, as of
the end of) the previous  fiscal year and its  unaudited  consolidating  balance
sheet and statement of operations  for the same period,  all certified by one of
its  Financial  Officers  as  presenting  fairly in all  material  respects  the
financial   condition  and  results  of  operations  of  the  Borrower  and  the
Subsidiaries on a consolidated and  consolidating  basis in accordance with GAAP
consistently  applied,  subject to normal  year-end  audit  adjustments  and the
absence of footnotes;

(c) concurrently  with any delivery of financial  statements under clause (a) or
(b) above, a certificate  of a Financial  Officer of the Borrower (i) certifying
as to whether a Default has occurred and, if a Default has occurred,  specifying
the details  thereof and any action  taken or proposed to be taken with  respect
thereto,  (ii) setting  forth  reasonably  detailed  calculations  demonstrating
compliance   with  Article  VII,   (iii)  setting  forth   reasonably   detailed
calculations  demonstrating the calculation of the Applicable Rate, (iv) setting
forth reasonably  detailed  calculations  demonstrating  compliance with Section
5.11, and (v) stating whether any change in GAAP or in the  application  thereof
has  occurred  since the date of the  Borrower's  audited  financial  statements
referred to in Section 3.04 and, if any such change has occurred, specifying the
effect of such change on the financial statements accompanying such certificate;

(d)  concurrently  with any  delivery of financial  statements  under clause (a)
above,  a certificate  of the  accounting  firm that reported on such  financial
statements  stating whether they obtained  knowledge  during the course of their
examination of such financial  statements of any Default (which  certificate may
be limited to the extent required by accounting rules or guidelines);

                                      -43-

(e) at  least 45 days  prior  to the  commencement  of each  fiscal  year of the
Borrower,  a detailed  consolidated  budget for such  fiscal year  (including  a
projected  consolidated  balance  sheet  and  related  statements  of  projected
operations  and cash flow as of the end of and for such  fiscal year and setting
forth the assumptions used for purposes of preparing such budget) and,  promptly
when available, any significant revisions of such budget;

(f) promptly after the same become  publicly  available,  copies of all periodic
and other reports, proxy statements and other materials filed by the Borrower or
any Subsidiary with the Securities and Exchange Commission,  or any Governmental
Authority succeeding to any or all of the functions of said Commission,  or with
any  national  securities  exchange,  or  distributed  by  the  Borrower  to its
shareholders generally, as the case may be; and

(g) promptly  following any request therefor,  such other information  regarding
the operations,  business affairs and financial condition of the Borrower or any
Subsidiary,  or  compliance  with  the  terms of any Loan  Document,  as  either
Co-Administrative Agent or any Lender may reasonably request.

SECTION 5.02.     Notices of Material Events.
 The Borrower will furnish to the Agent and each Lender prompt written notice of
the following:

(a) the occurrence of any Default;

(b) the filing or  commencement  of any action,  suit or proceeding by or before
any arbitrator or Governmental  Authority against or affecting,  the Borrower or
any  Subsidiary  thereof  that,  if adversely  determined,  could  reasonably be
expected to result in a Material Adverse Effect;

(c) the  occurrence  of any ERISA Event that,  alone or together  with any other
ERISA  Events  that have  occurred,  could  reasonably  be expected to result in
liability of the Borrower and the  Subsidiaries in an aggregate amount exceeding
$5,000,000; and

(d) any other  development  that results in, or could  reasonably be expected to
result in, a Material Adverse Effect.

Each notice  delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or  development  requiring such notice and any action taken
or proposed to be taken with respect thereto.

SECTION 5.03.     Existence; Conduct of Business.
  The Borrower will, and will cause each of the  Subsidiaries to, do or cause to
be done all  things  necessary  to  preserve,  renew and keep in full  force and
effect its legal  existence;  provided that the foregoing shall not prohibit any
merger, consolidation,  liquidation or dissolution permitted under Section 6.03.
The Borrower will, and will cause each of the Subsidiaries to, do or cause to be
done all things  necessary to preserve,  renew and keep in full force and effect
the rights, licenses,  permits,  privileges,  franchises,  patents,  copyrights,
trademarks  and trade names  material  to the conduct of its  business in such a
manner so that no Material Adverse Effect will result.

                                      -44-

SECTION 5.04.     Payment of Obligations.
  The  Borrower  will,  and will  cause  each of the  Subsidiaries  to,  pay its
Indebtedness and other obligations,  including Tax liabilities,  before the same
shall become  delinquent or in default,  except where (a) the validity or amount
thereof is being  contested in good faith by  appropriate  proceedings,  (b) the
Borrower or such  Subsidiary has set aside on its books  adequate  reserves with
respect thereto in accordance with GAAP, (c) such contest  effectively  suspends
collection of the contested  obligation and the enforcement of any Lien securing
such  obligation and (d) the failure to make payment  pending such contest could
not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05.     Maintenance of Properties.
  The Borrower will,  and will cause each of the  Significant  Subsidiaries  to,
keep and maintain  all property  material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

SECTION 5.06.     Insurance.
  The Borrower will, and will cause each of the Subsidiaries to, maintain,  with
financially sound and reputable insurance  companies,  insurance with respect to
its properties and business  against such  casualties and  contingencies  and in
such amounts as shall be in accordance with the general  practices of businesses
engaged  in similar  activities  as the  Borrower  and the  Subsidiaries  and in
similar  geographic  areas in which the Borrower and the  Subsidiaries  operate,
containing  such terms,  in such forms and for such periods as may be reasonable
and prudent.  The Borrower  will furnish to the Lenders,  upon request of either
Co-Administrative Agent, information in reasonable detail as to the insurance so
maintained.

SECTION 5.07.     Casualty and Condemnation.
  The Borrower will furnish to the Agent and the Lenders  prompt  written notice
of any casualty or other insured  damage to any portion of any property owned by
the Borrower or any Subsidiary or the  commencement  of any action or proceeding
for the taking of any such  property  or any part  thereof or  interest  therein
under power of eminent domain or by condemnation  or similar  proceeding that in
any case could have a Material Adverse Effect.

SECTION 5.08.     Books and Records; Inspection and Audit Rights.
  The Borrower  will,  and will cause each of the  Subsidiaries  to, keep proper
books of record and account in which full,  true and correct entries are made of
all dealings and  transactions in relation to its business and  activities.  The
Borrower  will,  and  will  cause  each  of  the  Subsidiaries  to,  permit  any
representatives designated by either Co-Administrative Agent or any Lender, upon
reasonable  prior notice,  to visit and inspect its  properties,  to examine and
make extracts from its books and records,  and to discuss its affairs,  finances
and  condition  with  its  officers  and  independent  accountants,  all at such
reasonable times and as often as reasonably requested.

SECTION 5.09.     Compliance with Laws.
  The Borrower will, and will cause each of the Subsidiaries to, comply with all
laws, rules,  regulations and orders of any Governmental Authority applicable to
it or its property (including,  without limitation,  Environmental Laws), except
where  the  failure  to do so,  individually  or in  the  aggregate,  could  not
reasonably be expected to result in a Material Adverse Effect.

                                      -45-

SECTION 5.10.     Use of Proceeds and Letters of Credit.
  The  proceeds of the Loans and  Swingline  Loans will be used only for working
capital and other general corporate needs of the Borrower;  provided that during
the  entire  term of this  Agreement,  the  Borrower  will  not  use  more  than
$65,000,000  of the proceeds of the Loans and the Swingline  Loans to repurchase
or redeem its capital stock and if any proceeds of the Loans or Swingline  Loans
are so used to repurchase the Borrower's capital stock, the Borrower agrees that
such stock shall immediately be retired.  Borrower agrees to use the proceeds of
the  initial  Loan  hereunder  to pay in full all  obligations  owed  under that
certain Second Amended and Restated Credit  Agreement dated as of March 26, 1998
among the Borrower,  Mercantile Bank, N.A. as  administrative  and documentation
agent and the other parties named therein. Upon such payment, Borrower agrees to
terminate all commitments of the lenders thereunder.  No part of the proceeds of
any Loan will be used,  whether  directly or  indirectly,  for any purpose  that
entails  a  violation  of  any  of  the  Regulations  of  the  Board,  including
Regulations  U and X.  Letters  of Credit  will be issued  only to  support  the
general corporate needs of the Borrower and the Subsidiaries.

SECTION 5.11. Additional Subsidiaries;  Additional Guarantors. If any additional
Subsidiary is formed or acquired after the Effective Date and if such Subsidiary
is a Significant Subsidiary and a Domestic Subsidiary,  the Borrower will notify
the Agent and the Lenders thereof and the Borrower will cause such Subsidiary to
become a party to the Subsidiary  Guaranty within three Business Days after such
Subsidiary is formed or acquired.  Notwithstanding the definition of Significant
Subsidiary,  the (i) total assets of the Borrower and the Guarantors (determined
on a combined  unconsolidated  basis in accordance with GAAP) shall at all times
equal or exceed 80% of the  Consolidated  Total  Assets of the Borrower and (ii)
the  net  income  of  Borrower  and the  Guarantors  (determined  on a  combined
unconsolidated basis in accordance with GAAP) for any four fiscal quarter period
shall at all times  equal or exceed  80% of the  Consolidated  Net Income of the
Borrower  (the  requirements  of the forgoing two  clauses,  the  "Concentration
Test").  If as of any fiscal  quarter  end, the  Concentration  Test is not met,
within 60 days after the end of such fiscal  quarter the Borrower  shall cause a
sufficient  number of Domestic  Subsidiaries to become  Guarantors in accordance
with the Subsidiary Guaranty so that after giving pro forma effect thereto as of
the end of such fiscal quarter the Concentration Test shall be satisfied.

SECTION 5.12.     Further Assurances.
  The Borrower will execute,  and will cause each Guarantor to execute,  any and
all further  documents,  agreements and  instruments,  and take all such further
actions,  which  may be  required  under any  applicable  law,  or which  either
Co-Administrative  Agent or the  Required  Lenders may  reasonably  request,  to
effectuate  the  transactions  contemplated  by the  Loan  Documents  all at the
expense of the Borrower.

                                      -46-

SECTION 5.13.     Compliance with Agreements.
  The  Borrower  will,  and will  cause  each  Subsidiary  to,  comply  with all
agreements, contracts, and instruments binding on it or affecting its properties
or business other than such  noncompliance  which is not reasonably  expected to
have a Material Adverse Effect.

                                  ARTICLE VI.

                               Negative Covenants

         Until the  Revolving  Commitments  have expired or  terminated  and the
principal of and interest on each Loan and all fees payable  hereunder have been
paid in full and all Letters of Credit  have  expired or  terminated  and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

SECTION 6.01.     Indebtedness; Certain Equity Securities.

(a) The Borrower will not, and will not permit any Subsidiary to, create, incur,
assume or permit to exist any Indebtedness, except:

(i)      Indebtedness created under the Loan Documents;

(ii)     Indebtedness existing on the date hereof and set forth in Schedule 6.01
         and extensions, renewals and replacements of any such Indebtedness that
         do not increase the outstanding  principal  amount thereof or result in
         an earlier maturity date or decreased weighted average life thereof;

(iii)     Indebtedness  owed by a Subsidiary to Borrower or owed by a Subsidiary
          to its parent incurred in accordance with the  restrictions  set forth
          in Section 6.04;  provided that (A) the obligations of each obligor of
          such  Indebtedness  must be  subordinated  in right of  payment to any
          liability such obligor may have for the obligations  arising hereunder
          from and after  such time as any  portion of the  obligations  arising
          hereunder  or under any other  Loan  Documents  shall  become  due and
          payable  (whether at stated  maturity,  by acceleration or otherwise),
          (B) such  Indebtedness  must be  incurred  in the  ordinary  course of
          business or  incurred to finance  general  corporate  needs,  (C) such
          Indebtedness  must be provided  on terms  customary  for  intercompany
          borrowings  among the Borrower and the Subsidiaries or must be made on
          such other terms and provisions as the Agent may  reasonably  require;
          and (D) the sum of the aggregate outstanding amount of the obligations
          of Excluded Subsidiaries guaranteed pursuant to clause (iv) below plus
          the aggregate  outstanding  principal amount of the loans and advances
          made to Excluded  Subsidiaries by Borrower and the Subsidiaries  (such
          sum the "Excluded  Subsidiary Loan and Guaranty  Amount") shall not at
          any time exceed the Dollar Amount equal to $45,000,000  (the "Excluded
          Subsidiary Loan and Guaranty Limit");

(iv)     Guarantees by the Borrower or a Subsidiary of (A)  Indebtedness  of any
         of its wholly owned direct  Subsidiaries;  (B) trade  accounts  payable
         owed by any of its wholly owned direct  Subsidiaries and arising in the
         ordinary  course  of  business  or (C)  operating  leases of any of its
         wholly owned direct Subsidiaries entered into in the ordinary course of
         business;  provided that: (1) the Indebtedness  guaranteed is otherwise

                                      -47-

         permitted  hereunder;  (2) no Default  exists or would result from such
         Guarantee;  and (3) the Excluded  Subsidiary  Loan and Guaranty  Amount
         shall not exceed the Excluded Subsidiary Loan and Guaranty Limit;

(v)       Indebtedness of the Borrower or any Subsidiary incurred to finance the
          acquisition,  construction  or  improvement  of any  fixed or  capital
          assets (but  excluding the  acquisition  of assets which  constitute a
          business unit of a Person),  including  Capital Lease  Obligations and
          any  Indebtedness  assumed in connection  with the  acquisition of any
          such  assets  or  secured  by a Lien on any such  assets  prior to the
          acquisition thereof, and extensions,  renewals and replacements of any
          such  Indebtedness  that do not  increase  the  outstanding  principal
          amount  thereof or result in an  earlier  maturity  date or  decreased
          weighted average life thereof;  provided that (A) such Indebtedness is
          incurred  prior to or within 90 days  after  such  acquisition  or the
          completion of such construction or improvement;  (B) no Default exists
          or would result  therefrom;  (C) such Indebtedness does not exceed the
          amount  of  the  purchase  price  or  the  costs  of  construction  or
          improvement,  as the case may be,  of the  applicable  asset;  and (D)
          after giving proforma effect to such Indebtedness,  the Borrower shall
          be in  compliance  with  Section  7.02 as of the most  recently  ended
          fiscal quarter of Borrower;

(vi)     Indebtedness  of any Person that  becomes a  Subsidiary  after the date
         hereof or is merged with or into Borrower or a Subsidiary in accordance
         with  the  permissions  herein  set  forth;   provided  that  (A)  such
         Indebtedness exists at the time such Person becomes a Subsidiary or was
         so merged and is not created in  contemplation of or in connection with
         such Person becoming a Subsidiary or merger;  (B) after giving proforma
         effect to such  Indebtedness  and the EBITDA of the Person who became a
         Subsidiary,  the Borrower  shall be in compliance  with Section 7.02 of
         the most recently ended fiscal quarter of Borrower;  and (C) no Default
         exists or would result therefrom;

(vii)    Guaranties  incurred in the ordinary course of business with respect to
         surety and appeal bonds,  performance and  return-of-money  bonds,  and
         other  similar  obligations  not  exceeding at any time  outstanding  a
         Dollar Amount equal to $1,000,000 in aggregate liability;

(viii)   Indebtedness    constituting    obligations   to   reimburse   worker's
         compensation  insurance  companies for claims paid by such companies on
         Borrower's or a  Subsidiaries'  behalf in accordance  with the policies
         issued to Borrower and the Subsidiaries;

(ix)     Indebtedness arising in connection with Hedging Agreements entered into
         in the ordinary  course of business to enable  Borrower or a Subsidiary
         (a) to limit the market risk of holding  currency in either the cash or
         futures market or (b) to fix or limit  Borrower's or any  Subsidiaries'
         interest expense;

(x)      the obligations  arising under the Synthetic Real Estate Lease, the
         Synthetic  Airplane Lease Facility and the Synthetic Equipment Lease
         Facility;

(xi)     Indebtedness  arising in  connection  with  preferred  Equity  Interest
         permitted to be issued in accordance with Section 6.01(b);

                                      -48-

(xii)    Indebtedness  for borrowed  money not  otherwise  permitted  under this
         Section 6.01 of any Excluded  Subsidiary  provided  that the  aggregate
         outstanding  amount  of all  such  Indebtedness  shall  not at any time
         exceed the Dollar Amount equal to $10,000,000;

(xiii)   Indebtedness  arising under the terms of the Equity  Forward  Agreement
         and any other Synthetic  Purchase  Agreement or Agreements entered into
         with  respect to the capital  stock of the Borrower  provided  that the
         aggregate  notional  amount  applicable  to all  such  other  Synthetic
         Purchase Agreement or Agreements shall at not time exceed $50,000,000;

(xiv)    Indebtedness represented by software licensing liabilities; and

(xv)     unsecured  Indebtedness  of Borrower of the type  described  in clauses
         (a), (b), (c), (e), and (l) of the definition  thereof,  in addition to
         the Indebtedness permitted by clauses (i) through (xiv) of this Section
         6.01  (a);   provided  that  after  giving   proforma   effect  to  the
         Indebtedness  incurred  under the  permissions of this clause (xv), the
         Borrower  shall  be in  compliance  with  Section  7.02 as of the  most
         recently ended fiscal quarter of Borrower and no Default shall exist as
         result therefrom.

(b) The  Borrower  will not, nor will they permit any  Subsidiary  to, issue any
preferred stock or other  preferred  Equity  Interests  except for the preferred
Equity  Interest  set forth in  Schedule  6.01 and  except for the  issuance  of
preferred  Equity  Interests by the Subsidiaries as long as the aggregate amount
to be paid in connection with the redemption of such preferred  Equity Interests
issued  after the  Effective  Dates  does not  exceed a Dollar  Amount  equal to
$5,000,000 and no mandatory  redemption of such preferred Equity Interest is due
prior to the Maturity Date first established under the terms of this Agreement.

SECTION 6.02.     Liens.
  The Borrower will not, and will not permit any Subsidiary  to, create,  incur,
assume  or  permit  to exist  any Lien on any  property  or asset  now  owned or
hereafter  acquired by it, or assign or sell any income or  revenues  (including
accounts receivable) or rights in respect of any thereof, except:

(i)      Permitted Encumbrances;

(ii)     any Lien on any  property or asset of the  Borrower  or any  Subsidiary
         existing on the date hereof  (excluding the Liens arising in connection
         with the Equity  Forward  Agreement  and the other  Synthetic  Purchase
         Agreements  permitted  under  Section   6.01(a)(xiii)  which  are  only
         permitted in accordance with clause (vii) of this Section 6.02) and set
         forth in Schedule 6.02;  provided that (i) such Lien shall not apply to
         any other  property or asset of the Borrower or any Subsidiary and (ii)
         such Lien shall secure only those  obligations  which it secures on the
         date hereof and extensions,  renewals and replacements  thereof that do
         not increase the outstanding principal amount thereof;

(iii)     any Lien  existing on any  property or asset prior to the  acquisition
          thereof by the Borrower or any  Subsidiary or existing on any property
          or asset of any Person that becomes a Subsidiary after the date hereof
          in accordance  with Section 6.04 prior to the time such Person becomes
          a  Subsidiary;   provided  that  (A)  such  Lien  is  not  created  in

                                      -49-

          contemplation of or in connection with such acquisition or such Person
          becoming  a  Subsidiary,  as the case may be,  (B) such Lien shall not
          apply  to  any  other  property  or  assets  of  the  Borrower  or any
          Subsidiary, (C) such Lien shall secure only those obligations which it
          secures  on the  date of such  acquisition  or the  date  such  Person
          becomes a Subsidiary, as the case may be and extensions,  renewals and
          replacements  thereof that do not increase the  outstanding  principal
          amount  thereof;  (D) the  Indebtedness  secured  thereby is otherwise
          permitted by Section  6.01;  and (E) no Default  exists or will result
          therefrom;

(iv)     Liens on fixed or capital assets (but excluding assets which constitute
         a business unit)  acquired,  constructed or improved by the Borrower or
         any  Subsidiary;  provided  that (A)  such  security  interests  secure
         Indebtedness  permitted  by clause  (v) of  Section  6.01(a),  (B) such
         security  interests and the  Indebtedness  secured thereby are incurred
         prior to or within 90 days after such  acquisition or the completion of
         such construction or improvement,  (C) the Indebtedness secured thereby
         does not exceed 85% of the cost of acquiring, constructing or improving
         such fixed or capital assets and (D) such security  interests shall not
         apply  to  any  other  property  or  assets  of  the  Borrower  or  any
         Subsidiary;

(v)      Liens created in connection  with the Synthetic Real Estate Lease,  the
         Synthetic  Airplane  Lease Facility and the Synthetic  Equipment  Lease
         Facility on property leased  pursuant to the applicable  related leases
         as long  as such  Liens  do not  encumber  any  other  property  of the
         Borrower or any Subsidiary;

(vi)     Liens  encumbering  the  property  of an Excluded  Subsidiary  securing
         Indebtedness  of such Excluded  Subsidiary  incurred in accordance with
         the permissions of Section 6.01(a)(xii); and

(vii)    Liens,  in addition to the Liens  described in clauses (i) through (vi)
         of this Section  6.02,  provided that (A) as of the date a Lien created
         under the permissions of this clause (vii) attaches,  no Default exists
         or would result therefrom; (B) such Lien secures Indebtedness permitted
         to be incurred and secured in  accordance  with Section  6.01;  and (C)
         after  giving  effect  to the  creation  of the Lien in  question,  the
         aggregate amount of the Indebtedness secured by all Liens created under
         the  permissions of this clause (vii) shall at no time exceed an amount
         equal to 7.5% of the Asset  Value  determined  as of the most  recently
         completed fiscal quarter end.

SECTION 6.03.     Fundamental Changes.

(a) The Borrower will not, nor will it permit any  Subsidiary  to, merge into or
consolidate  with any other Person,  or permit any other Person to merge into or
consolidate  with it, or  liquidate or  dissolve,  except  that,  if at the time
thereof and immediately  after giving effect thereto no Default shall exist: (i)
any  Subsidiary  may  merge  into the  Borrower  in a  transaction  in which the
Borrower is the surviving  corporation,  (ii) any  Subsidiary  may merge into or
consolidate  with any other  Subsidiary  if the  surviving  Person  assumes  the
obligations of the applicable  Subsidiary under the Loan Documents,  if any, and
is solvent as  contemplated  under Section 3.15 hereunder after giving effect to
such merger or  consolidation,  except that a Significant  Subsidiary  that is a
Domestic  Subsidiary  may not be  merged  into or  consolidated  with a  Foreign
Subsidiary;  (iii) any  Excluded  Subsidiary  may  liquidate  or dissolve if its

                                      -50-

assets are transferred to Borrower or a Significant  Subsidiary and the Borrower
determines in good faith that such  liquidation  or  dissolution  is in the best
interests of the Borrower and is not materially  disadvantageous to the Lenders;
and (iv) Borrower or any Subsidiary may consolidate with or merge with any other
Person in connection with an acquisition permitted by Section 6.04.

(b) The  Borrower  will not,  and will not  permit any of the  Subsidiaries  to,
engage to any material  extent in any business other than businesses of the type
conducted by the Borrower and the  Subsidiaries on the date of execution of this
Agreement and businesses reasonably related thereto.

SECTION 6.04.     Investments, Loans, Advances, Guarantees and Acquisitions.
  The  Borrower  will  not,  and will not  permit  any of the  Subsidiaries  to,
purchase,  hold or acquire any Equity  Interests in or evidences of indebtedness
or other securities (including any option, warrant or other right to acquire any
of the  foregoing)  of,  make or  permit  to exist  any  loans or  advances  to,
Guarantee any  obligations  of, or make or permit to exist any investment or any
other  interest in, any other Person,  or purchase or otherwise  acquire (in one
transaction  or a  series  of  transactions)  any  assets  of any  other  Person
constituting a business unit, except:

(a)      Permitted Investments;

(b) investments, loans and advances existing on the date hereof and set forth on
Schedule 6.04;

(c) Loans and  advances  to  employees  for  business  expenses  incurred in the
ordinary course of business;

(d) Loans and advances by Borrower or any  Subsidiary  to any of the  Guarantors
made in accordance  with the  restrictions  set forth in Section 6.01;  provided
that, at the time any such loan or advance is made,  no Default  exists or would
result therefrom;

(e) Loans and  advances  by Borrower or any  Subsidiary  to any of its  directly
owned Excluded  Subsidiaries  made in accordance with the restrictions set forth
in Section  6.01;  provided  that,  at the time of any such advance or loan,  no
Default  exists or would  result  therefrom  and at no time  shall the  Excluded
Subsidiary  Loan and Guaranty  Amount  exceed the Excluded  Subsidiary  Loan and
Guaranty Limit;

(f) if no Default  exists,  Borrower and the  Subsidiaries  may make  additional
investments  in or purchase  Equity  Interest of a wholly owned  Subsidiary or a
newly created  Person  organized by Borrower or a Subsidiary  that,  immediately
after such  investment  or purchase,  will be a wholly owned  Subsidiary  if the
obligations  under Section 5.11 shall be fulfilled  and the aggregate  amount of
such contributions and investments made under the permissions of this clause (f)
does not exceed a Dollar Amount equal to $100,000 during the entire term of this
Agreement;

(g)  investments  by Foreign  Subsidiaries  which are held or made  outside  the
United States of the same or similar quality as the Permitted Investments;

(h) the Borrower or any Subsidiary (the "Acquiring  Company") may acquire assets
constituting a business unit of any Subsidiary (a "Transferring  Subsidiary") if
the Acquiring  Company assumes all the  Transferring  Subsidiary's  liabilities,

                                      -51-

including  without  limitation,  all liabilities of the Transferring  Subsidiary
under the Loan  Documents to which it is a party and if all of the capital stock
of the Transferring  Subsidiary is owned directly or indirectly by the Acquiring
Company (and,  following  such  assignment  and  assumption,  such  Transferring
Subsidiary  may  wind  up,  dissolve  and  liquidate)  except  that  no  Foreign
Subsidiary may acquire assets of a Domestic Subsidiary in such a transaction;

(i) If no Default exists or would result therefrom,  Borrower and any Subsidiary
may  acquire  all the  Equity  Interest  of any Person or the assets of a Person
constituting a business unit if:

(i)      The Target is involved in a similar type of business activities as the
         Borrower or the Subsidiary;

(ii)     If the proposed acquisition is an acquisition of the stock of a Target,
         the  acquisition  will be  structured  so that the Target will become a
         Subsidiary   wholly   and   directly   owned  by   Borrower   or  will,
         simultaneously  with the  acquisition  be  merged  into  Borrower  or a
         Subsidiary. If the proposed acquisition is an acquisition of a business
         unit,  the  acquisition  will  be  structured  so  that  Borrower  or a
         Subsidiary  wholly and  directly  owned by  Borrower  will  acquire the
         business unit;

(iii)    The  cash  portion  of  the  Purchase   Price  paid  for  the  proposed
         acquisition in question does not exceed  $75,000,000,  the cash portion
         of the Purchase Price for the proposed acquisition in question together
         with the cash portion of the Purchase Prices paid for all  acquisitions
         consummated  in the same  fiscal  year does not exceed a Dollar  Amount
         equal to  $100,000,000  and the  Purchase  Price paid for the  proposed
         acquisition in question  together with the Purchase Prices paid for all
         acquisitions  consummated  in the same  fiscal  year does not  exceed a
         Dollar Amount equal to $200,000,000;

(iv)      Borrower  shall have  provided to the Agent and each Lender at least 7
          Business Days prior to the date that the proposed acquisition is to be
          consummated  (but no earlier than 10 Business Days prior to such date)
          the  following:  (a) the name of the Target;  (b) a description of the
          nature of the Target's business;  and (c) a certificate of a Financial
          Officer of the Borrower (1) certifying that no Default exists or could
          reasonably   be  expected  to  occur  as  a  result  of  the  proposed
          acquisition,  and (2)  demonstrating  compliance with the criteria set
          forth in clause (iii) of this Section  6.04(i) and that both as of the
          date  of  any  such   acquisition  and   immediately   following  such
          acquisition  the Borrower is and on a pro forma basis projects that it
          will  continue to be, in compliance  with the  financial  covenants of
          this Agreement;

(v)       Such  acquisition  has been:  (i) in the event a corporation  or its
          assets is the Target, either (x) approved by the Board of Directors of
          the corporation  which is the Target, or (y) recommended by such Board
          of Directors to the  shareholders of such Target,  (ii) in the event a
          partnership  is the Target,  approved by a majority (by  percentage of
          voting  power) of the  partners of the  Target,  (iii) in the event an
          organization  or entity other than a corporation or partnership is the
          Target,  approved by a majority (by percentage of voting power) of the
          governing  body, if any, or by a majority (by  percentage of ownership
          interest)  of the  owners  of the  Target  or  (iv) in the  event  the

                                      -52-

          corporation,  partnership or other organization or entity which is the
          Target is in bankruptcy,  approved by the bankruptcy  court or another
          court of competent jurisdiction;

(j)       Guarantees constituting Indebtedness permitted by Section 6.01;

(k)       In  addition  to the  investments,  loans and  advances  permitted  by
          clauses (a) through (j) of this Section  6.04,  investments  in Equity
          Interests  issued by, and loans and  advances  to,  Persons  having an
          ongoing  business similar to or consistent with the Borrower's line of
          business; provided that, at any time of determination,  the sum of the
          aggregate  book  value of all  such  investments  plus  the  aggregate
          outstanding  principal  amount of all such  loans and  advances  shall
          never exceed a Dollar  Amount equal to five percent (5%) of the amount
          which,  in conformity  with GAAP,  would be included as  stockholders'
          equity  on  a   consolidated   balance   sheet  of  Borrower  and  the
          Subsidiaries; and

(l)       investments   received   in   connection   with  the   bankruptcy   or
          reorganization  of, or settlement of delinquent  accounts and disputes
          with, customers and suppliers,  in each case in the ordinary course of
          business.

SECTION 6.05.     Asset Sales; Equity Issuances.
  The Borrower will not, and will not permit any of the  Subsidiaries  to, sell,
transfer, lease or otherwise dispose of any asset, including any Equity Interest
owned by it, nor will the Borrower  permit any of the  Subsidiaries to issue any
additional Equity Interest in such Subsidiary, except:

(a) sales of inventory,  used or surplus equipment and Permitted  Investments in
the ordinary course of business and the sale,  lease or sublease of equipment to
customers in the ordinary course of business;

(b) sales,  transfers  and  dispositions  to the  Borrower  or a  Subsidiary  in
accordance with Section 6.04;

(c) a Subsidiary may sell preferred Equity Interest issued by such Subsidiary in
accordance with the limitations set forth in Section 6.01(b); and

(d) sales,  transfers and other dispositions of assets that are not permitted by
any other clause of this Section  6.05 (such other  sales,  transfers  and other
dispositions  herein the  "Dispositions");  if: (1) after giving  effect to such
Disposition,  the aggregate  book value of all such assets sold,  transferred or
otherwise  disposed  of in the same fiscal  year under the  permissions  of this
clause (d) would not  exceed  10% of the  Consolidated  Total  Assets,  with the
Consolidated Total Assets determined as of the end of the immediately  preceding
fiscal  year;  (2) after  giving  effect to the  Disposition,  the assets  sold,
transferred  or  otherwise  disposed  of in  the  same  fiscal  year  under  the
permissions  of this  clause  (d) did not  contribute  in  excess  of 15% of the
Consolidated  Net Income of the Borrower  before income taxes and interest,  for
the prior fiscal  year;  and (3) after giving  effect to such  Disposition,  the
aggregate book value of all assets sold,  transferred  or otherwise  disposed of
under the  permissions  of this clause (d) for the entire term of this Agreement
would not exceed, as of the date of determination,  25% of the Accumulated Total
Assets.  The  term  "Accumulated  Total  Assets"  means,  the  sum of (x) 25% of
Consolidated  Total Assets  determined  as of  September  30, 1999 plus (ii) the

                                      -53-

cumulative sum of the increase (or decrease) in Consolidated  Total Assets as of
the end of each  subsequent  fiscal  year  prior to the  date of  determination.
Notwithstanding the foregoing,  the Borrower may make a Disposition and the book
value of the  assets  shall not be  required  to be  included  in the  foregoing
computation  if the  Borrower  shall,  within one year  after such  Disposition,
invest the net proceeds  thereof in other tangible  property of a similar nature
and at least equivalent value (whether new,  additional or replacement  property
but excluding  property purchased as part of regular upkeep and maintenance) for
use in the business of the Borrower and by Subsidiaries;

provided  that all sales,  transfers,  leases and other  dispositions  permitted
hereby  (other than those  permitted by clause (b) above) shall be made for fair
value.

SECTION 6.06.     Sale and Leaseback Transactions.
  The Borrower will not, and will not permit any of the  Subsidiaries  to, enter
into any arrangement,  directly or indirectly, whereby it shall sell or transfer
any  property,  real or personal,  used or useful in its  business,  whether now
owned or hereinafter  acquired,  and  thereafter  rent or lease such property or
other  property  that it intends to use for  substantially  the same  purpose or
purposes as the property  sold or  transferred,  except for any such sale of any
fixed or capital  assets  that is made for cash  consideration  in an amount not
less than the cost of such fixed or capital asset and is  consummated  within 90
days  after  the  Borrower  or  such   Subsidiary   acquires  or  completes  the
construction  of such fixed or capital asset and the lease  thereof  pursuant to
the Synthetic Equipment Lease Facility, the Synthetic Airplane Lease Facility or
the Synthetic Real Estate Lease.

SECTION 6.07.     Hedging Agreements.
  The Borrower will not, and will not permit any of the  Subsidiaries  to, enter
into any  Hedging  Agreement,  other than the Equity  Forward  Agreement,  other
Synthetic  Purchase  Agreements  permitted by Sections  6.01(a)(xiii)  and other
Hedging  Agreements  entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business and the management of its liabilities.

SECTION 6.08.     Restricted Payments; Certain Payments of Indebtedness.

(a) The Borrower  will not,  nor will it permit any  Subsidiary  to,  declare or
make, or agree to pay or make,  directly or indirectly,  any Restricted Payment,
or incur any  obligation  (contingent  or  otherwise)  to do so,  except (i) the
Borrower may purchase or redeem its capital  stock as long as no Default  exists
or would result  therefrom  (including,  any Default  arising as a result of the
violation of Section  7.01),  (ii)  Subsidiaries  may declare and pay  dividends
ratably with respect to their capital  stock,  and (iii)  Subsidiaries  may make
payment in respect of preferred  Equity Interest issued under the permissions of
Section 6.01(b) when such payments become due.

(b) The Borrower will not, nor will it permit any  Subsidiary  to, make or agree
to pay or make,  directly  or  indirectly,  any  payment  or other  distribution
(whether in cash  securities or other property) of or in respect of principal of
or interest on any Indebtedness,  or any payment or other distribution  (whether
in cash,  securities or other  property),  including any sinking fund or similar
deposit,  on  account  of the  purchase,  redemption,  retirement,  acquisition,
cancellation or termination of any Indebtedness, except:

                                      -54-

(i)      payment of Indebtedness created under the Loan Documents;

(ii)     payment of regularly  scheduled  interest and principal payments as and
         when due in respect of any Indebtedness, other than payments in respect
         of the  Subordinated  Debt prohibited by the  subordination  provisions
         thereof;

(iii)    refinancings of Indebtedness to the extent permitted by Section 6.01;

(iv)     payment of secured  Indebtedness  that  becomes  due as a result of the
         voluntary  sale or transfer of the  property  or assets  securing  such
         Indebtedness; and

(v)      Subsidiaries  may make payment in respect of preferred  Equity Interest
         issued under the  permissions  of Section  6.01 (b) when such  payments
         become due.

(c) Neither the Borrower nor any Subsidiary  shall enter into or be party to, or
make any payment under, any Synthetic  Purchase Agreement (other than the Equity
Forward  Agreement and any other Synthetic  Purchase  Agreement  entered into in
compliance with Section  6.01(a)(xiii))  unless (i) in the case of any Synthetic
Purchase Agreement related to any Equity Interest,  (A) the payments required to
be made  thereunder are limited to the $1,000,000 and (B) the obligations of the
Borrower and the  Subsidiaries  thereunder are  subordinated to the Indebtedness
and other  obligations  arising  hereunder and under the other Loan Documents on
terms satisfactory to the Required Lenders and (ii) in the case of any Synthetic
Purchase  Agreement related to any subordinated  Indebtedness,  (A) the payments
required to be made thereunder are limited to the amount permitted under Section
6.08 (b) of this  Agreement  and (B) the  obligations  of the  Borrower  and the
Subsidiaries   thereunder  are   subordinated  to  the  Indebtedness  and  other
obligations arising hereunder and under the other Loan Documents to at least the
same extent as the  subordinated  Indebtedness to which such Synthetic  Purchase
Agreement  relates.  The Borrower shall promptly  deliver to the Agent a copy of
any Synthetic Purchase Agreement to which it becomes party.

SECTION 6.09.     Transactions with Affiliates.
  The Borrower will not, nor will it permit any  Subsidiary  to, sell,  lease or
otherwise  transfer any  property or assets to, or purchase,  lease or otherwise
acquire  any  property  or  assets  from,  or  otherwise  engage  in  any  other
transactions  with,  any of  its  Affiliates,  except  (a)  transactions  in the
ordinary  course of business that are at prices and on terms and  conditions not
less favorable to the Borrower or such  Subsidiary  than could be obtained on an
arm's-length basis from unrelated third parties,  and (b) any Restricted Payment
permitted by Section 6.08.

SECTION 6.10.     Restrictive Agreements.
  The  Borrower  will not,  nor will it permit any  Subsidiary  to,  directly or
indirectly,  enter  into,  incur or  permit  to  exist  any  agreement  or other
arrangement  that  prohibits,  restricts or imposes any  condition  upon (a) the
ability of the Borrower or any  Subsidiary  to create,  incur or permit to exist
any  Lien  upon  any of its  property  or  assets,  or (b)  the  ability  of any
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital  stock or to make or repay loans or advances to the  Borrower or any
other  Subsidiary  or to  Guarantee  Indebtedness  of the  Borrower or any other
Subsidiary;  provided that (i) the foregoing shall not apply to restrictions and

                                      -55-

conditions imposed by law or by any Loan Document,  (ii) the foregoing shall not
apply to restrictions and conditions  existing on the date hereof  identified on
Schedule  6.10 (but shall apply to any extension or renewal of, or any amendment
or  modification  expanding the scope of, any such  restriction  or  condition),
(iii) the foregoing  shall not apply to customary  restrictions  and  conditions
contained in agreements  relating to the sale of a Subsidiary pending such sale,
provided such  restrictions  and conditions apply only to the Subsidiary that is
to be sold  and  such  sale  is  permitted  hereunder,  (iv)  clause  (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating  to  secured   Indebtedness   permitted  by  this   Agreement  if  such
restrictions  or conditions  apply only to the property or assets  securing such
Indebtedness  and (v) clause (a) of the  foregoing  shall not apply to customary
provisions in leases restricting the assignment thereof.

SECTION 6.11.     Amendment of Organizational Documents.
  The Borrower will not, nor will it permit any Subsidiary to, amend,  modify or
waive any of its rights under its certificate of incorporation, by-laws or other
organizational documents in a manner that would have a Material Adverse Affect.

SECTION 6.12.     Subordinated Debt Documents.
  Borrower will not and will not permit any  Subsidiaries to change or amend the
terms of the Subordinated Debt Documents, if the effect of such amendment is to:
(a) increase the interest rate on the Subordinated Debt; (b) shorten the time of
payments of principal or interest due under the Subordinated Debt Documents; (c)
change any event of default or any  covenant  to a  materially  more  onerous or
restrictive provision;  (d) change the subordination  provisions thereof (or the
subordination terms of any guaranty thereof); (e) change or amend any other term
if such change or amendment  would  materially  increase the  obligations of the
obligor or confer additional  material rights on the holders of the Subordinated
Debt in a manner  materially  adverse to Agent or any Lender as senior creditors
or the interests of the Lenders under this  Agreement or any other Loan Document
in any  respect;  or (f) in any manner amend any term of any  Subordinated  Debt
Document  relating to the  prohibition of the creation or assumption of any Lien
upon the  properties or assets of Borrower or any  Subsidiary or relating to the
prohibition  of  creation,   existence  or   effectiveness   of  any  consensual
encumbrance  or  restriction of any kind on the ability of any Subsidiary to (i)
pay  dividends or make any other  distribution;  (ii)  subject to  subordination
provisions, pay any Indebtedness owed to Borrower or any Subsidiary;  (iii) make
loans or advances to Borrower or any  Subsidiary;  or (iv)  transfer  any of its
property or assets to Borrower or any Subsidiary.

SECTION 6.13.     Senior Note Documents.
  Borrower will not and will not permit any  Subsidiaries to change or amend the
terms of the Senior Note  Documents,  if the effect of such amendment is to: (a)
increase the interest rate on the Senior Notes; (b) shorten the time of payments
of  principal or interest  due under the Senior Note  Documents;  (c) change any
event of default or any  covenant to a materially  more  onerous or  restrictive
provision;  (d) change or amend any other term if such change or amendment would
materially increase the obligations of the obligor or confer additional material
rights on the holders the Senior Notes in a manner  materially  adverse to Agent
or any Lender as senior  creditors or the  interests  of the Lenders  under this
Agreement or any other Loan Document in any respect;  or (e) in any manner amend
any term of any Senior Note Document relating to the prohibition of the creation
or  assumption  of any Lien upon the  properties  or assets of  Borrower  or any
Subsidiary   or  relating  to  the   prohibition   of  creation,   existence  or
effectiveness  of any  consensual  encumbrance or restriction of any kind on the
ability of any  Subsidiary to (i) pay dividends or make any other  distribution;

                                      -56-

(ii) subject to subordination provisions,  pay any Indebtedness owed to Borrower
or any  Subsidiary;  (iii) make loans or advances to Borrower or any Subsidiary;
or (iv) transfer any of its property or assets to Borrower or any Subsidiary.

SECTION 6.14.     Change in Fiscal Year.
  Borrower will not change the manner in which either the last day of its fiscal
year or the last days of the first three  fiscal  quarters of its fiscal year is
calculated.

                                  ARTICLE VII.

                               Financial Covenants

         Until the  Revolving  Commitments  have expired or  terminated  and the
principal of and interest on each Loan and all fees payable  hereunder have been
paid in full and all Letters of Credit  have  expired or  terminated  and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

SECTION 7.01.     Consolidated Tangible Net Worth.
  The Borrower will at all times  maintain  Consolidated  Tangible Net Worth (as
defined below) in an amount not less than the sum of (a) $280,000,000;  plus (b)
50% of the Borrower's  Consolidated Net Income for the period from September 30,
1999,  through the fiscal quarter to have  completely  elapsed as of the date of
determination;  plus  (c) 100% of the net cash  proceeds  of any sale of  Equity
Interests  or other  contributions  to the capital of the  Borrower  received by
Borrower  since  September  30,  1999,   calculated  without   duplication.   If
Consolidated  Net Income for a fiscal  quarter is zero or less, no adjustment to
the requisite level of Consolidated Tangible Net Worth shall be made. As used in
this Agreement, the following terms have the following meanings:

                  "Consolidated Net Income" means, for any period and any Person
         (a "Subject Person"), such Subject Person's consolidated net income (or
         loss)   determined   in  accordance   with  GAAP,   but  excluding  any
         extraordinary,  nonrecurring,  nonoperating or noncash gains or losses,
         including or in addition, the following:

                    (i)  the  income  (or  loss)  of any  Person  (other  than a
               subsidiary)  in which the Subject  Person or a subsidiary  has an
               ownership interest;  provided, however, that (A) Consolidated Net
               Income  shall  include  amounts  in respect of the income of such
               when  actually  received  in cash by the  Subject  Person or such
               subsidiary in the form of dividends or similar  distributions and
               (B)  Consolidated  Net Income  shall be reduced by the  aggregate
               amount of all investments,  regardless of the form thereof,  made
               by the Subject Person or any of its  subsidiaries  in such Person
               for the purpose of funding any deficit or loss of such Person;

                    (ii) the income of any  subsidiary to the extent the payment
               of such income in the form of a distribution  or repayment of any
               Indebtedness  to  the  Subject  Person  or a  subsidiary  is  not
               permitted,  whether  on account of any  restriction  in  by-laws,
               articles of  incorporation  or similar  governing  document,  any

                                      -57-

          agreement or any law, statute, judgment, decree or governmental order,
          rule or regulation applicable to such subsidiary;

                    (iii)  any  gains or  losses  accrued  on  foreign  currency
               receivables or on foreign currency payables of the Subject Person
               or a  subsidiary  organized  under the laws of the United  States
               which are not realized in a cash transaction;

                    (iv) the income or loss of any foreign  subsidiary or of any
               foreign  Person  (other than a  subsidiary)  in which the Subject
               Person or subsidiary has an ownership interest to the extent that
               the equivalent Dollar Amount of the income contains  increases or
               decreases due to the fluctuation of a foreign  currency  exchange
               rate after the Effective Date;

                    (v) the income or loss of any Person acquired by the Subject
               Person or a  subsidiary  for any period prior to the date of such
               acquisition;

                    (vi)  the  income  from  any sale of  assets  in  which  the
               accounting  basis of such  assets  had been the book value of any
               Person  acquired by the Subject  Person or a subsidiary  prior to
               the date such Person  became a  subsidiary  or was merged into or
               consolidated with the Subject Person or a subsidiary; and

                    (vii) when determining  Consolidated Net Income for Borrower
               and for any period  which  includes  the  second or third  fiscal
               quarters of the 1999  fiscal  year,  any of the  special  charges
               recorded  in  the  applicable  fiscal  quarter  relating  to  the
               Borrower's  acquisition of May & Speh and the write down of other
               impaired assets.

                  The gains or  losses  of the type  described  in  clauses  (i)
         through (vi) of this  definition  shall only be excluded in determining
         consolidated net income if the aggregate amount of such gains or losses
         exceed,  in either case  (i.e.,  gains or  losses),  $1,000,000  in the
         period of  calculation.  If a gain or loss is to be  excluded  from the
         calculation  of  consolidated  net  income  pursuant  to the  foregoing
         $1,000,000  threshold,  the whole gain or loss shall be  excluded,  not
         just that amount in excess of the threshold.

                  "Consolidated  Tangible Net Worth"  means,  at any  particular
         time, the sum of (i) all amounts which, in conformity with GAAP,  would
         be included as stockholders'  equity on a consolidated balance sheet of
         the Borrower and the Subsidiaries; minus (ii) the sum of the following:
         (a) the amount by which stockholders'  equity has been increased by the
         write-up  of any  asset  of the  Borrower  and the  Subsidiaries  after
         September  30,  1999,  plus (b) the amount of net  deferred  income tax
         assets  (less  adjustments  included in  Consolidated  Net Income after
         September 30, 1999),  plus (c) any cash held in a sinking fund or other

                                     -58-

         analogous fund established for the purpose of redemption, retirement or
         prepayment of capital stock or  Indebtedness,  plus (d) the  cumulative
         foreign currency  translation  adjustment (less adjustments included in
         Consolidated Net Income after September 30, 1999),  plus (e) the amount
         at which shares of capital stock of the Borrower is contained among the
         assets  on the  consolidated  balance  sheet  of the  Borrower  and the
         Subsidiaries,  plus (f) the amount of any preferred stock,  plus (g) to
         the extent included in clause (i) above of this definition,  the amount
         properly  attributable  to the  minority  interests,  if any,  of other
         Persons in the stock, additional paid-in capital, and retained earnings
         of the  Subsidiaries,  plus (h) the amount of intangible assets carried
         on the  balance  sheet  of the  Borrower  at such  date  determined  in
         accordance  with  GAAP on a  consolidated  basis,  including  goodwill,
         patents,  trademarks,  tradenames,  organizational  expenses,  deferred
         financing changes, debt acquisition costs, start up costs, preoperating
         costs, prepaid pension costs, or any other similar deferred charges but
         not including  deferred charges  relating to data processing  contracts
         and software development costs.

SECTION 7.02.     Leverage Ratio.
  As of the last day of each fiscal  quarter,  the Borrower shall not permit the
ratio of Total  Indebtedness as of such date to Adjusted EBITDA for the four (4)
Fiscal  Quarters then ended to exceed 2.00 to 1.00.  As used in this  Agreement,
the following terms have the following meanings:

                  "Adjusted   EBITDA"  means,   for  any  period  (the  "Subject
         Period"), the total of the following calculated without duplication for
         such period: (a) Borrower's EBITDA; plus (b), on a pro forma basis, the
         pro forma EBITDA of each Prior Target or, as applicable,  the EBITDA of
         a Prior  Target  attributable  to the assets  acquired  from such Prior
         Target,  for any portion of such Subject Period  occurring prior to the
         date of the  acquisition of such Prior Target or the related assets but
         only to the extent such EBITDA for such Prior Target can be established
         in a manner satisfactory to the Agent based on financial  statements of
         the Prior Target prepared in accordance with GAAP; minus (c) the EBITDA
         of each Prior Company and, as applicable but without  duplication,  the
         EBITDA  of  Borrower  and each  Subsidiary  attributable  to all  Prior
         Assets,  in each case for any portion of such Subject Period  occurring
         prior to the date of the  disposal  of such  Prior  Companies  or Prior
         Assets.

                  "EBITDA"  means,  for any period and any Person,  the total of
         the following  each  calculated  without  duplication on a consolidated
         basis for such  period:  (a)  Consolidated  Net Income  (as  defined in
         Section  7.01);  plus (b) any  provision for (or less any benefit from)
         income or franchise  taxes  included in  determining  Consolidated  Net
         Income;  plus (c) interest  expense  (including the interest portion of
         Capital Lease  Obligations)  deducted in determining  Consolidated  Net
         Income;  plus (d)  amortization  and  depreciation  expense deducted in
         determining Consolidated Net Income.

                  "Prior Target" means all Targets acquired or whose assets have
         been acquired in a in a transaction permitted by Section 6.04.

                  "Prior  Company" means any  Subsidiary  whose capital stock or
         other equity  interests have been disposed of, or all or  substantially

                                     -59-

         all of  whose  assets  have  been  disposed  of,  in  each  case,  in a
         transaction  with an  unaffiliated  third party  approved in accordance
         with this Agreement.

                  "Prior  Assets"  means assets that have been  disposed of by a
         division or branch of Borrower or a Subsidiary in a transaction with an
         unaffiliated  third party  approved in accordance  with this  Agreement
         which would not make the seller a "Prior Company" but constitute all or
         substantially all of the assets of such division or branch.

                  "Total Indebtedness" means, at the time of determination,  the
         sum of the following  determined for Borrower and the Subsidiaries on a
         consolidated basis (without  duplication):  (a) the average outstanding
         Loans under this Agreement for the four fiscal quarter period ending on
         the date of determination  (computed on the basis of the simple average
         of the balances  outstanding  as of each fiscal quarter end during such
         period);  plus (b) all obligations  for borrowed money,  other than the
         Loans,  or with  respect to deposits or advances of any kind;  plus (c)
         all obligations of such Person evidenced by bonds,  notes,  debentures,
         or  other  similar  instruments,  other  than the  Loans;  plus (d) all
         obligations of such Person upon which interest  charges are customarily
         paid,  other than the Loans;  (e) all  obligations of such Person under
         conditional  sale or  other  title  retention  agreements  relating  to
         property acquired by such Person, (f) all obligations of such Person in
         respect  of  the  deferred  purchase  price  of  property  or  services
         (excluding  current accounts payable incurred in the ordinary course of
         business),  (g) all  obligations of others secured by (or for which the
         holder  of  such  obligations  has an  existing  right,  contingent  or
         otherwise,  to be secured by) any Lien on property owned or acquired by
         such Person,  whether or not the obligations  secured thereby have been
         assumed  (provided  that for  purposes of this clause (g) the amount of
         any such  Indebtedness  shall be deemed not to exceed the higher of the
         market  value or the book value of such  assets),  plus (h) all Capital
         Lease Obligations;  plus (i) all obligations,  contingent or otherwise,
         of such Person as an account  party in respect of letters of credit and
         letters of guaranty, plus (j) all obligations, contingent or otherwise,
         of such  Person  in  respect  of  bankers'  acceptances,  plus  (k) all
         obligations,  contingent or  otherwise,  for the payment of money under
         any noncompete,  consulting or similar  agreement entered into with the
         seller of a Target or any other similar arrangements  providing for the
         deferred payment of the purchase price for an acquisition; plus (l) all
         Indebtedness   arising  in  connection  with  Hedging   Agreements  and
         preferred Equity Interests; minus (m) to the extent included in clauses
         (a)  through  (l) of  this  definition,  the  amount  reflected  on the
         Borrower's consolidated balance sheet as software license liabilities.

SECTION 7.03.     Fixed Charge Coverage.
           As of the last day of each fiscal  quarter,  the  Borrower  shall not
permit the ratio of:

(a) the sum of the following for Borrower and the  Subsidiaries  calculated on a
consolidated  basis  in  accordance  with  GAAP  for  the  period  of  four  (4)
consecutive  fiscal quarters then ended:  (i) EBITDA;  plus (ii) operating lease
rentals (including,  rentals from operating leases treated as financings for all
purposes  other  than  accounting  purposes),   plus  (iii)  software  licensing
payments,  minus  (iv)  Capital  Expenditures,  minus (v) all  expenditures  for
software development to

(
                                     -60-

b) the Fixed  Charges for the period of four (4)  consecutive  fiscal  quarters
then ended

to be less than:

(i)      1.25 to 1.00 as of the last day of each fiscal quarter occurring during
         the period from the Effective  Date through and including  December 31,
         2000 and

(ii)     1.35 to 1.00 as of the last day of each fiscal quarter occurring after
         January 1, 2001.

As used in this Section 7.03,  "Fixed Charges" means for any period,  the sum of
the following for the Borrower and the Subsidiaries calculated on a consolidated
basis without duplication for such period: (a) the aggregate amount of interest,
including   payments  in  the  nature  of  interest  under   Capitalized   Lease
Obligations; (b) the scheduled amortization of Indebtedness paid or payable; (c)
operating  lease rentals  (including,  rentals from operating  leases treated as
financings for all purposes other than accounting purposes);  (d) all dividends,
redemptions,  and other  distributions  made by  Borrower  on  account of Equity
Interests;  (e) payments on leases or other  obligations  assumed from customers
under  service  agreements  to the extent such  arrangements  are not treated as
operating  leases,  Capital Lease  Obligations or long term debt; and (f) to the
extent not  included in clauses (a)  through  (e) of this  definition,  software
licensing payments.

SECTION 7.04.     Asset Coverage.
               The Borrower  shall not at any time permit the ratio of the Asset
Value to Senior Debt to be less than 2.00 to 1.00. As used in this Section 7.04,
(a) the term "Asset Value" means,  as of the date of  determination,  the sum of
the book values of the following for Borrower and the Subsidiaries calculated on
a consolidated basis: (i) trade accounts receivable and (ii) property, plant and
equipment net of  accumulated  depreciation  and  amortization  and (b) the term
"Senior  Debt" means,  at the time of  determination,  the sum of the  following
determined  for  Borrower  and  the  Subsidiaries  on  a  consolidated  (without
duplication):  (a) the average  outstanding  Loans under this  Agreement for the
four fiscal quarter period ending on the date of determination  (computed on the
basis of the  simple  average  of the  balances  outstanding  as of each  fiscal
quarter end during such period);  plus (b) all  obligations  for borrowed money,
other than the Loans,  or with respect to deposits or advances of any kind; plus
(c) all obligations of such Person  evidenced by bonds,  notes,  debentures,  or
other similar  instruments,  other than the Loans;  plus (d) all  obligations of
such Person upon which interest  charges are  customarily  paid,  other than the
Loans; (e) all obligations of such Person under  conditional sale or other title
retention  agreements  relating to property  acquired  by such  Person,  (f) all
obligations of such Person in respect of the deferred purchase price of property
or services  (excluding current accounts payable incurred in the ordinary course
of business),  (g) all obligations of others secured by (or for which the holder
of such  obligations  has an existing  right,  contingent  or  otherwise,  to be
secured by) any Lien on property  owned or acquired by such  Person,  whether or
not the  obligations  secured  thereby  have  been  assumed  (provided  that for
purposes of this clause (g) the amount of any such Indebtedness  shall be deemed
not to exceed the higher of the market value or the book value of such  assets),
plus (h) all Capital Lease Obligations; plus (i) all obligations,  contingent or
otherwise,  of such  Person as an account  party in respect of letters of credit

                                     -61-

and letters of guaranty,  plus (j) all obligations,  contingent or otherwise, of
such  Person in  respect  of  bankers'  acceptances,  plus (k) all  obligations,
contingent  or  otherwise,  for the  payment  of  money  under  any  noncompete,
consulting or similar  agreement entered into with the seller of a Target or any
other similar  arrangements  providing for the deferred  payment of the purchase
price for an acquisition;  plus (l) all Indebtedness  arising in connection with
Hedging Agreements; minus (m), to the extent included in clauses (a) through (l)
of this  definition,  the  sum of (x) the  amount  reflected  on the  Borrower's
consolidated   balance  sheet  as  software  license  liabilities  and  (y)  any
Indebtedness  which by its  terms is  subordinated  in right of  payment  to the
Loans.

                                 ARTICLE VIII.

                                Events of Default

         If any of the following events ("Events of Default") shall occur:

(a)  the  Borrower  shall  fail  to  pay  any  principal  of  any  Loan  or  any
reimbursement  obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

(b) the  Borrower  shall fail to pay any  interest on any Loan or any fee or any
other amount  (other than an amount  referred to in clause (a) of this  Article)
payable under this  Agreement or any other Loan  Document,  when and as the same
shall become due and payable,  and such failure shall continue  unremedied for a
period of three Business Days;

(c) any  representation,  warranty or certification made or deemed made by or on
behalf of the  Borrower  or any  Subsidiary  in or in  connection  with any Loan
Document or any amendment or modification  thereof or waiver  thereunder,  or in
any  report,  certificate,  financial  statement  or  other  document  furnished
pursuant  to or in  connection  with  any  Loan  Document  or any  amendment  or
modification thereof or waiver thereunder, shall prove to have been incorrect in
any material respects when made or deemed made;

(d) the  Borrower  shall fail to observe or perform any  covenant,  condition or
agreement  contained in Section 5.02, 5.03 (with respect to the existence of the
Borrower) or 5.10 or in Article VI or Article VII;

(e) the Borrower or any Guarantor shall fail to observe or perform any covenant,
condition  or  agreement  contained  in any  Loan  Document  (other  than  those
specified in clause (a),  (b) or (d) of this  Article),  and such failure  shall
continue  unremedied for a period of 30 days after notice thereof from the Agent
to the Borrower (which notice will be given at the request of any Lender);

(f) the Borrower or any  Subsidiary  shall fail to make any payment  (whether of
principal  or  interest  and  regardless  of amount) in respect of any  Material
Indebtedness,  (including, Indebtedness arising in connection with the Synthetic
Equipment  Lease Facility and the Synthetic Real Property Lease) when and as the
same shall become due and payable;

(g) any event or  condition  occurs that  results in any  Material  Indebtedness
(including,  Indebtedness  arising in connection  with the  Synthetic  Equipment
Lease Facility and the Synthetic Real Property  Lease) becoming due prior to its
scheduled  maturity  or that  enables  or  permits  the holder or holders of any
Material  Indebtedness  or any trustee or agent on its or their  behalf to cause
any  Material  Indebtedness  to  become  due,  or  to  require  the  prepayment,

                                     -62-

repurchase,  redemption or defeasance thereof,  prior to its scheduled maturity;
provided  that this  clause  (g) shall not apply to  secured  Indebtedness  that
becomes due as a result of the  voluntary  sale or  transfer of the  property or
assets securing such Indebtedness;

(h) an  involuntary  proceeding  shall be commenced or an  involuntary  petition
shall be filed  seeking  (i)  liquidation,  reorganization  or other  relief  in
respect of the Borrower or any Subsidiary or its debts, or of a substantial part
of its  assets,  under any  Federal,  state or foreign  bankruptcy,  insolvency,
receivership  or similar law now or hereafter in effect or (ii) the  appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue  undismissed for 60
days or an order or decree  approving or ordering any of the foregoing  shall be
entered;

(i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding
or file any petition seeking  liquidation,  reorganization or other relief under
any Federal,  state or foreign bankruptcy,  insolvency,  receivership or similar
law now or hereafter in effect,  (ii) consent to the  institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article,  (iii) apply for or consent to the appointment of
a receiver,  trustee, custodian,  sequestrator,  conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against it
in any such  proceeding,  (v)  make a  general  assignment  for the  benefit  of
creditors  or (vi) take any  action  for the  purpose  of  effecting  any of the
foregoing;

(j) the Borrower or any  Subsidiary  shall become  unable,  admit in writing its
inability, or fail generally to pay its debts as they become due;

(k) one or more  judgments  for the payment of money in an  aggregate  amount in
excess of $5,000,000 shall be rendered  against the Borrower,  any Subsidiary or
any combination  thereof and the same shall remain  undischarged for a period of
30 consecutive days during which execution shall not be effectively  stayed,  or
any action shall be legally taken by a judgment  creditor to attach or levy upon
any assets of the Borrower or any Subsidiary to enforce any such judgment;

(l) an ERISA  Event shall have  occurred  that,  in the opinion of the  Required
Lenders,  when taken  together  with all other ERISA Events that have  occurred,
could or does result in a liability equal to or in excess of $5,000,000 or could
reasonably be expected to result in a Material Adverse Effect;

(m)      a Change in Control shall occur; or

(n) an event of default or event of  termination  shall  occur  under the Equity
Forward Agreement;

then,  and in every such event (other than an event with respect to the Borrower
described  in clause  (h) or (i) of this  Article),  and at any time  thereafter
during the  continuance of such event,  the Agent may, and at the request of the
Required  Lenders shall,  by notice to the Borrower,  take either or both of the
following  actions,  at the same or different times: (i) terminate the Revolving

                                     -63-

Commitments,   and   thereupon  the  Revolving   Commitments   shall   terminate
immediately,  and (ii) declare the Loans then  outstanding to be due and payable
in whole (or in part,  in which case any principal not so declared to be due and
payable may  thereafter  be declared to be due and  payable),  and thereupon the
principal of the Loans so declared to be due and payable,  together with accrued
interest  thereon and all fees and other  obligations  of the  Borrower  accrued
hereunder, shall become due and payable immediately, without notice of intent to
accelerate, notice of acceleration, presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower;  and in case of any
event  with  respect  to the  Borrower  described  in clause  (h) or (i) of this
Article,  the  Revolving  Commitments  shall  automatically  terminate  and  the
principal of the Loans then outstanding,  together with accrued interest thereon
and all fees and other  obligations  of the Borrower  accrued  hereunder,  shall
automatically  become due and payable,  without  notice of intent to accelerate,
notice of  acceleration,  presentment,  demand,  protest or other  notice of any
kind, all of which are hereby waived by the Borrower.

                                  ARTICLE IX.

                                      Agent

         Each of the Lenders and the Issuing  Bank hereby  irrevocably  appoints
the Agent as its  agent and  authorizes  the Agent to take such  actions  on its
behalf and to exercise  such powers as are  delegated  to it by the terms of the
Loan  Documents,  together  with  such  actions  and  powers  as are  reasonably
incidental thereto.

         The bank serving as the Agent  hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the  Agent,  and such bank and its  Affiliates  may accept
deposits from,  lend money to and generally  engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate  thereof as if it were not the
Agent hereunder.

         The  Agent  shall  not have any  duties  or  obligations  except  those
expressly set forth in the Loan  Documents.  Without  limiting the generality of
the  foregoing,  (a) the Agent  shall not be subject to any  fiduciary  or other
implied duties,  regardless of whether a Default has occurred and is continuing,
(b) the  Agent  shall  not have any duty to take  any  discretionary  action  or
exercise  any  discretionary  powers,  except  discretionary  rights  and powers
expressly  contemplated  by the Loan  Documents  that the Agent is  required  to
exercise in writing by the Required  Lenders (or such other number or percentage
of the  Lenders as shall be  necessary  under the  circumstances  as provided in
Section 10.02), and (c) except as expressly set forth in the Loan Documents, the
Agent  shall not have any duty to  disclose,  and  shall  not be liable  for the
failure  to  disclose,   any  information   relating  to  the  Borrower  or  any
Subsidiaries that is communicated to or obtained by the bank serving as Agent or
any of its  Affiliates  in any  capacity.  The Agent shall not be liable for any
action  taken or not  taken  by it with the  consent  or at the  request  of the
Required  Lenders (or such other number or percentage of the Lenders as shall be
necessary  under the  circumstances  as  provided  in  Section  10.02) or in the
absence of its own gross negligence or willful  misconduct.  The Agent shall not
be deemed to have  knowledge  of any  Default  unless and until  written  notice
thereof is given to the Agent by the  Borrower or a Lender,  and the Agent shall
not be  responsible  for or have any duty to  ascertain  or inquire into (i) any
statement,  warranty or  representation  made in or in connection  with any Loan
Document,  (ii) the  contents  of any  certificate,  report  or  other  document

                                     -64-

delivered  thereunder  or in  connection  therewith,  (iii) the  performance  or
observance of any of the covenants,  agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability,  effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document,  other than to confirm receipt of items expressly required to
be delivered to the Agent.

         The  Agent  shall be  entitled  to rely  upon,  and shall not incur any
liability  for  relying  upon,  any  notice,  request,   certificate,   consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been  signed or sent by the proper  Person.  The Agent also may rely
upon any  statement  made to it orally or by telephone  and believed by it to be
made by the  proper  Person,  and  shall not incur  any  liability  for  relying
thereon.  The Agent may consult  with legal  counsel (who may be counsel for the
Borrower),  independent  accountants and other experts selected by it, and shall
not be liable for any  action  taken or not taken by it in  accordance  with the
advice of any such counsel, accountants or experts.

         The Agent may  perform any and all its duties and  exercise  its rights
and powers by or through any one or more sub-agents  appointed by the Agent. The
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their  respective  Related  Parties.  The  exculpatory
provisions of the preceding  paragraphs shall apply to any such sub-agent and to
the  Related  Parties of the Agent and any such  sub-agent,  and shall  apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as the Agent.

         Subject to the appointment and acceptance of a successor as provided in
this paragraph,  the Agent may resign at any time by notifying the Lenders,  the
Issuing Bank and the Borrower.  Upon any such resignation,  the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor.
If no successor  shall have been so appointed by the Required  Lenders and shall
have accepted  such  appointment  within 30 days after the retiring  Agent gives
notice of its resignation, then the retiring Agent may, on behalf of the Lenders
and the Issuing  Bank,  appoint a successor  Agent.  Upon the  acceptance of its
appointment as the Agent hereunder by a successor,  such successor shall succeed
to and become vested with all the rights,  powers,  privileges and duties of the
retiring  Agent,  and the retiring Agent shall be discharged from its duties and
obligations  hereunder.  The fees payable by the  Borrower to a successor  Agent
shall be the same as those payable to its predecessor  unless  otherwise  agreed
between  the  Borrower  and  such  successor.   After  the  Agent's  resignation
hereunder,  the  provisions of this Article and Section 10.03 shall  continue in
effect  for the  benefit  of such  retiring  Agent,  its  sub-agents  and  their
respective  Related  Parties in respect  of any  actions  taken or omitted to be
taken by any of them while it was acting as the Agent.

         Each  Lender  acknowledges  that  it  has,  independently  and  without
reliance upon the Agent,  any other Lender or any of their  Related  Parties and
based on such documents and information as it has deemed  appropriate,  made its
own credit analysis and decision to enter into this Agreement.  Each Lender also
acknowledges  that it will,  independently  and without reliance upon the Agent,
any other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

         Mercantile Bank, N.A., Bank of America,  N.A., The Bank of Nova Scotia,
Bank One, NA, Wachovia Bank, N.A., SunTrust Bank,  Nashville,  N.A. and ABN AMRO
Bank,  N.V., have been  designated as  "co-administrative  agent,"  "syndication

                                     -65-

agent" or  "co-agent,"  hereunder in  recognition  of the level of each of their
Revolving Commitments. Neither Mercantile Bank, N.A., Bank of America, N.A., The
Bank of  Nova  Scotia,  Bank  One,  NA,  Wachovia  Bank,  N.A.,  SunTrust  Bank,
Nashville,  N.A. nor ABN AMRO Bank, N.V. is an agent for the Lenders and no such
Lender  shall have any  obligation  hereunder  other than those  existing in its
capacity as a Lender. Without limiting the foregoing,  no such Lender shall have
or be deemed to have any fiduciary relationship with or duty to any Lender.

                                   ARTICLE X.

                                  Miscellaneous

SECTION 10.01.    Notices.
  Except in the case of notices and other communications  expressly permitted to
be given by telephone,  all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

(a)      if to the  Borrower,  to it at One  Information  Way,  Little  Rock,
Arkansas 72202, Attention of Chief Financial Officer (Telecopy No.
501-342-3913);

(b) if to the Agent, the Issuing Bank, the Swing-Line Lender or to Chase Bank of
Texas, National  Association,  as a Lender, 2200 Ross Avenue, 3rd Floor, Dallas,
Texas 75201, Attention of Mike Lister, (Telecopy No. 214-965-2044),  with a copy
to Chase Bank of Texas,  National  Association,  c/o The Chase Manhattan Bank, 1
Chase Manhattan Plaza, 8th Floor,  New York, New York 10081;  Attention  Maniram
Appanna, Telephone 212-552-7943; Telecopy No. 212-552-5777; and

(c) if to a Lender,  to it at its address (or telecopy  number) set forth in the
Administrative Questionnaire delivered to the Agent by such Lender in connection
with  the  execution  of this  Agreement  or in the  Assignment  and  Acceptance
pursuant to which such Lender became a party hereto.

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 10.02.    Waivers; Amendments.

(a) No  failure  or  delay by the  Agent,  the  Issuing  Bank or any  Lender  in
exercising  any right or power  hereunder or under any other Loan Document shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such right or power,  or any abandonment or  discontinuance  of steps to enforce
such a right or power,  preclude  any other or further  exercise  thereof or the
exercise of any other right or power.  The rights and remedies of the Agent, the
Issuing Bank and the Lenders  hereunder  and under the other Loan  Documents are
cumulative  and are not  exclusive  of any  rights or  remedies  that they would
otherwise  have.  No waiver of any  provision of any Loan Document or consent to
any departure by the Borrower or any Guarantor  therefrom  shall in any event be
effective  unless the same shall be permitted by paragraph  (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance

                                     -66-

and for the purpose for which  given.  Without  limiting the  generality  of the
foregoing,  the making of a Loan or issuance of a Letter of Credit  shall not be
construed  as a waiver of any  Default,  regardless  of whether  the Agent,  any
Lender or the Issuing  Bank may have had notice or  knowledge of such Default at
the time.

(b) Neither this Agreement nor any other Loan Document nor any provision  hereof
or  thereof  may be waived,  amended  or  modified  except  (x)  pursuant  to an
Increased  Commitment  Supplement  executed  in  accordance  with the  terms and
conditions  of Section 2.19 which only needs to be signed by the  Borrower,  the
Agent  and  the  Lenders  increasing  or  providing  new  Revolving  Commitments
thereunder  if  the  Increased  Commitment  Supplement  does  not  increase  the
aggregate  amount  of the  Revolving  Commitments  to an  amount  in  excess  of
$300,0000,000  and (y) in the case of this Agreement and any circumstance  other
than as described  in clause (x),  pursuant to an  agreement  or  agreements  in
writing entered into by the Borrower and the Required Lenders or, in the case of
any other Loan  Document,  pursuant to an  agreement  or  agreements  in writing
entered  into by the  parties  thereto,  in each  case with the  consent  of the
Required  Lenders;  provided  that no such  agreement  shall  (i)  increase  the
Revolving  Commitment of any Lender without the written  consent of such Lender,
(ii) reduce the principal  amount of any Loan or LC  Disbursement  or reduce the
rate of interest  thereon,  or reduce any fees  payable  hereunder,  without the
written  consent of each Lender affected  thereby,  (iii) postpone the scheduled
date of payment of the principal amount of any Loan or LC  Disbursement,  or any
interest thereon, or any fees payable hereunder,  or reduce the amount of, waive
or excuse any such payment,  or postpone the scheduled date of expiration of any
Revolving  Commitment,  without  the  written  consent of each  Lender  affected
thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro
rata sharing of payments required  thereby,  without the written consent of each
Lender,  (v) change any of the  provisions of this Section or the  definition of
"Required  Lenders" or any other  provision of any Loan Document  specifying the
number or  percentage of Lenders  required to waive,  amend or modify any rights
thereunder or make any  determination or grant any consent  thereunder,  without
the  written  consent of each  Lender or (vi)  release  any  Guarantor  from the
Subsidiary Guaranty or limit its liability in respect of the Subsidiary Guaranty
without the consent of each Lender;  provided further that (1) no such agreement
shall amend,  modify or otherwise  affect the rights or duties of the Agent, the
Issuing Bank or the Swingline  Lender  without the prior written  consent of the
Agent, the Issuing Bank or the Swingline  Lender, as the case may be and (2) the
Agent  shall be  obligated  and shall have the power  without the consent of any
Lender to release a Guarantor from the  Subsidiary  Guaranty if the Guarantor is
sold in accordance with the  restrictions on the disposition of assets set forth
in Section 6.05.

SECTION 10.03.    Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
the Agent and Chase Securities Inc. and their respective  Affiliates,  including
the reasonable  fees,  charges and  disbursements of counsel for Agent and Chase
Securities  Inc., in connection  with the  syndication of the credit  facilities
provided for herein, the preparation and administration of the Loan Documents or
any amendments,  modifications or waivers of the provisions  thereof (whether or
not the transactions contemplated hereby or thereby shall be consummated),  (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the  issuance,  amendment,  renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket  expenses incurred
by either Co-Administrative Agent, the Issuing Bank or any Lender, including the

                                     -67-

fees,  charges and  disbursements  of any  counsel for either  Co-Administrative
Agent,  the Issuing Bank or any Lender,  in connection  with the  enforcement or
protection of its rights in connection  with the Loan  Documents,  including its
rights under this Section,  or in  connection  with the Loans made or Letters of
Credit issued  hereunder,  including all such  out-of-pocket  expenses  incurred
during any workout,  restructuring  or  negotiations in respect of such Loans or
Letters of Credit.

(b) THE BORROWER SHALL INDEMNIFY EACH CO-ADMINISTRATIVE  AGENT, CHASE SECURITIES
INC. AND BANC OF AMERICA  SECURITIES LLC, THE ISSUING BANK AND EACH LENDER,  AND
EACH  RELATED  PARTY OF ANY OF THE  FOREGOING  PERSONS  (EACH SUCH PERSON  BEING
CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND
ALL LOSSES,  CLAIMS,  DAMAGES,  LIABILITIES AND RELATED EXPENSES,  INCLUDING THE
FEES,  CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE,  INCURRED BY
OR ASSERTED  AGAINST ANY INDEMNITEE  ARISING OUT OF, IN CONNECTION WITH, OR AS A
RESULT  OF (I) THE  EXECUTION  OR  DELIVERY  OF ANY LOAN  DOCUMENT  OR ANY OTHER
AGREEMENT OR INSTRUMENT  CONTEMPLATED  HEREBY, THE PERFORMANCE BY THE PARTIES TO
THE  LOAN  DOCUMENTS  OF  THEIR   RESPECTIVE   OBLIGATIONS   THEREUNDER  OR  THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF
CREDIT  OR THE USE OF THE  PROCEEDS  THEREFROM  (INCLUDING  ANY  REFUSAL  BY THE
ISSUING  BANK TO HONOR A DEMAND  FOR  PAYMENT  UNDER A LETTER  OF  CREDIT IF THE
DOCUMENTS  PRESENTED IN CONNECTION  WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH
THE TERMS OF SUCH  LETTER OF  CREDIT),  (III) ANY ACTUAL OR ALLEGED  PRESENCE OR
RELEASE  OF  HAZARDOUS  MATERIALS  ON OR FROM ANY  REAL  PROPERTY  CURRENTLY  OR
FORMERLY  OWNED OR OPERATED BY THE BORROWER OR ANY OF THE  SUBSIDIARIES,  OR ANY
ENVIRONMENTAL  LIABILITY  RELATED  IN  ANY  WAY TO  THE  BORROWER  OR ANY OF THE
SUBSIDIARIES, OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION
OR PROCEEDING RELATING TO ANY OF THE FOREGOING,  WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO;
PROVIDED THAT SUCH INDEMNITY  SHALL NOT, AS TO ANY  INDEMNITEE,  BE AVAILABLE TO
THE EXTENT THAT SUCH LOSSES,  CLAIMS,  DAMAGES,  LIABILITIES OR RELATED EXPENSES
ARE DETERMINED BY A COURT OF COMPETENT  JURISDICTION BY FINAL AND  NONAPPEALABLE
JUDGMENT TO HAVE  RESULTED FROM THE GROSS  NEGLIGENCE  OR WILLFUL  MISCONDUCT OF
SUCH  INDEMNITEE.  IT IS THE  EXPRESSED  INTENT OF THE  PARTIES  HERETO THAT THE
INDEMNITY IN THIS CLAUSE (B) SHALL,  AS TO ANY  INDEMNITEE,  BE AVAILABLE TO THE
EXTENT THAT SUCH LOSSES,  CLAIMS,  DAMAGES,  LIABILITIES OR RELATED EXPENSES ARE
DETERMINED  TO HAVE RESULTED  FROM THE SOLE OR  CONTRIBUTORY  NEGLIGENCE OF SUCH
INDEMNITEE.

(c) To the extent that the Borrower fails to pay any amount  required to be paid
by it to the Agent, the Issuing Bank or the Swingline Lender under paragraph (a)
or (b) of this Section,  each Lender  severally  agrees to pay to the Agent, the
Issuing Bank or the Swingline Lender, as the case may be, such Lender's pro rata
share  (determined  as of the time that the applicable  unreimbursed  expense or
indemnity  payment  is  sought)  of  such  unpaid  amount;   provided  that  the
unreimbursed  expense or indemnified loss, claim,  damage,  liability or related

                                     -68-

expense,  as the case may be, was incurred by or asserted against the Agent, the
Issuing  Bank or the  Swingline  Lender in its  capacity as such.  For  purposes
hereof,  a Lender's "pro rata share" shall be determined based upon its share of
the sum of the total Revolving Exposures and unused Revolving Commitments at the
time.

(d) To the extent  permitted by applicable  law, the Borrower  shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of liability,
for special,  indirect,  consequential or punitive damages (as opposed to direct
or actual damages)  arising out of, in connection  with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, any Loan or Letter
of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable  promptly  after written
demand therefor.

SECTION 10.04.    Successors and Assigns.

(a) The  provisions  of this  Agreement  shall be binding  upon and inure to the
benefit  of the  parties  hereto and their  respective  successors  and  assigns
permitted  hereby  (including  any Affiliate of the Issuing Bank that issues any
Letter of Credit), except that the Borrower may not assign or otherwise transfer
any of its rights or obligations  hereunder without the prior written consent of
each Lender (and any attempted  assignment  or transfer by the Borrower  without
such consent shall be null and void).  Nothing in this  Agreement,  expressed or
implied,  shall be construed  to confer upon any Person  (other than the parties
hereto, their respective  successors and assigns permitted hereby (including any
Affiliate  of the  Issuing  Bank that  issues any Letter of Credit)  and, to the
extent  expressly  contemplated  hereby,  the  Related  Parties  of  each of the
Co-Administrative  Agents,  the  Issuing  Bank  and the  Lenders)  any  legal or
equitable right, remedy or claim under or by reason of this Agreement.

(b) Any  Lender  may  assign to one or more  assignees  all or a portion  of its
rights and obligations  under this Agreement  (including all or a portion of its
Revolving  Commitment and the Loans at the time owing to it);  provided that (i)
except in the case of an  assignment  to a Lender or an  Affiliate  of a Lender,
each of the Borrower and the Agent must give their prior written consent to such
assignment  (which consent shall not be unreasonably  withheld),  (ii) except in
the  case of an  assignment  to a  Lender  or an  Affiliate  of a  Lender  or an
assignment of the entire  remaining amount of the assigning  Lender's  Revolving
Commitment  and Loans,  the amount of the Revolving  Commitment and Loans of the
assigning Lender subject to each such assignment  (determined as of the date the
Assignment  and Acceptance  with respect to such  assignment is delivered to the
Agent)  shall not be less than  $5,000,000  unless each of the  Borrower and the
Agent  otherwise  consent,  (iii) each  partial  assignment  shall be made as an
assignment  of a  proportionate  part of all the assigning  Lender's  rights and
obligations  under this  Agreement,  (iv) the parties to each  assignment  shall
execute and deliver to the Agent an Assignment and  Acceptance,  together with a
processing and recordation fee of $3,500, and (v) the assignee,  if it shall not
be a Lender,  shall deliver to the Agent an  Administrative  Questionnaire;  and
provided further that any consent of the Borrower  otherwise required under this
paragraph  shall not be required if an Event of Default  under clause (h) or (i)
of Article  VIII has  occurred  and is  continuing.  Subject to  acceptance  and
recording thereof pursuant to paragraph (d) of this Section,  from and after the
effective  date  specified  in  each  Assignment  and  Acceptance  the  assignee
thereunder  shall be a party hereto and, to the extent of the interest  assigned
by such Assignment and  Acceptance,  have the rights and obligations of a Lender
under this Agreement,  and the assigning Lender  thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its

                                     -69-

obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Acceptance  covering all of the assigning  Lender's rights and obligations under
this Agreement,  such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14,  2.15,  2.16,  2.17 and 10.03).
Any  assignment  or  transfer  by a Lender of rights or  obligations  under this
Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

(c) The  Agent,  acting  for this  purpose  as an agent of the  Borrower,  shall
maintain  at its  offices in New York,  New York a copy of each  Assignment  and
Acceptance  delivered to it and a register for the  recordation of the names and
addresses of the Lenders,  and the Revolving Commitment of, and principal amount
of the Loans and LC  Disbursements  owing to, each Lender  pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
conclusive,  and the Borrower, the Co-Administrative Agent, the Issuing Bank and
the  Lenders  may treat each  Person  whose  name is  recorded  in the  Register
pursuant  to the terms  hereof as a Lender  hereunder  for all  purposes of this
Agreement,  notwithstanding  notice  to the  contrary.  The  Register  shall  be
available for  inspection by the Borrower,  the Issuing Bank and any Lender,  at
any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed  Assignment and Acceptance  executed by
an assigning  Lender and an assignee,  the assignee's  completed  Administrative
Questionnaire  (unless the assignee  shall already be a Lender  hereunder),  the
processing and  recordation fee referred to in paragraph (b) of this Section and
any  written  consent  to such  assignment  required  by  paragraph  (b) of this
Section,  the Agent shall accept such  Assignment  and Acceptance and record the
information  contained therein in the Register. No assignment shall be effective
for purposes of this  Agreement  unless it has been  recorded in the Register as
provided in this paragraph.

(e)  Any  Lender  may,   without  the  consent  of  the  Borrower,   either  Co-
Administrative   Agent,  the  Issuing  Bank  or  the  Swingline   Lender,   sell
participations  to one or more banks or other entities (a  "Participant") in all
or a portion of such  Lender's  rights  and  obligations  under  this  Agreement
(including  all or a portion of its Revolving  Commitment and the Loans owing to
it);  provided that (i) such Lender's  obligations  under this  Agreement  shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the  performance of such  obligations and (iii) the Borrower,
the Agent,  the Issuing Bank and the other Lenders shall continue to deal solely
and  directly  with such  Lender in  connection  with such  Lender's  rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation  shall provide that such Lender shall retain
the sole right to enforce  the Loan  Documents  and to  approve  any  amendment,
modification  or waiver of any  provision of the Loan  Documents;  provided that
such agreement or instrument may provide that such Lender will not,  without the
consent  of the  Participant,  agree to any  amendment,  modification  or waiver
described  in  the  first   proviso  to  Section   10.02(b)  that  affects  such
Participant.  Subject to paragraph (f) of this Section, the Borrower agrees that
each Participant  shall be entitled to the benefits of Sections 2.14, 2.15, 2.16
and 2.17 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.08

                                     -70-

as though it were a Lender,  provided such  Participant  agrees to be subject to
Section 2.17(c) as though it were a Lender.

(f) A  Participant  shall not be entitled to receive any greater  payment  under
Section  2.14 or 2.16 than the  applicable  Lender  would have been  entitled to
receive with respect to the participation  sold to such Participant,  unless the
sale of the  participation to such Participant is made with the Borrower's prior
written  consent.  A  Participant  that  would be a Foreign  Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower
is notified of the  participation  sold to such Participant and such Participant
agrees,  for the  benefit of the  Borrower,  to comply with  Section  2.16(e) as
though it were a Lender.

(g) Any Lender may at any time  pledge or assign a security  interest  in all or
any portion of its rights  under this  Agreement to secure  obligations  of such
Lender,  including any pledge or assignment to secure  obligations  to a Federal
Reserve Bank,  and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest  shall  release  a Lender  from  any of its  obligations  hereunder  or
substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 10.05.    Survival.
  All covenants, agreements, representations and warranties made by the Borrower
in the Loan Documents and in the certificates or other instruments  delivered in
connection  with or pursuant to this  Agreement or any other Loan Document shall
be  considered  to have been relied upon by the other  parties  hereto and shall
survive the execution  and delivery of the Loan  Documents and the making of any
Loans and  issuance of any Letters of Credit,  regardless  of any  investigation
made by any such other  party or on its behalf and  notwithstanding  that either
Co-Administrative  Agent,  the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is  extended  hereunder,  and shall  continue in full force and effect as
long as the  principal of or any accrued  interest on any Loan or any fee or any
other  amount  payable  under this  Agreement is  outstanding  and unpaid or any
Letter of Credit is outstanding  and so long as the Revolving  Commitments  have
not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16, 2.17 and
10.03  and  Article  IX shall  survive  and  remain  in full  force  and  effect
regardless of the  consummation of the  transactions  contemplated  hereby,  the
repayment of the Loans,  the  expiration or termination of the Letters of Credit
and the  Revolving  Commitments  or the  termination  of this  Agreement  or any
provision hereof.

SECTION 10.06.    Counterparts; Integration; Effectiveness.
  This  Agreement  may be executed in  counterparts  (and by  different  parties
hereto on different  counterparts),  each of which shall constitute an original,
but all of which when taken together shall  constitute a single  contract.  THIS
AGREEMENT,  THE OTHER LOAN  DOCUMENTS AND ANY SEPARATE  LETTER  AGREEMENTS  WITH
RESPECT TO FEES  PAYABLE  TO EITHER  CO-ADMINISTRATIVE  AGENT  EMBODY THE FINAL,
ENTIRE  AGREEMENT  AMONG THE PARTIES  RELATING TO THE SUBJECT  MATTER HEREOF AND
SUPERSEDE  ANY AND ALL PREVIOUS  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS  AND
UNDERSTANDINGS,  WHETHER ORAL OR WRITTEN,  RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS OR  DISCUSSIONS  OF THE PARTIES HERETO THERE ARE NO
UNWRITTEN  ORAL  AGREEMENTS  AMONG THE  PARTIES  HERETO.  Except as  provided in
Section 4.01,  this  Agreement  shall become  effective  when it shall have been

                                     -71-

executed by the Agent and the  Borrower  and when the Agent shall have  received
counterparts  hereof which, when taken together,  bear the signatures of each of
the other parties hereto,  and thereafter shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns.
Delivery of an executed  counterpart  of a signature  page of this  Agreement by
telecopy  shall be effective as delivery of a manually  executed  counterpart of
this Agreement.

SECTION 10.07.    Severability.
  Any provision of this Agreement held to be invalid,  illegal or  unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of  such  invalidity,  illegality  or  unenforceability  without  affecting  the
validity,  legality and  enforceability of the remaining  provisions hereof; and
the invalidity of a particular provision in a particular  jurisdiction shall not
invalidate such provision in any other jurisdiction.

SECTION 10.08.    Right of Setoff.
  If an Event of Default shall have occurred and be continuing,  each Lender and
each of its  Affiliates is hereby  authorized at any time and from time to time,
to the  fullest  extent  permitted  by law,  to set off  and  apply  any and all
deposits (general or special, time or demand,  provisional or final) at any time
held and other  obligations  at any time owing by such Lender or Affiliate to or
for  the  credit  or the  account  of the  Borrower  against  any of and all the
obligations of the Borrower now or hereafter  existing under this Agreement held
by such Lender,  irrespective  of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.  The
rights of each Lender  under this  Section  are in addition to other  rights and
remedies (including other rights of setoff) which such Lender may have.

SECTION 10.09.    Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement shall be construed in accordance with and governed by the law
of the State of Texas.

(b) THE BORROWER HEREBY IRREVOCABLY AND UNCONDI-TIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE
OF TEXAS SITTING IN DALLAS COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
NORTHERN  DISTRICT OF TEXAS,  AND ANY APPELLATE  COURT FROM ANY THEREOF,  IN ANY
ACTION OR  PROCEEDING  ARISING OUT OF OR RELATING TO ANY LOAN  DOCUMENT,  OR FOR
RECOGNITION  OR  ENFORCEMENT  OF ANY  JUDGMENT,  AND EACH OF THE PARTIES  HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE OR, TO
THE EXTENT  PERMITTED BY LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO
AGREES  THAT A  FINAL  JUDGMENT  IN ANY  SUCH  ACTION  OR  PROCEEDING  SHALL  BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT  SHALL AFFECT ANY RIGHT THAT THE AGENT,  THE ISSUING BANK OR ANY LENDER
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING  RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT  AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.

                                     -72-

(c) The Borrower hereby irrevocably and  unconditionally  waives, to the fullest
extent it may legally and  effectively do so, any objection  which it may now or
hereafter have to the laying of venue of any suit, action or proceeding  arising
out of or relating  to this  Agreement  or any other Loan  Document in any court
referred to in paragraph (b) of this Section.  Each of the parties hereto hereby
irrevocably  waives,  to the fullest extent  permitted by law, the defense of an
inconvenient  forum to the  maintenance of such action or proceeding in any such
court.

(d) Each party to this Agreement  irrevocably  consents to service of process in
the manner  provided for notices in Section 10.01.  Nothing in this Agreement or
any other Loan Document will affect the right of any party to this  Agreement to
serve process in any other manner permitted by law.

SECTION 10.10.    WAIVER OF JURY TRIAL.
  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL  PROCEEDING  DIRECTLY
OR  INDIRECTLY  ARISING  OUT OF OR RELATING  TO THIS  AGREEMENT,  ANY OTHER LOAN
DOCUMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER BASED ON CONTRACT,
TORT  OR  ANY  OTHER   THEORY).   EACH  PARTY  HERETO  (A)  CERTIFIES   THAT  NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO  ENFORCE  THE  FOREGOING  WAIVER AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER
PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT  BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11.    Headings.
  Article and  Section  headings  and the Table of Contents  used herein are for
convenience  of reference  only,  are not part of this  Agreement  and shall not
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

SECTION 10.12.    Confidentiality.
  Each of the Co-Administrative  Agents, the Issuing Bank and the Lenders agrees
to maintain the  confidentiality  of the Information (as defined below),  except
that  Information  may be disclosed  (a) to its and its  Affiliates'  directors,
officers,  employees and agents, including accountants,  legal counsel and other
advisors (it being  understood  that the Persons to whom such disclosure is made
will be informed of the  confidential  nature of such Information and instructed
to keep such  Information  confidential),  (b) to the  extent  requested  by any
regulatory  authority,  (c)  to  the  extent  required  by  applicable  laws  or
regulations or by any subpoena or similar legal process,  (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit,  action or proceeding  relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any  assignee  of or  Participant  in,  or  any  prospective  assignee  of or
Participant in, any of its rights or obligations under this Agreement,  (g) with
the consent of the  Borrower or (h) to the extent such  Information  (i) becomes
publicly  available  other than as a result of a breach of this  Section or (ii)
becomes available to a  Co-Administrative  Agent, the Issuing Bank or any Lender
on a  nonconfidential  basis  from a source  other  than the  Borrower.  For the
purposes of this Section,  "Information" means all information received from the
Borrower  relating  to the  Borrower  or  its  business,  other  than  any  such

                                     -73-

information that is available to the Co-Administrative  Agents, the Issuing Bank
or any Lender on a  nonconfidential  basis prior to  disclosure by the Borrower;
provided that, in the case of  information  received from the Borrower after the
date hereof,  such information is clearly  identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as  provided in this  Section  shall be  considered  to have  complied  with its
obligation  to do so if such  Person has  exercised  the same  degree of care to
maintain the  confidentiality of such Information as such Person would accord to
its own confidential information.

SECTION 10.13.    Maximum Interest Rate.

(a) No interest rate specified in any Loan Document shall at any time exceed the
Maximum  Rate. If at any time the interest  rate (the  "Contract  Rate") for any
obligation  under the Loan  Documents  shall  exceed the Maximum  Rate,  thereby
causing the interest  accruing on such  obligation  to be limited to the Maximum
Rate,  then any  subsequent  reduction in the Contract Rate for such  obligation
shall not reduce the rate of interest on such obligation  below the Maximum Rate
until the aggregate  amount of interest  accrued on such  obligation  equals the
aggregate  amount of interest which would have accrued on such obligation if the
Contract  Rate for such  obligation  had at all times  been in  effect.  As used
herein,  the term "Maximum Rate" means,  at any time with respect to any Lender,
the maximum rate of nonusurious  interest under  applicable law that such Lender
may charge Borrower. The Maximum Rate shall be calculated in a manner that takes
into  account any and all fees,  payments,  and other  charges  contracted  for,
charged,  or received in  connection  with the Loan  Documents  that  constitute
interest  under  applicable  law.  Each change in any interest rate provided for
herein based upon the Maximum Rate  resulting  from a change in the Maximum Rate
shall take effect  without  notice to Borrower at the time of such change in the
Maximum Rate. For purposes of determining  the Maximum Rate under Texas law, the
applicable  rate  ceiling  shall be the weekly rate  ceiling  described  in, and
computed in accordance with, Article 5069-1.04, Vernon's Texas Civil Statutes.

(b) No  provision  of  any  Loan  Document  shall  require  the  payment  or the
collection of interest in excess of the maximum  amount  permitted by applicable
law. If any excess of interest in such respect is hereby  provided for, or shall
be  adjudicated  to be so  provided,  in  any  Loan  Document  or  otherwise  in
connection  with this loan  transaction,  the  provisions  of this Section shall
govern  and  prevail  and  neither   Borrower  nor  the  sureties,   guarantors,
successors,  or assigns of Borrower  shall be obligated to pay the excess amount
of such  interest  or any other  excess  sum paid for the use,  forbearance,  or
detention of sums loaned pursuant hereto. In the event any Lender ever receives,
collects,  or applies as interest  any such sum,  such amount  which would be in
excess of the maximum  amount  permitted by applicable law shall be applied as a
payment and reduction of the principal of the obligations outstanding hereunder,
and, if the principal of the obligations  outstanding hereunder has been paid in
full,  any  remaining  excess  shall  forthwith  be  paid  to the  Borrower.  In
determining  whether or not the  interest  paid or payable  exceeds  the Maximum
Rate, Borrower and each Lender shall, to the extent permitted by applicable law,
(a) characterize any non-principal payment as an expense, fee, or premium rather
than as interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) amortize,  prorate, allocate, and spread in equal or unequal parts the total
amount of interest  throughout the entire  contemplated  term of the obligations
outstanding  hereunder so that  interest for the entire term does not exceed the
Maximum Rate.

                                     -74-

(c) The provisions of Chapter 346 of the Finance Code of Texas are  specifically
declared by the parties  hereto not to be applicable to this Agreement or to the
transactions contemplated hereby.

SECTION 10.14.    Intercompany Subordination.

(a) Borrower agrees that the Subordinated  Indebtedness (as defined below) shall
be  subordinate  and junior in right of payment to the prior  payment in full of
all Senior Indebtedness (as defined below) as herein provided.  The Subordinated
Indebtedness  shall not be  payable,  and no payment of  principal,  interest or
other amounts on account thereof,  and no property or guarantee of any nature to
secure or pay the Subordinated  Indebtedness shall be made or given, directly or
indirectly by or on behalf of any Guarantor or received,  accepted,  retained or
applied by  Borrower  unless and until the Senior  Indebtedness  shall have been
paid in full in cash;  except that prior to the occurrence and continuance of an
Event of Default, each Guarantor shall have the right to make payments,  and the
Borrower  shall  have  the  right  to  receive   payments  on  the  Subordinated
Indebtedness  from  time to time as may be  determined  by  Borrower.  After the
occurrence  and during the  continuance  of an Event of Default,  no payments of
principal,  interest  or  other  amounts  may be  made  or  given,  directly  or
indirectly, by or on behalf of any Guarantor or received,  accepted, retained or
applied by  Borrower  unless and until the Senior  Indebtedness  shall have been
paid in full in cash.  If any sums shall be paid to Borrower by any Guarantor or
any other Person on account of the Subordinated  Indebtedness  when such payment
is not permitted hereunder, such sums shall be held in trust by the Borrower for
the benefit of Agent and the Lenders and shall  forthwith be paid to and applied
by Agent against the Senior  Indebtedness  in accordance  with the terms hereof.
For purposes of this Section  10.14,  the term (i)  "Subordinated  Indebtedness"
means,  with  respect  to  a  Guarantor,  all  indebtedness,   liabilities,  and
obligations   of  such  Guarantor  to  Borrower,   whether  such   indebtedness,
liabilities,  and obligations  now exist or are hereafter  incurred or arise, or
are  direct,  indirect,  contingent,  primary,  secondary,  several,  joint  and
several,   or  otherwise,   and  irrespective  of  whether  such   indebtedness,
liabilities,  or obligations are evidenced by a note, contract, open account, or
otherwise,  and  irrespective  of the  Person or  Persons  in whose  favor  such
indebtedness, obligations, or liabilities may, at their inception, have been, or
may hereafter be created, or the manner in which they have been or may hereafter
be acquired by Borrower and (ii) "Senior  Indebtedness"  means,  with respect to
each Guarantor,  all of the obligations,  indebtedness and liability of the such
Guarantor  to the  Agent,  the  Issuing  Bank and the  Lenders,  or any of them,
arising pursuant to the Subsidiary  Guaranty or any of the other Loan Documents,
whether now existing or hereafter arising,  whether direct,  indirect,  related,
unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint
and several,  including,  without limitation, any and all post-petition interest
and  expenses  (including  attorneys'  fees)  whether or not  allowed  under any
bankruptcy, insolvency, or other similar law.

(b) Borrower agrees that any and all Liens (including any judgment liens),  upon
any Guarantor's  assets securing payment of any Subordinated  Indebtedness shall
be and remain inferior and subordinate to any and all Liens upon any Guarantor's
assets  securing  payment  of  the  Senior  Indebtedness  or any  part  thereof,
regardless  of  whether  such  Liens in favor of  Borrower,  Agent or any Lender
presently exist or are hereafter created or attached.  Without the prior written
consent of Agent,  Borrower  shall not (i) file suit  against any  Guarantor  or
exercise  or  enforce  any  other  creditor's  right  it may  have  against  any
Guarantor, or (ii) foreclose,  repossess,  sequester, or otherwise take steps or
institute any action or proceedings  (judicial or otherwise,  including  without
limitation  the  commencement  of, or joinder in, any  liquidation,  bankruptcy,

                                     -75-

rearrangement,   debtor's  relief  or  insolvency  proceeding)  to  enforce  any
obligations of any Guarantor to Borrower or any Liens held by Borrower on assets
of any Guarantor.

(c) In the event of any receivership, bankruptcy, reorganization, rearrangement,
debtor's  relief,  or other  insolvency  proceeding  involving  any Guarantor as
debtor,  Agent  shall  have the  right to prove  and vote any  claim  under  the
Subordinated Indebtedness and to receive directly from the receiver,  trustee or
other court custodian all dividends, distributions, and payments made in respect
of the Subordinated  Indebtedness until the Senior Indebtedness has been paid in
full in cash.  Agent may apply any such dividends,  distributions,  and payments
against the Senior Indebtedness in accordance with the terms hereof.

(d) Borrower agrees that all promissory notes and other  instruments  evidencing
Subordinated  Indebtedness  shall contain a specific written notice thereon that
the  indebtedness  evidenced  thereby  is  subordinated  under the terms of this
Section 10.14.

                                     -76-

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.

                                            ACXIOM CORPORATION, as the Borrower

                                            By:
                                               ---------------------------------
                                               Jerry C. Jones
                                               Business Development/Legal Leader

                                            CHASE BANK OF TEXAS, NATIONAL
                                            ASSOCIATION, as Agent and a
                                            co-administrative agent, the Issuing
                                            Bank, the Swingline Lender and as a
                                            Lender

                                           By:
                                               ---------------------------------
                                               Michael J. Lister
                                               Vice President

                                           BANK OF AMERICA, N.A., as syndication
                                           agent and as a Lender

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           MERCANTILE BANK, N.A., as a
                                           co-administrative agent and as a
                                           Lender

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           THE BANK OF NOVA SCOTIA, as co-agen
                                           and as a Lender

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                      -77-

                                           BANK ONE,  NA (Main  Office -
                                           Chicago), as co-agent and as a
                                           Lender

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           SUNTRUST BANK, NASHVILLE, N.A., as
                                           co-agent and as a Lender

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           WACHOVIA BANK, N.A., as co-agent and
                                           as a Lender

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           ABN AMRO BANK N.V., as co-agent and
                                           as a Lender

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           BANK HAPOALIM

                                           By:
                                               ---------------------------------
                                               Name:  Dan Jozefov
                                               Title: Vice President

                                           By:
                                               ---------------------------------
                                               Name:  John Rice
                                               Title: Vice President

                                      -78-

                                           COMERICA BANK

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           THE DAI-ICHI KANGYO BANK, LIMITED

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                           REGIONS BANK

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                      -79-

                                    EXHIBITS:

EXHIBIT A - Form of  Assignment  and  Acceptance  E
XHIBIT B - Form of Opinion of Borrower's Counsel
EXHIBIT C - Form of Subsidiary Guaranty
EXHIBIT D - Form of Increased Commitment Supplement

                                   SCHEDULES:

SCHEDULE 2.01 - Commitments
SCHEDULE 3.12 - Subsidiaries
SCHEDULE 6.01 - Existing Indebtedness and Preferred Equity Interests
SCHEDULE 6.02 - Existing Liens
SCHEDULE 6.04 - Existing Investments
SCHEDULE 6.10 - Existing Restrictions

                                    EXHIBIT A

                                       TO

                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                        Form of Assignment and Acceptance

                            ASSIGNMENT AND ACCEPTANCE

                           Dated: ___________________

         Reference is made to the Credit Agreement dated as of December 29, 1999
(as amended, modified, extended or restated from time to time, the "Agreement"),
among ACXIOM  CORPORATION (the "Borrower"),  the lenders listed in Schedule 2.01
thereto (the "Lenders"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as agent and
as a co-administrative agent, MERCANTILE BANK, N.A., as co-administrative agent,
and BANK OF AMERICA, N.A., as syndication agent.

         1. The  Assignor  hereby sells and assigns,  without  recourse,  to the
Assignee, and the Assignee hereby purchases and assumes,  without recourse, from
the Assignor,  effective as of the Effective Date of Assignment set forth below,
the interests set forth below (the "Assigned Interest") in the Assignor's rights
and  obligations  under  the  Agreement,   including,  without  limitation,  the
interests  set forth below in the  Revolving  Commitment  of the Assignor on the
Effective  Date of  Assignment  and the Loans  owing to the  Assignor  which are
outstanding on the Effective Date of Assignment,  together with unpaid  interest
accrued  on the  assigned  Loans to the  Effective  Date of  Assignment  and the
amount,  if any,  set forth below of the fees accrued to the  Effective  Date of
Assignment  for  the  account  of the  Assignor.  Each of the  Assignor  and the
Assignee  hereby  makes  and  agrees  to be  bound  by all the  representations,
warranties and agreements set forth in Section 10.04 of the Agreement, a copy of
which has been received by each such party. From and after the Effective Date of
Assignment,  (i) the Assignee shall be a party to and be bound by the provisions
of the Agreement and, to the extent of the interests assigned by this Assignment
and Acceptance,  have the rights and obligations of a Lender thereunder and (ii)
the Assignor shall,  to the extent of the interests  assigned by this Assignment
and Acceptance, relinquish its rights and be released from its obligations under
the Agreement. After giving effect to this Assignment and Acceptance, Assignor=s
Revolving  Commitment  shall  be  $________________   and  Assignee=s  Revolving
Commitment shall be $_________________.

         2. This  Assignment  and  Acceptance  is being  delivered  to the Agent
together with (i) if the Assignee is organized  under the laws of a jurisdiction
outside  the  United  States,  the forms  specified  in  Section  2.16(e) of the
Agreement,  duly  completed  and  executed  by such  Assignee,  and  (ii) if the
Assignee  is not  already  a  Lender  under  the  Agreement,  an  Administrative
Questionnaire and (iii) a processing and recordation fee of $3,500.

         3. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of Texas.

Date of Assignment:
Legal Name of Assignor:
Legal Name of Assignee:
Assignee's Address for Notices:
Effective Date of Assignment

                                      -1-

- ------------------------------   ----------------   ----------------------------
           Facility              Principal Amount      Percentage Assigned of
                                     Assigned         Revolving Commitment (set
                                                        forth, to at least 8
                                                    decimals, as a percentage of
                                                      the aggregate Revolving
                                                        Commitments of all
                                                        Lenders thereunder)
- ------------------------------   ----------------   ----------------------------
Revolving Commitment Assigned:     $
- ------------------------------   ----------------   ----------------------------
Loans:                             $
- ------------------------------   ----------------   ----------------------------
Fees Assigned (if any):            $
- ------------------------------   ----------------   ----------------------------

The terms set forth herein are hereby
agreed to:                              Accepted:

[ASSIGNOR], as Assignor
                                        ACXIOM CORPORATION

By:                                     By:
   ----------------------------------      -------------------------------------
Name:                                   Name:
     --------------------------------        -----------------------------------
Title:                                  Title:
     --------------------------------         ----------------------------------

[ASSIGNEE], as Assignee                 CHASE BANK OF TEXAS, NATIONAL
                                        ASSOCIATION, as Agent

By:                                     By:
   ----------------------------------      -------------------------------------
Name:                                   Name:
     --------------------------------        -----------------------------------
Title:                                  Title:
     --------------------------------         ----------------------------------

                                      -2-

                                    EXHIBIT B

                                       TO

                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                      Form of Opinion of Borrower's Counsel

                                December 29, 1999

Chase Bank of Texas National  Association,  as agent for certain lenders and the
lenders party to the hereinafter defined Agreement 2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201

Re:      The Credit  Agreement  dated as of December 29, 1999 (the  "Agreement")
         among Acxiom Corporation, a Delaware corporation (the "Company"), Chase
         Bank  of  Texas,   National   Association,   as  the  agent  and  as  a
         co-administrative  agent, Mercantile Bank, N.A., as a co-administrative
         agent,  Bank of America,  N.A.,  as  syndication  agent,  and the other
         lenders named therein.

Ladies and Gentlemen:

         We are special  counsel to the Company.  As such, we have been asked to
render to you the  opinion  set forth  below  relating  to the  Agreement.  This
opinion is given pursuant to Section 4.01(b) of the Agreement. Capitalized terms
used  herein,  not  otherwise  defined,  have  the  meanings  given  them in the
Agreement.   The  Agreement  and  the   Subsidiary   Guaranty  are   hereinafter
collectively referred to as the "Loan Documents."

         To enable us to render this  opinion,  we have  reviewed  originals  or
copies   (certified  or  otherwise   identified  to  our  satisfaction)  of  the
Certificate of Incorporation and By-Laws of the Company and each Guarantor,  the
Loan  Documents,  the records of  proceedings  of the Board of  Directors of the
Company and each  Guarantor,  and such other  documents,  corporate  records and
certificates of public officials as we have considered appropriate.

         For purposes of this opinion,  we have, with your  permission,  assumed
without independent investigation or inquiry that:

                  (i) all  signatures of the Lenders on the Loan  Documents that
         we  examined  are  genuine,  the  Loan  Documents  submitted  to  us as
         originals  are  authentic,  and the Loan  Documents  submitted to us as
         copies conform to the original Loan  Documents  executed by the parties
         thereto;

                  (ii) the Loan Documents have been duly and validly authorized,
         executed, delivered and accepted by all parties thereto (other than the
         Company and each  Guarantor)  and all parties  thereto  (other than the
         Company and each  Guarantor)  have all requisite power and authority to
         make and enter into the Loan  Documents and perform  their  obligations
         thereunder pursuant to the laws of all relevant jurisdictions;

                  (iii) the Agent and the Lenders have their  principal place of
         business,  chief executive  office and domicile outside of the State of
         Arkansas;  all substantive  negotiations  relating to the  transactions
         contemplated  by the Loan  Documents have taken place outside the State
         of Arkansas,  either in person or by telephone conferences between your

                                      -1-

         representatives in the States of Texas and New York and representatives
         of  the  Company  in  the  State  of  Arkansas;   the  closing  of  the
         transactions  contemplated  by, the  delivery  by the  Company and each
         Guarantor  and the  acceptance  by the Lenders or their  counsel of the
         Loan Documents  occurred in the State of Texas; the  administration  of
         and delivery and acceptance of payments  pursuant to the Loan Documents
         will take place in the State of New York; the choice of law as provided
         for in the Loan  Documents  is valid  pursuant to the  conflict of laws
         principles  under the laws of any and all  jurisdictions  governing the
         same (other than the State of Arkansas) specifically including the laws
         of the State of Texas;  and,  the  parties to the Loan  Documents  have
         voluntarily  chosen to have the laws of the State of Texas  govern  the
         Loan Documents;

                  (iv) The Loan  Documents  were  entered into in good faith and
         for adequate consideration; and

                  (v) The Agent and the  Lenders  will  exercise  their  rights,
         remedies  and  benefits  under  the Loan  Documents  in a  commercially
         reasonably manner.

         Based  upon  the  foregoing  and  subject  to  the  qualifications  and
limitations set forth below, we are of the opinion that:

         1. The  Company  and each  Guarantor  organized  under  the laws of the
States of either Arkansas or Delaware (collectively the "Loan Parties") has been
duly  organized and is validly  existing and in good standing  under the laws of
the State of its incorporation or organization as reflected in the Agreement.

         2. Each Loan Party has the corporate  power and authority to enter into
and perform the Loan Documents to which it is a party.  The execution,  delivery
and performance of the Loan Documents have been duly authorized by all requisite
corporate  action,  and the Loan Documents have been duly executed and delivered
by each Loan Party who is a party thereto.

         3.  The  execution  and  delivery  of  the  Loan  Documents,   and  the
performance  by each Loan  Party  that is a party  thereto  of their  respective
terms, do not conflict with or result in a violation of law, rule or regulation,
the  Certificate  of  Incorporation  or  By-Laws  of any Loan  Party,  or of any
agreement,  instrument, order, writ, judgment or decree known to us to which any
Loan Party is a party or is subject.

         4. A court of the State of  Arkansas  presented  with the facts,  as we
have assumed them, and properly applying the current conflict of law principles,
would honor the choice of law  provisions as set forth in the Loan Documents and
would not apply the substantive  laws of the State of Arkansas,  including usury
laws to the Loan Documents,  except for certain issues  necessarily  governed by
Arkansas  law  such as title to  properties  and  remedies  and  procedures  for
enforcement in Arkansas.

         5. No consent,  approval,  authorization  or other action by, or filing
with, any  governmental  authority is required in connection  with the execution
and delivery by any Loan Party of Loan Documents to which it is a party.

                                      -2-

         6. To our knowledge, there are no actions, suits or proceedings pending
or threatened against or affecting the Company or any Subsidiary or any of their
respective  properties  in any court or  before  any  arbitrator  of any kind or
before or by any Governmental Authority that,  individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.

         7. The execution and delivery by the Company and each  Guarantor of the
Agreement and the other Loan Documents  executed by it, the  consummation of the
transactions  contemplated by the Agreement and the performance of the terms and
provisions of the Agreement and the other Loan  Documents by the Company and the
Guarantors  will not involve any violations of Regulation T, U or X or any other
rule or  regulation  of the Board of  Governors  of the Federal  Reserve  System
pursuant to Section 7 of the Securities Exchange Act of 1934, as amended.

         8. The Company is not an investment  company,  or a person  directly or
indirectly  controlled by or acting on behalf of an investment  company,  within
the meaning of the Investment Company Act of 1940, as amended.

         9.  The  Indebtedness  arising  under  the  Subsidiary  Guaranty,   the
Agreement and the other Loan Documents  constitutes "Senior  Indebtedness" under
and as defined in the Subordinated Debt Documents.

         The  opinions  hereinafter  expressed  are  subject  to  the  following
qualifications and limitations:

         (a) The opinions set forth herein are subject to the qualification that
we are  members  of the bar of the  State of  Arkansas  only and we  express  no
opinion  as to the laws of any  jurisdiction  other  than the  United  States of
America,  the State of Arkansas and the General  Corporate  Laws of the State of
Delaware.

         (b) This opinion is limited to pertinent  laws in effect as of the date
hereof,  and we expressly  disclaim any undertaking to advise you of any changes
of law or fact that may thereafter come to our attention.

         (c) Our opinion is limited to the matters  stated herein and no opinion
is to be implied or may be inferred beyond those matters expressly  stated.  The
opinions  expressed  herein  represent our judgment as to certain legal matters,
but they are not  warranties or guarantees  and should not be construed as such.
The liability of this firm is limited to the fullest extent  possible under Ark.
Code Ann.  Section  16-114-303;  provided,  however,  the  requirements  of such
section  necessary  to allow  the  Lenders  to rely on this  opinion  have  been
satisfied.

         (d) This opinion is furnished by us solely for your benefit, and it may
not be relied upon, quoted from or delivered to any person other than counsel to
you and your agents or  employees  and  participants  without our express  prior
written consent, except (i) in connection with the enforcement of obligations of
the Loan Parties under the Loan Documents,  (ii) in response to a valid subpoena
or other  legal  process,  (iii) as  otherwise  required  by  applicable  law or
regulations, or (iv) in connection with the sale or transfer of the rights under
the Loan Documents to a subsequent purchaser or transferee.

                                      -3-

         (e) The  phrases  "known to us" or "to our  knowledge"  as used in this
letter  means  the  actual  knowledge  of those  attorneys  of our firm who have
performed  services in connection with the Loan Documents and this opinion based
solely on representations  from the Company,  and does not include  constructive
knowledge or knowledge imputed to our firm under common law principles of agency
or otherwise.  Except as expressly set forth herein,  we have not undertaken any
investigation  to  determine  the  existence  or  absence  of any  facts  and no
inference as to our knowledge concerning any facts should be drawn from the fact
that such representation has been undertaken by us.

         (f) For  purposes  of the  factual  matters  material  to the  opinions
expressed herein, we have, with your consent, relied upon the correctness of the
representations  contained in the Agreement and the factual  assumptions  stated
therein.

         (g) Our  opinions  are  rendered as of the date hereof and do not cover
the effect of any amendment or supplement to the Loan  Documents or the validity
or  enforceability  of any amendment or supplement  thereto,  including  without
limitation any refinancings,  modifications,  extensions, waivers or releases or
the  effect  or  applicability  of  federal  or  state  tax  laws  on or to  the
transactions contemplated by the Loan Documents.

         (h) We have made no examination or investigation to verify the accuracy
or  completeness  of  any  financial,  accounting,  or  statistical  information
furnished to you or with respect to any other  accounting and financial  matters
and express no opinion with respect thereto.

         (i) We call your  attention to the fact that the awarding of attorney's
fees and  expenses is  discretionary  under  Arkansas  law. We cannot opine that
attorney's fees and expenses will be awarded in any particular amount.

         (j) Our opinions are subject to, and we express no opinion on, state or
federal law relating to fraudulent conveyances.

         (k) The opinions expressed above are (i) given to the addressees hereof
solely for their  benefit and the benefit of their  successors  and  transferees
(including any assignee or  participant  in the Loans under the Loan  Agreement)
and it is  acknowledged  that each such Loan Party has relied on same,  (ii) not
binding  on any  court  and  (iii)  may not be  quoted  in  whole  or in part or
otherwise  referred to in any legal  opinion,  document,  or other  report to be
furnished  to  another  person or entity  without  our  prior  written  consent;
provided, however, that you may furnish this opinion to any proposed assignee or
participant in the Loans under the Loan Agreement.

                                        Very truly yours,

                                        KUTAK ROCK LLP

jjg/mlc

                                      -4-

                                   EXHIBIT "C"
                                       TO
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                           Form of Subsidiary Guaranty

                               GUARANTY AGREEMENT
                                 (Subsidiaries)

         WHEREAS,  ACXIOM CORPORATION,  a Delaware  corporation (the "Borrower")
has entered into that certain Credit  Agreement  dated December 29, 1999,  among
Borrower,  the  lenders  party  thereto  (the  "Lenders"),  CHASE BANK OF TEXAS,
NATIONAL  ASSOCIATION,  as  the  agent  for  the  Lenders  (the  "Agent")  and a
co-administrative  agent,  MERCANTILE BANK, N.A., as a co-administrative  agent,
and BANK OF AMERICA,  N.A., as syndication agent (such Credit  Agreement,  as it
may  hereafter  be  amended  or  otherwise  modified  from  time to time,  being
hereinafter  referred to as the "Credit  Agreement",  and capitalized  terms not
otherwise  defined herein shall have the same meaning as set forth in the Credit
Agreement);

         WHEREAS, the execution of this Guaranty Agreement is a condition to the
Agent's and each Lender's obligations under the Credit Agreement;

         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby  acknowledged,  each of the  undersigned  Subsidiaries  and any
Subsidiary  hereafter  added as a  "Guarantor"  hereto  pursuant to a Subsidiary
Joinder  Agreement  in the form  attached  hereto as Exhibit A  (individually  a
"Guarantor"  and  collectively  the   "Guarantors"),   hereby   irrevocably  and
unconditionally guarantees to Agent, the Lenders and their respective Affiliates
the full and prompt  payment  and  performance  of the  Guaranteed  Indebtedness
(hereinafter defined), this Guaranty Agreement being upon the following terms:

1.  The  term  "Guaranteed  Indebtedness",  as  used  herein  means  all  of the
obligations,  indebtedness  and  liability  of the  Borrower  to the Agent,  the
Issuing Bank and the  Lenders,  or any of them,  arising  pursuant to any of the
Loan  Documents,  pursuant to any interest  rate  protection  Hedging  Agreement
entered into by the Agent, any Lender or any of their respective Affiliates with
the Borrower to hedge or mitigate  interest rate risk on the Loans,  whether now
existing or hereafter arising,  whether direct,  indirect,  related,  unrelated,
fixed,  contingent,  liquidated,  unliquidated,  joint,  several,  or joint  and
several, including,  without limitation, the obligation of the Borrower to repay
the Loans, the LC  Disbursements,  interest on the Loans and all fees, costs and
expenses  (including  attorneys'  fees and  expenses)  provided  for in the Loan
Documents or such interest rate protection Hedging  Agreements.  The "Guaranteed
Indebtedness"  shall  include any and all  post-petition  interest  and expenses
(including  attorneys'  fees)  whether  or not  allowed  under  any  bankruptcy,
insolvency,  or other  similar law;  provided that the  Guaranteed  Indebtedness
shall be limited,  with respect to each Guarantor,  to an aggregate amount equal
to the  largest  amount  that  would not  render  such  Guarantor's  obligations
hereunder  subject to avoidance  under  Section 544 or 548 of the United  States
Bankruptcy  Code or under  any  applicable  state  law  relating  to  fraudulent
transfers or conveyances.

2. The Guarantors  together desire to allocate among  themselves  (collectively,
the  "Contributing   Guarantors"),   in  a  fair  and  equitable  manner,  their
obligations arising under this Guaranty Agreement. Accordingly, in the event any
payment or distribution is made by a Guarantor under this Guaranty  Agreement (a
"Funding  Guarantor")  that  exceeds  its Fair Share (as  defined  below),  that
Funding  Guarantor  shall be entitled to a  contribution  from each of the other
Contributing  Guarantors  in the amount of such other  Contributing  Guarantor's
Fair  Share  Shortfall  (as  defined  below),  with  the  result  that  all such

                                      -1-

contributions  will cause each Contributing  Guarantor's  Aggregate Payments (as
defined  below) to equal its Fair Share.  "Fair Share" means,  with respect to a
Contributing  Guarantor as of any date of determination,  an amount equal to (i)
the ratio of (x) the Adjusted  Maximum Amount (as defined below) with respect to
such Contributing Guarantor to (y) the aggregate of the Adjusted Maximum Amounts
with respect to all  Contributing  Guarantors,  multiplied by (ii) the aggregate
amount paid or  distributed  on or before  such date by all  Funding  Guarantors
under this Guaranty  Agreement in respect of the obligations  guarantied.  "Fair
Share Shortfall" means, with respect to a Contributing  Guarantor as of any date
of  determination,  the excess,  if any, of the Fair Share of such  Contributing
Guarantor over the Aggregate Payments of such Contributing Guarantor.  "Adjusted
Maximum Amount" means,  with respect to a Contributing  Guarantor as of any date
of  determination,  the  maximum  aggregate  amount of the  obligations  of such
Contributing  Guarantor under this Guaranty  Agreement  determined in accordance
with the provisions  hereof;  provided that,  solely for purposes of calculating
the "Adjusted  Maximum  Amount" with respect to any  Contributing  Guarantor for
purposes of this paragraph 2, the assets or liabilities arising by virtue of any
rights to or obligations of  contribution  hereunder  shall not be considered as
assets or  liabilities  of such  Contributing  Guarantor.  "Aggregate  Payments"
means, with respect to a Contributing Guarantor as of any date of determination,
the aggregate  amount of all payments and  distributions  made on or before such
date by such  Contributing  Guarantor  in  respect  of this  Guaranty  Agreement
(including,  without  limitation,  in respect of this  paragraph 2). The amounts
payable as  contributions  hereunder shall be determined as of the date on which
the related payment or distribution is made by the applicable Funding Guarantor.
The allocation among  Contributing  Guarantors of their obligations as set forth
in this  paragraph 2 shall not be construed in any way to limit the liability of
any Contributing Guarantor hereunder.

3.  This  instrument   shall  be  an  absolute,   continuing,   irrevocable  and
unconditional  guaranty  of  payment  and  performance,  and not a  guaranty  of
collection,  and each Guarantor shall remain liable on its obligations hereunder
until the payment and  performance  in full of the Guaranteed  Indebtedness.  No
set-off, counterclaim,  recoupment,  reduction, or diminution of any obligation,
or any defense of any kind or nature which Borrower may have against Agent,  any
Lender or any other party, or which any Guarantor may have against Borrower, the
Issuing Bank, the Agent,  any Lender or any other party,  shall be available to,
or shall be  asserted  by,  any  Guarantor  against  Agent,  any  Lender  or any
subsequent holder of the Guaranteed  Indebtedness or any part thereof or against
payment of the Guaranteed Indebtedness or any part thereof.

4. If a Guarantor becomes liable for any indebtedness owing by Borrower to Agent
or any Lender by  endorsement  or  otherwise,  other  than  under this  Guaranty
Agreement,  such  liability  shall not be in any  manner  impaired  or  affected
hereby, and the rights of Agent and the Lenders hereunder shall be cumulative of
any and all other  rights that Agent and the Lenders may ever have  against such
Guarantor.  The  exercise  by Agent  and the  Lenders  of any  right  or  remedy
hereunder  or under  any other  instrument,  or at law or in  equity,  shall not
preclude the concurrent or subsequent exercise of any other right or remedy.

5. In the  event of  default  by  Borrower  in  payment  or  performance  of the
Guaranteed Indebtedness,  or any part thereof, when such Guaranteed Indebtedness
becomes due, whether by its terms, by acceleration, or otherwise, the Guarantors
shall,  jointly  and  severally,  promptly  pay the amount due thereon to Agent,

                                      -2-

without  notice or demand,  in lawful  currency of the United States of America,
and it shall not be necessary for Agent or any Lender,  in order to enforce such
payment  by any  Guarantor,  first to  institute  suit or exhaust  its  remedies
against Borrower or others liable on such Guaranteed Indebtedness, or to enforce
any rights  against  any  collateral  which shall ever have been given to secure
such Guaranteed Indebtedness.  In the event such payment is made by a Guarantor,
then such Guarantor shall be subrogated to the rights then held by Agent and any
Lender with respect to the  Guaranteed  Indebtedness  to the extent to which the
Guaranteed  Indebtedness was discharged by such Guarantor and, in addition, upon
payment by such  Guarantor  of any sums to Agent and any Lender  hereunder,  all
rights of such Guarantor against Borrower, any other guarantor or any collateral
arising as a result therefrom by way of right of subrogation,  reimbursement, or
otherwise shall in all respects be subordinate and junior in right of payment to
the prior  indefeasible  payment  in full of the  Guaranteed  Indebtedness.  All
payments  received  by the  Agent  hereunder  shall be  applied  by the Agent to
payment of the Guaranteed  Indebtedness in the following order unless a court of
competent jurisdiction shall otherwise direct:

                  (a)       FIRST,  to payment of all costs and expenses of the
         Agent incurred in connection with the collection and enforcement of the
         Guaranteed Indebtedness;

                  (b)  SECOND,  to  payment of that  portion  of the  Guaranteed
         Indebtedness  constituting  accrued and unpaid  interest and fees,  pro
         rata among the  Lenders and their  Affiliates  in  accordance  with the
         amount of such  accrued and unpaid  interest  and fees owing to each of
         them;

                  (c)  THIRD,  to  payment of the  principal  of the  Guaranteed
         Indebtedness  and the net  early  termination  payments  and any  other
         obligations due under any Hedging  Agreements  guaranteed  hereby,  pro
         rata among the  Lenders and their  Affiliates  in  accordance  with the
         amount of such  principal and such net early  termination  payments and
         other obligations then due and unpaid owing to each of them; and

                  (d) FOURTH, to payment of any Guaranteed  Indebtedness  (other
         than the  Guaranteed  Indebtedness  listed  above) pro rata among those
         parties to whom such Guaranteed  Indebtedness is due in accordance with
         the amounts owing to each of them.

6. If  acceleration  of the time for  payment of any amount  payable by Borrower
under the Guaranteed Indebtedness is stayed upon the insolvency,  bankruptcy, or
reorganization  of Borrower,  all such amounts otherwise subject to acceleration
under the terms of the Guaranteed  Indebtedness  shall nonetheless be payable by
the Guarantors hereunder forthwith on demand by Agent or any Lender.

7. Each  Guarantor  hereby  agrees  that its  obligations  under  this  Guaranty
Agreement shall not be released, discharged,  diminished,  impaired, reduced, or
affected for any reason or by the  occurrence of any event,  including,  without
limitation,  one or more of the following events,  whether or not with notice to
or the consent of any  Guarantor:  (a) the taking or accepting of  collateral as
security  for  any  or  all  of the  Guaranteed  Indebtedness  or  the  release,
surrender,  exchange,  or  subordination  of any  collateral  now  or  hereafter
securing any or all of the Guaranteed  Indebtedness;  (b) any partial release of

                                      -3-

the liability of any Guarantor hereunder,  or the full or partial release of any
other  guarantor from  liability for any or all of the Guaranteed  Indebtedness;
(c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of
Borrower,  any Guarantor,  or any other party at any time liable for the payment
of any  or all of the  Guaranteed  Indebtedness;  (d)  any  renewal,  extension,
modification,  waiver,  amendment,  or  rearrangement  of  any  or  all  of  the
Guaranteed  Indebtedness or any instrument,  document,  or agreement evidencing,
securing,  or otherwise  relating to any or all of the Guaranteed  Indebtedness;
(e) any adjustment,  indulgence,  forbearance, waiver, or compromise that may be
granted or given by Agent or any Lender to Borrower, any Guarantor, or any other
party  ever  liable  for  any or all of the  Guaranteed  Indebtedness;  (f)  any
neglect, delay, omission,  failure, or refusal of Agent or any Lender to take or
prosecute any action for the collection of any of the Guaranteed Indebtedness or
to foreclose or take or prosecute any action in connection  with any instrument,
document, or agreement evidencing, securing, or otherwise relating to any or all
of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or
all of the Guaranteed Indebtedness or of any instrument,  document, or agreement
evidencing,  securing,  or  otherwise  relating to any or all of the  Guaranteed
Indebtedness;  (h) any  payment by  Borrower  or any other party to Agent or any
Lender  is held to  constitute  a  preference  under  applicable  bankruptcy  or
insolvency  law or if for any other  reason  Agent or any Lender is  required to
refund any payment or pay the amount thereof to someone else; (i) the settlement
or compromise of any of the Guaranteed  Indebtedness;  (j) the non-perfection of
any  security   interest  or  lien  securing  any  or  all  of  the   Guaranteed
Indebtedness;  (k) any impairment of any  collateral  securing any or all of the
Guaranteed  Indebtedness;  (l) the  failure  of Agent or any  Lender to sell any
collateral securing any or all of the Guaranteed  Indebtedness in a commercially
reasonable  manner  or as  otherwise  required  by law;  (m) any  change  in the
corporate  existence,  structure,  or ownership  of  Borrower;  or (n) any other
circumstance  which  might  otherwise  constitute  a  defense  available  to, or
discharge  of,  Borrower  or any other  Guarantor  (other  than  payment  of the
Guaranteed Indebtedness).

8.       Each Guarantor represents and warrants to Agent and the Lenders as
         follows:

(a)      All  representations and warranties in the Credit Agreement relating to
         it are true and  correct  as of the date  hereof  and on each  date the
         representations  and warranties  hereunder are restated pursuant to any
         of the Loan  Documents  with  the  same  force  and  effect  as if such
         representations  and  warranties  had been  made on and as of such date
         except to the extent that such  representations  and warranties  relate
         specifically to another date.

(b)      It has, independently and without reliance upon Agent or any Lender and
         based upon such documents and information as it has deemed appropriate,
         made its own analysis and decision to enter into the Loan  Documents to
         which it is a party.

(c)      It has adequate  means to obtain from  Borrower on a  continuing  basis
         information  concerning the financial  condition and assets of Borrower
         and it is not relying  upon Agent or any Lender to provide (and neither
         the Agent  nor any  Lender  shall  have any duty to  provide)  any such
         information to it either now or in the future.

                                      -4-

(d)      The value of the  consideration  received  and to be  received  by each
         Guarantor as a result of Borrower's and the Lenders'  entering into the
         Credit  Agreement and each  Guarantor's  executing and delivering  this
         Guaranty  Agreement  is  reasonably  worth  at  least  as  much  as the
         liability  and  obligation  of  each  Guarantor  hereunder,   and  such
         liability and  obligation  and the Credit  Agreement have benefited and
         may  reasonably  be  expected  to benefit  each  Guarantor  directly or
         indirectly.

9.  Each  Guarantor  covenants  and  agrees  that,  as  long  as the  Guaranteed
Indebtedness or any part thereof is outstanding or any Lender has any commitment
under the Credit  Agreement,  it will comply with all covenants set forth in the
Credit Agreement specifically applicable to it.

10. When an Event of Default exists,  Agent and each Lender shall have the right
to  set-off  and  apply  against  this  Guaranty  Agreement  or  the  Guaranteed
Indebtedness  or both, at any time and without notice to any Guarantor,  any and
all deposits  (general or special,  time or demand,  provisional  or final,  but
excluding  any account  established  by a Guarantor  as a fiduciary  for another
party) or other sums at any time credited by or owing from Agent and the Lenders
to any  Guarantor  whether or not the  Guaranteed  Indebtedness  is then due and
irrespective  of whether  or not Agent or any Lender  shall have made any demand
under  this  Guaranty  Agreement.  Each  Lender  agrees  promptly  to notify the
Borrower  (with a copy to the  Agent)  after any such  setoff  and  application,
provided  that the failure to give such notice  shall not affect the validity of
such setoff and  application.  The rights and  remedies of Agent and the Lenders
hereunder  are in  addition to other  rights and  remedies  (including,  without
limitation, other rights of set-off) which Agent or any Lender may have.

11. (a) Each  Guarantor  hereby agrees that the  Subordinated  Indebtedness  (as
defined below) shall be subordinate  and junior in right of payment to the prior
payment  in  full  of  all  Guaranteed  Indebtedness  as  herein  provided.  The
Subordinated  Indebtedness  shall not be payable,  and no payment of  principal,
interest or other  amounts on account  thereof,  and no property or guarantee of
any  nature  to  secure or pay the  Subordinated  Indebtedness  shall be made or
given,  directly or indirectly by or on behalf of any Debtor (hereafter defined)
or received, accepted, retained or applied by any Guarantor unless and until the
Guaranteed  Indebtedness shall have been paid in full in cash; except that prior
to the occurrence and continuance of an Event of Default, each Debtor shall have
the right to make  payments  and a  Guarantor  shall  have the right to  receive
payments on the Subordinated Indebtedness from time to time as may be determined
by Borrower.  After the  occurrence  and during the  continuance  of an Event of
Default, no payments of principal or interest may be made or given,  directly or
indirectly,  by or on behalf of any Debtor or  received,  accepted,  retained or
applied by any Guarantor unless and until the Guaranteed Indebtedness shall have
been  paid in full in cash.  If any sums  shall  be paid to a  Guarantor  by any
Debtor or any other Person on account of the Subordinated Indebtedness when such
payment  is not  permitted  hereunder,  such sums shall be held in trust by such
Guarantor  for the benefit of Agent and the Lenders and shall  forthwith be paid
to Agent and applied by Agent against the Guaranteed  Indebtedness in accordance
with this Guaranty  Agreement.  For purposes of this Guaranty Agreement and with
respect  to  a  Guarantor,  the  term  "Subordinated   Indebtedness"  means  all
indebtedness,  liabilities,  and  obligations of Borrower or any other Guarantor
(Borrower and such other  Guarantor  herein the  "Debtors")  to such  Guarantor,

                                      -5-

whether  such  indebtedness,  liabilities,  and  obligations  now  exist  or are
hereafter  incurred or arise,  or are  direct,  indirect,  contingent,  primary,
secondary, several, joint and several, or otherwise, and irrespective of whether
such  indebtedness,  liabilities,  or  obligations  are  evidenced  by  a  note,
contract, open account, or otherwise,  and irrespective of the Person or Persons
in whose favor such  indebtedness,  obligations,  or  liabilities  may, at their
inception,  have been, or may hereafter be created,  or the manner in which they
have been or may hereafter be acquired by such Guarantor.

                   (b) Each Guarantor  agrees that any and all Liens  (including
any  judgment  liens),   upon  any  Debtor's  assets  securing  payment  of  any
Subordinated  Indebtedness  shall be and remain  inferior and subordinate to any
and all Liens  upon any  Debtor's  assets  securing  payment  of the  Guaranteed
Indebtedness or any part thereof, regardless of whether such Liens in favor of a
Guarantor,  Agent or any  Lender  presently  exist or are  hereafter  created or
attached.  Without the prior written  consent of Agent,  no Guarantor  shall (i)
file suit against any Debtor or exercise or enforce any other  creditor's  right
it may have against any Debtor,  or (ii)  foreclose,  repossess,  sequester,  or
otherwise  take  steps or  institute  any  action or  proceedings  (judicial  or
otherwise,  including without limitation the commencement of, or joinder in, any
liquidation,   bankruptcy,   rearrangement,   debtor's   relief  or   insolvency
proceeding)  to enforce any  obligations  of any Debtor to such Guarantor or any
Liens held by such Guarantor on assets of any Debtor.

                  (c)   In  the   event   of   any   receivership,   bankruptcy,
reorganization,  rearrangement,  debtor's relief, or other insolvency proceeding
involving any Debtor as debtor, Agent shall have the right to prove and vote any
claim  under the  Subordinated  Indebtedness  and to receive  directly  from the
receiver,  trustee or other court  custodian all dividends,  distributions,  and
payments made in respect of the Subordinated  Indebtedness  until the Guaranteed
Indebtedness  has been paid in full in cash. Agent may apply any such dividends,
distributions,  and payments  against the Guaranteed  Indebtedness in accordance
with the Credit Agreement.

                  (d) Each Guarantor  agrees that all promissory notes and other
instruments  evidencing  Subordinated  Indebtedness  shall  contain  a  specific
written notice thereon that the indebtedness  evidenced  thereby is subordinated
under the terms of this Guaranty Agreement.

12.  Except for  modifications  made pursuant to the execution and delivery of a
Subsidiary  Joinder  Agreement  (which needs to be signed only by the Subsidiary
party  thereto),  no  amendment  or waiver  of any  provision  of this  Guaranty
Agreement or consent to any  departure by any Guarantor  therefrom  shall in any
event be  effective  unless the same shall be in writing and signed by Agent and
Required  Lenders  except as  otherwise  provided  in the Credit  Agreement.  No
failure  on the  part of  Agent  or any  Lender  to  exercise,  and no  delay in
exercising,  any right,  power, or privilege hereunder shall operate as a waiver
thereof;  nor shall any  single or partial  exercise  of any  right,  power,  or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right,  power, or privilege.  The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.

13. To the extent permitted by law, any  acknowledgment or new promise,  whether
by payment of  principal  or  interest or  otherwise  and whether by Borrower or
others  (including  any  Guarantor),  with  respect  to any  of  the  Guaranteed
Indebtedness  shall,  if the  statute  of  limitations  in favor of a  Guarantor

                                      -6-

against  Agent or any Lender shall have  commenced  to run,  toll the running of
such statute of  limitations  and, if the period of such statute of  limitations
shall have expired, prevent the operation of such statute of limitations.

14.  This  Guaranty  Agreement  is for the  benefit of Agent and the Lenders and
their  successors  and  assigns,  and  in  the  event  of an  assignment  of the
Guaranteed Indebtedness, or any part thereof, the rights and benefits hereunder,
to the extent  applicable to the  indebtedness  so assigned,  may be transferred
with such  indebtedness.  This  Guaranty  Agreement  is binding not only on each
Guarantor, but on each Guarantor's successors and assigns.

15. Each Guarantor  recognizes  that Agent and the Lenders are relying upon this
Guaranty  Agreement and the  undertakings of each Guarantor  hereunder and under
the other Loan Documents to which each is a party in making extensions of credit
to Borrower under the Credit Agreement and further recognizes that the execution
and delivery of this Guaranty  Agreement  and the other Loan  Documents to which
each  Guarantor is a party is a material  inducement to Agent and the Lenders in
entering into the Credit  Agreement and continuing to extend credit  thereunder.
Each  Guarantor  hereby  acknowledges  that there are no  conditions to the full
effectiveness of this Guaranty  Agreement or any other Loan Document to which it
is a party.

16.  Any  notice or demand to any  Guarantor  under or in  connection  with this
Guaranty  Agreement  or any other Loan  Document to which it is a party shall be
deemed effective if given to the Guarantor,  care of Borrower in accordance with
the notice provisions in the Credit Agreement.

17. The Guarantors  shall,  jointly and severally,  pay on demand all reasonable
attorneys' fees and all other  reasonable  costs and expenses  incurred by Agent
and  the  Lenders  in  connection  with  the  administration,   enforcement,  or
collection of this Guaranty Agreement.

18.  Except as otherwise  specifically  provided in the Credit  Agreement,  each
Guarantor hereby waives promptness,  diligence,  notice of any default under the
Guaranteed  Indebtedness,  demand  of  payment,  notice  of  acceptance  of this
Guaranty Agreement,  presentment,  notice of protest, notice of dishonor, notice
of the incurring by Borrower of additional  indebtedness,  and all other notices
and  demands  with  respect to the  Guaranteed  Indebtedness  and this  Guaranty
Agreement.

19. The Credit Agreement,  and all of the terms thereof, are incorporated herein
by reference,  the same as if stated verbatim herein,  and each Guarantor agrees
that Agent and the Lenders  may  exercise  any and all rights  granted to any of
them under the Credit Agreement and the other Loan Documents  without  affecting
the validity or enforceability of this Guaranty Agreement.

20.  THIS  GUARANTY  AGREEMENT  EMBODIES  THE FINAL,  ENTIRE  AGREEMENT  OF EACH
GUARANTOR,  AGENT AND THE LENDERS WITH RESPECT TO EACH  GUARANTOR'S  GUARANTY OF
THE  GUARANTEED  INDEBTEDNESS  AND  SUPERSEDES  ANY AND ALL  PRIOR  COMMITMENTS,
AGREEMENTS,  REPRESENTATIONS,  AND  UNDERSTANDINGS,  WHETHER  WRITTEN  OR  ORAL,

                                      -7-

RELATING TO THE SUBJECT  MATTER HEREOF.  THIS GUARANTY  AGREEMENT IS INTENDED BY
EACH GUARANTOR,  AGENT AND THE LENDERS AS A FINAL AND COMPLETE EXPRESSION OF THE
TERMS OF THE GUARANTY  AGREEMENT,  AND NO COURSE OF DEALING AMONG ANY GUARANTOR,
AGENT AND THE LENDERS,  NO COURSE OF  PERFORMANCE,  NO TRADE  PRACTICES,  AND NO
EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OR OTHER  EXTRINSIC  EVIDENCE OF ANY NATURE SHALL BE USED TO  CONTRADICT,  VARY,
SUPPLEMENT  OR MODIFY  ANY TERM OF THIS  GUARANTY  AGREEMENT.  THERE ARE NO ORAL
AGREEMENTS AMONG ANY GUARANTOR, AGENT AND THE LENDERS.

         21. This  Guaranty  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the  State of Texas  and  applicable  laws of the
United States of America.  EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS,  FOR ITSELF AND ITS PROPERTY,  TO THE NONEXCLUSIVE  JURISDICTION OF THE
SUPREME  COURT OF THE STATE OF TEXAS  SITTING IN DALLAS COUNTY AND OF THE UNITED
STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF TEXAS, AND ANY APPELLATE COURT
FROM ANY THEREOF,  IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENT,  OR FOR  RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,  AND EACH OF
THE GUARANTORS HEREBY IRREVOCABLY AND UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR  PROCEEDING  MAY BE HEARD AND  DETERMINED  IN SUCH
TEXAS STATE OR, TO THE EXTENT  PERMITTED BY LAW, IN SUCH FEDERAL COURT.  EACH OF
THE  GUARANTORS  AGREES THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR  PROCEEDING
SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE
JUDGMENT  OR IN ANY OTHER  MANNER  PROVIDED  BY LAW.  NOTHING  IN THIS  GUARANTY
AGREEMENT  OR ANY OTHER LOAN  DOCUMENT  SHALL AFFECT ANY RIGHT THAT THE AGENT OR
ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN  DOCUMENT  AGAINST A GUARANTOR OR ITS  PROPERTIES IN
THE  COURTS  OF  ANY  JURISDICTION.   Each  Guarantor  hereby   irrevocably  and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any suit,  action or  proceeding  arising out of or  relating  to this  Guaranty
Agreement or any other Loan Document in any court  referred to in this paragraph
21. Each of the Guarantors  irrevocably  waives, to the fullest extent permitted
by law, the defense of an  inconvenient  forum to the maintenance of such action
or proceeding in any such court.

         22.  EACH  GUARANTOR   WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING TO THIS  GUARANTY  AGREEMENT,
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS  CONTEMPLATED  HEREBY (WHETHER BASED
ON CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH  GUARANTOR (A) CERTIFIES THAT NO

                                      -8-

REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO  ENFORCE  THE  FOREGOING  WAIVER AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER
PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT  BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         EXECUTED as of the 29th day of December 1999.

                                   GUARANTORS:

                                   Acxiom CDC, Inc.
                                   Acxiom/Direct Media, Inc.
                                   Acxiom/May & Speh, Inc.
                                   Acxiom RM-Tools, Inc.
                                   Acxiom/Woodland Hills Data Center, Inc.

                                   By:
                                      ------------------------------------------
                                      Name:
                                           -------------------------------------
                                           Authorized Officer of all Guarantors

                                      -9-

                                   EXHIBIT "A"
                                       TO
                               ACXIOM CORPORATION
                               SUBSIDIARY GUARANTY

                          Subsidiary Joinder Agreement

SUBSIDIARY JOINDER AGREEMENT, Solo Page
DALLAS2 635610v7 12283-00139
                          SUBSIDIARY JOINDER AGREEMENT

         This  SUBSIDIARY  JOINDER  AGREEMENT  (the  "Agreement")  dated  as  of
____________________,  ____ is executed by the undersigned (the "Guarantor") for
the benefit of CHASE BANK OF TEXAS,  NATIONAL  ASSOCIATION,  in its  capacity as
agent for the lenders party to the  hereafter  identified  Credit  Agreement (in
such  capacity  herein,  the  "Agent")  and for the  benefit of such  lenders in
connection  with  that  certain  Credit   Agreement  among  ACXIOM   CORPORATION
("Borrower"),  the lenders party thereto (the  "Lenders"),  CHASE BANK OF TEXAS,
NATIONAL  ASSOCIATION,  as the  agent for the  Lenders  (the  "Agent")  and as a
co-administrative  agent,  MERCANTILE BANK, N.A., as a co-administrative  agent,
and BANK OF AMERICA,  N.A., as  syndication  (such Credit  Agreement,  as it may
hereafter be amended or otherwise  modified from time to time, being hereinafter
referred to as the  "Credit  Agreement",  and  capitalized  terms not  otherwise
defined herein shall have the same meaning as set forth in the Credit Agreement)
(as  modified,  the "Credit  Agreement",  and  capitalized  terms not  otherwise
defined herein being used herein as defined in the Credit Agreement).

         The Debtor [is a newly formed or newly acquired Significant  Subsidiary
and] is  required to execute  this  Agreement  pursuant to Sections  5.11 of the
Credit Agreement.

         NOW  THEREFORE,  in  consideration  of the  premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Debtor hereby agrees as follows:

         1. The Debtor hereby assumes all the obligations of a "Guarantor" under
the  Subsidiary  Guaranty  and agrees  that it is a  "Guarantor"  and bound as a
"Guarantor"  under the  terms of the  Subsidiary  Guaranty  as if it had been an
original  signatory  thereto.  In accordance  with the forgoing and for valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Debtor
irrevocably and unconditionally guarantees to the Agent and the Lenders the full
and prompt payment and performance of the Guaranteed Indebtedness (as defined in
the  Subsidiary  Guaranty)  upon  the  terms  and  conditions  set  forth in the
Subsidiary Guaranty.

         2. This Agreement shall be deemed to be part of, and a modification to,
the Subsidiary Guaranty and shall be governed by all the terms and provisions of
the Subsidiary Guaranty,  which terms are incorporated herein by reference,  are
ratified and confirmed and shall  continue in full force and effect as valid and
binding  agreements  of Debtor  enforceable  against  Debtor.  The Debtor hereby
waives notice of Agent's,  the Issuing Bank's or any Lender's acceptance of this
Agreement.

         IN WITNESS WHEREOF, the Debtor has executed this Agreement as of the
day and year first written above.

                                       Debtor:

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                   EXHIBIT "D
                                       TO
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                         Increased Commitment Supplement

                         INCREASED COMMITMENT SUPPLEMENT

        This INCREASED COMMITMENT  SUPPLEMENT (this "Supplement") is dated as of
____________,  ___ and entered into by and among ACXIOM CORPORATION,  a Delaware
corporation (the  "Borrower"),  each of the banks or other lending  institutions
which is a  signatory  hereto  (the  "Lenders"),  CHASE BANK OF TEXAS,  NATIONAL
ASSOCIATION,  as agent for  itself  and the  other  Lenders  (in such  capacity,
together with its  successors in such capacity,  the "Agent"),  and is made with
reference to that  certain  Credit  Agreement  dated as of December 29, 1999 (as
amended,  the "Credit  Agreement"),  by and among the Company,  the Lenders, the
Agent,  MERCANTILE BANK, N.A., as a co-administrative agent and BANK OF AMERICA,
N.A., as syndication  agent.  Capitalized  terms used herein without  definition
shall have the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

        WHEREAS,  pursuant to Section 2.19 of the Credit Agreement, the Borrower
and the  Lenders are  entering  into this  Increased  Commitment  Supplement  to
provide for the increase of the aggregate Revolving Commitments;

        WHEREAS,  each  Lender  [party  hereto and already a party to the Credit
Agreement]  wishes to increase its Revolving  Commitment [, and each Lender,  to
the extent not  already a Lender  party to the Credit  Agreement  (herein a "New
Lender"), wishes to become a Lender party to the Credit Agreement];1

        WHEREAS,  the  Lenders  are  willing to agree to  supplement  the Credit
Agreement in the manner provided herein.

        NOW,  THEREFORE,  in  consideration  of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

        Section  1.Increase in Revolving  Commitments.  Subject to the terms and
conditions  hereof,  each Lender severally agrees that its Revolving  Commitment
shall be increased to [or in the case of a New Lender,  shall be] the amount set
forth opposite its name on the signature pages hereof.

         Section  2. [New  Lenders.  Each New Lender  (i)  confirms  that it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements of the Borrower delivered under Section 5.01 and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis  and decision to enter into this  Supplement;  (ii) agrees that it has,
independently  and without  reliance upon the Agent,  any other Lender or any of
their  Related  Parties and based on such  documents and  information  as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Supplement;  (iii) agrees that it will,  independently and without reliance upon
the Agent,  any other Lender or any of their  Related  Parties and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions  in taking or not taking  action under the Credit
Agreement;  (iv) appoints and  authorizes the Agent to take such action as agent

                                      -1-

on its behalf  and to  exercise  such  powers  and  discretion  under the Credit
Agreement as are delegated to the Agent by the terms thereof, together with such
powers and discretion as are reasonably  incidental thereto; and (v) agrees that
it is a "Lender" under the Credit  Agreement and will perform in accordance with
their terms all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender.

         Section 3.   Conditions to Effectiveness.  Section 1 of this Supplement
shall become effective only upon the satisfaction of the following conditions
precedent:

                  (a)  receipt  by the Agent of an  opinion  of  counsel  to the
         Borrower as to the matters  referred to in Section 3.01,  3.02 and 3.03
         of the Credit  Agreement  (with the term  "Agreement"  as used  therein
         meaning this  Supplement for purposes of such opinion),  dated the date
         hereof, satisfactory in form and substance to the Agent.

                  (b) receipt by the Agent of certified  copies of all corporate
         action taken by the Borrower to authorize the  execution,  delivery and
         performance of this Supplement; and

                  (c) receipt by the Agent of a certificate  of the Secretary or
         an Assistant  Secretary of the Borrower  certifying  the names and true
         signatures  of the  officers of the  Borrower  authorized  to sign this
         Supplement and the other documents to be delivered hereunder.

         Section  4.  Representations  and  Warranties.  In order to induce  the
Lenders to enter into this Supplement and to supplement the Credit  Agreement in
the manner provided herein,  Borrower  represents and warrants to Agent and each
Lender that (a) the representations  and warranties  contained in Article III of
the Credit Agreement are and will be true,  correct and complete in all material
respects  on and as of the  effective  date  hereof to the same extent as though
made on and as of that  date  and for that  purpose,  this  Supplement  shall be
deemed to be the  Agreement  referred to therein,  and (b) no event has occurred
and is  continuing  or will result  from the  consummation  of the  transactions
contemplated by this Supplement that would constitute a Default.

         Section 5. Effect of Supplement.  The terms and provisions set forth in
this Supplement shall modify and supersede all inconsistent terms and provisions
set  forth  in the  Credit  Agreement  and  except  as  expressly  modified  and
superseded by this Supplement,  the terms and provisions of the Credit Agreement
are  ratified and  confirmed  and shall  continue in full force and effect.  The
Borrower,  the  Agent,  and the  Lenders  party  hereto  agree  that the  Credit
Agreement as supplemented hereby shall continue to be legal, valid,  binding and
enforceable in accordance with their  respective  terms. Any and all agreements,
documents,  or instruments now or hereafter  executed and delivered  pursuant to
the  terms  hereof  or  pursuant  to  the  terms  of  the  Credit  Agreement  as
supplemented  hereby, are hereby amended so that any reference in such documents
to the Agreement shall mean a reference to the Agreement as supplemented hereby.

         Section 6.        Applicable  Law.  This  Supplement  shall be governed
by, and construed in accordance with, the laws of the State of Texas and
applicable laws of the United States of America.

                                      -2-

         Section 7. Counterparts, Effectiveness. This Supplement may be executed
in  any  number  of  counterparts,  by  different  parties  hereto  in  separate
counterparts  and on telecopy  counterparts,  each of which when so executed and
delivered shall be deemed an original,  but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from
multiple separate  counterparts and attached to a single counterpart so that all
signature  pages are physically  attached to the same document.  This Supplement
(other than the provisions of Section 1 hereof,  the  effectiveness  of which is
governed by Section 3 hereof)  shall become  effective  upon the  execution of a
counterpart hereof by the Borrower,  the Lenders and receipt by the Borrower and
the  Agent  of  written  or  telephonic   notification  of  such  execution  and
authorization of delivery thereof.

         Section 8. ENTIRE AGREEMENT. THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES  RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE
ANY   AND   ALL   PREVIOUS   COMMITMENTS,   AGREEMENTS,    REPRESENTATIONS   AND
UNDERSTANDINGS,  WHETHER ORAL OR WRITTEN,  RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS OR  DISCUSSIONS  OF THE PARTIES HERETO THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         IN WITNESS  WHEREOF,  the parties hereto have caused this Supplement to
be duly  executed and  delivered by their  respective  officers  thereunto  duly
authorized as of the date first written above.

                                           ACXIOM CORPORATION

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

New Total Revolving Commitment:
$                                          CHASE BANK OF TEXAS, NATIONAL
 ----------------                          ASSOCIATION, individually and as the
                                           Agent

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

$                                          [BANK]
 ----------------

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------
                                      -3-

$                                          [New Lender]
 ----------------

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

         Each Guarantor: (i) consents and agrees to this Supplement; (ii) agrees
that the Subsidiary Guaranty is in full force and effect and continues to be its
legal,  valid and binding  obligation  enforceable in accordance with its terms;
and (iii)  agrees that the  obligations,  indebtedness  and  liabilities  of the
Borrower  arising  as a result  of the  increase  in the  Revolving  Commitments
contemplated  hereby are "Guaranteed  Indebtedness" as defined in the Subsidiary
Guaranty.

                                           [List Guarantors]

                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                      -4-

                                  SCHEDULE 2.01
                                       to
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                             Lenders and Commitments

Lenders                                                    Revolving Commitments
1.       Chase Bank of Texas National Association              $ 35,000,000
2.       Mercantile Bank, N.A.                                 $ 35,000,000
3.       Bank of America, N.A.                                 $ 30,000,000
4.       ABN AMRO Bank, N.V.                                   $ 25,000,000
5.       SunTrust Bank, Nashville, N.A.                        $ 25,000,000
6.       Bank One, NA                                          $ 25,000,000
7.       The Bank of Nova Scotia                               $ 25,000,000
8        Wachovia Bank, N.A.                                   $ 25,000,000
9.       Dai-Ichi Kangyo Bank                                  $ 15,000,000
10.      Regions Bank                                          $ 15,000,000
11.      Bank Hapoalim                                         $ 10,000,000
12.      Comerica Bank                                         $ 10,000,000
         Total                                                 $275,000,000

                                  SCHEDULE 3.12
                                       to
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                     List of all Subsidiaries of the Company

============================================================================
                              DOMESTIC SUBSIDIARIES
============================================================================
         Name                         Incorporated In          Significant
- ----------------------------------------------------------------------------
Acxiom Asia, Ltd.                        Arkansas                  No
- ----------------------------------------------------------------------------
Acxiom CDC, Inc.                         Arkansas                  Yes
- ----------------------------------------------------------------------------
Acxiom/Direct Media, Inc.                Arkansas                  Yes
- ----------------------------------------------------------------------------
Acxiom/May & Speh, Inc.                  Delaware                  Yes
- ----------------------------------------------------------------------------
Acxiom RM-Tools, Inc.                    Arkansas                  No
- ----------------------------------------------------------------------------
Acxiom RTC, Inc.                         Delaware                  No
- ----------------------------------------------------------------------------
Acxiom SDC, Inc.                         Arkansas                  No
- ----------------------------------------------------------------------------
Acxiom Transportation Services, Inc.     Arkansas                  No
- ----------------------------------------------------------------------------
Acxiom/Woodland Hills Data Center, Inc.  Arkansas                  No
- ----------------------------------------------------------------------------
Acxiom JTA Inc.                          New Jersey                No
- ----------------------------------------------------------------------------
Catalog Marketing Services, Inc.         Florida                   No
- ----------------------------------------------------------------------------
DQ Investment Corporation                California                No
- ----------------------------------------------------------------------------
DataQuick Information Systems            California                No
============================================================================
                              FOREIGN SUBSIDIARIES
============================================================================
Acxiom Limited                           United Kingdom            Yes
- ----------------------------------------------------------------------------
Generator Datamarketing Limited          United Kingdom            No
- ----------------------------------------------------------------------------
Marketlead Services, Ltd.                United Kingdom            No
(Agency company of Acxiom Limited)
- ----------------------------------------------------------------------------
Southwark Computer Services, Ltd.        United Kingdom            No
(Agency company of Acxiom Limited)
- ----------------------------------------------------------------------------
Normadress SA                            France                    No
- ----------------------------------------------------------------------------
Marketing Technology SA                  Spain                     No
- ----------------------------------------------------------------------------
Acxiom Australia Pty Ltd.                Australia                 No
- ----------------------------------------------------------------------------

All Subsidiaries are wholly-owned by Acxiom Corporation,  except for Acxiom CDC,
Inc. Acxiom Corporation owns 99% of the outstanding capital stock of Acxiom CDC,
Inc.

                                  SCHEDULE 6.01
                                       to
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

               Existing Indebtedness and Preferred Equity Interest

                            A. Existing Indebtedness

             Description                 Principal             Liens
                                     Outstanding as of
                                        11/30/99
    ----------------------------------------------------------------------------
    1.   Subordinated Debt             $115,000,000    Unsecured
    ----------------------------------------------------------------------------
    2.   6.92% Senior Notes due
         March 30, 2007                $30,000,000     Unsecured
    ----------------------------------------------------------------------------
    3.   9.75% Senior Notes due
         May 1, 2000                    $2,143,000     Unsecured
    ----------------------------------------------------------------------------
    4.   Synthetic Equipment
         Facility                      (see below)     Secured by Lien on all
                                                       Equipment financed
                                                       thereby (as defined in
                                                       the Master Lease
                                                       Agreement relating to the
                                                       Synthetic Equipment
                                                       Facility)
    ----------------------------------------------------------------------------
    5.   8.5% Unsecured Term Loan       $8,600,000     Unsecured
    ----------------------------------------------------------------------------
    6.   Capital Lease Obligations     $18,861,000     Secured by Lien on land
                                                       located in Downers Grove,
                                                       Illinois and the related
                                                       building and other
                                                       related real and personal
                                                       property assets of
                                                       Acxiom/May & Speh, Inc.
    ----------------------------------------------------------------------------
    7.   Software license liabilities  $69,735,000     Interest is software
                                                       licenses arising under
                                                       related agreements.
    ----------------------------------------------------------------------------
    8.   Construction loan              $3,000,000     Secured by Lien on land
                                                       located in Conway,
                                                       Arkansas and the related
                                                       building and other
                                                       related real and personal
                                                       assets of Acxiom
                                                       Corporation.
    ----------------------------------------------------------------------------
    9.   Mortgage loan                  $3,073,000     Secured by Lien on land
                                                       located in Conway,
                                                       Arkansas and the related
                                                       building and other
                                                       related real and personal
                                                       assets of Acxiom
                                                       Corporation.
    ----------------------------------------------------------------------------
    10.  Aircraft Lease Agreement
         with General Electric          $2,250,000     Secured by Lien on
         Capital Corporation                           Aircraft (as defined in
                                                       the Aircraft Lease
                                                       Agreement)
    ----------------------------------------------------------------------------
    11.  Other capital leases, debt
         and long-term liabilities      $1,904,000     Secured by various Liens
                                                       on assets of Borrower
                                                       and/or its Subsidiaries
                                                       with a book value of
                                                       less than $500,000.
    ----------------------------------------------------------------------------

      Total commitment under the Synthetic Equipment Facility is $100,000,000.

                         B. Preferred Equity Interests.

                                      None

                                  SCHEDULE 6.02
                                       to
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                                 Existing Liens

         Liens described in Schedule 6.01.

                                  SCHEDULE 6.04
                                       to
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                              Existing Investments

================================================================================
       Person                           Type                          Balance
                                                                    at 11/30/99
================================================================================
Ceres Integrated              25% ownership and membership          $ 3,176,000
Solutions, LLC                interest
- --------------------------------------------------------------------------------
Chenal Technology Office      50% ownership interest                  1,021,000
Joint Venture
- --------------------------------------------------------------------------------
Customer Analytics, Inc.      250,000 shares Series A                   500,000
                              Preferred Stock
- --------------------------------------------------------------------------------
Exchange Marketing Group,     Ownership of a 40% equity                 610,000
LLC                           interest in Exchange
                              Marketing Group, LLC
- --------------------------------------------------------------------------------
Riverdale Office Building     81.82% ownership interest                 943,000
Joint Venture
- --------------------------------------------------------------------------------
Bigfoot International         27% of Bigfoot International            9,522,000
                              (5000 shares of common stock
                              ($4,000,000.00), $4,000,000.00
                              Convertible Promissory Note,
                              $750,000 of Preferred Series A
                              Convertible, $750,000
                              contribution of Oracle license)
- --------------------------------------------------------------------------------
Joint Venture Agreement,      Participating Interest of 50%             520,000
Publishing & Broadcasting
Limited; Jade West
Entertainment PTY Limited;
Acxiom Corporation; Acxiom
Australia PTY Limited;
Acxiom PTY Limited
("Australian/New Zealand
Joint Venture)
- --------------------------------------------------------------------------------
Digital Asset Management,     35% equity interest                     1,769,000
Inc.
- --------------------------------------------------------------------------------
EMC                           Miscellaneous                              50,000
- --------------------------------------------------------------------------------
Constellation Ventures        Constellation Ventures is a             3,000,000
                              Bear Stearns Venture Capital
                              Group, Acxiom's maximum
                              commitment is $5,000,000.00.
- --------------------------------------------------------------------------------
B & K List Services, Inc.     Ownership of 100% of assets                37,000
                              of a small list brokerage
                              business
- --------------------------------------------------------------------------------
The Personal Marketing        Interim loan of $250,000.00               250,000
Company "PMC"                 subject to completion of
                              transaction; Acxiom has the
                              option to purchase up to 15%
                              of the common stock of PMC
                                                                     ----------
- --------------------------------------------------------------------------------
                                                                    $21,398,000
================================================================================

                                  SCHEDULE 6.10
                                       to
                               ACXIOM CORPORATION
                                CREDIT AGREEMENT

                              Existing Restrictions

         Existing  restrictions  include the  restrictions and conditions on the
(a) ability of the  Borrower  or any  Subsidiary  to create,  incur or permit to
exist any Lien upon any of its  property  or assets,  or (b) the  ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital  stock,  to make or repay  loans or advances to the  Borrower or any
other  Subsidiary,  or to  Guarantee  Indebtedness  of the Borrower or any other
subsidiary,  that  are  contained  in  the  loan  documents  pertaining  to  the
Indebtedness described in items 1, 2, 3, 4 and 5 of Schedule 6.01.

                                EXHIBIT EX-10(k)

                         INCREASED COMMITMENT SUPPLEMENT

        This INCREASED COMMITMENT  SUPPLEMENT (this "Supplement") is dated as of
February 22, 2000 and entered into by and among ACXIOM  CORPORATION,  a Delaware
corporation  (the  "Borrower"),  MIDFIRST  BANK, a federally  chartered  savings
association (the "New Lender"),  CHASE BANK OF TEXAS, NATIONAL  ASSOCIATION,  as
agent for itself and the other  Lenders  (in such  capacity,  together  with its
successors in such  capacity,  the "Agent"),  and is made with reference to that
certain Credit Agreement dated as of December 29, 1999 (as amended,  the "Credit
Agreement"),  by and among the Company,  the lenders named  therein,  the Agent,
MERCANTILE BANK, N.A., as a co-administrative  agent and BANK OF AMERICA,  N.A.,
as syndication  agent.  Capitalized  terms used herein without  definition shall
have the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

        Pursuant to Section  2.19 of the Credit  Agreement,  the  Borrower,  the
Agent and the New Lender are entering into this Increased Commitment  Supplement
to provide for the increase of the aggregate Revolving  Commitments and, in that
connection,  the New  Lender  wishes to become a  "Lender"  party to the  Credit
Agreement.

        NOW,  THEREFORE,  in  consideration  of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

        Section 1. Increase in Revolving  Commitments.  Subject to the terms and
conditions  hereof,  the New  Lender  agrees  that  effective  March 7, 2000 its
Revolving  Commitment  shall be the  amount set forth  opposite  its name on the
signature  pages  hereof.  After  giving  effect to the New  Lender's  Revolving
Commitment, the aggregate amount of the Revolving Commitments is $285,000,000.

        Section 2. New Lender.  The New Lender (i) confirms that it has received
a copy  of the  Credit  Agreement,  together  with  copies  of the  most  recent
financial statements of the Borrower delivered under Section 5.01 and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis  and decision to enter into this  Supplement;  (ii) agrees that it has,
independently  and without  reliance upon the Agent,  any other Lender or any of
their  Related  Parties and based on such  documents and  information  as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Supplement;  (iii) agrees that it will,  independently and without reliance upon
the Agent,  any other Lender or any of their  Related  Parties and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions  in taking or not taking  action under the Credit
Agreement;  (iv) appoints and  authorizes the Agent to take such action as agent
on its behalf  and to  exercise  such  powers  and  discretion  under the Credit
Agreement as are delegated to the Agent by the terms thereof, together with such
powers and discretion as are reasonably  incidental thereto; and (v) agrees that
it is a "Lender" under the Credit  Agreement and will perform in accordance with
their terms all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender.

        Section 3.  Conditions to  Effectiveness.  Section 1 of this  Supplement
shall become effective only upon the satisfaction of the following conditions
precedent:

                    (a)  receipt  by the Agent of an  opinion  of counsel to the
         Borrower as to the matters  referred to in Section 3.01,  3.02 and 3.03
         of the Credit  Agreement  (with the term  "Agreement"  as used  therein
         meaning this  Supplement for purposes of such opinion),  dated the date
         hereof, satisfactory in form and substance to the Agent.

                    (b)  receipt  by  the  Agent  of  certified  copies  of  all
         corporate  action  taken by the Borrower to  authorize  the  execution,
         delivery and performance of this Supplement; and

                    (c) receipt by the Agent of a  certificate  of the Secretary
         or an Assistant Secretary of the Borrower certifying the names and true
         signatures  of the  officers of the  Borrower  authorized  to sign this
         Supplement and the other documents to be delivered hereunder.

                                      -1-

        Section 4.  Representations  and Warranties.  In order to induce the New
Lender to enter into this  Supplement and to supplement the Credit  Agreement in
the manner provided herein,  Borrower  represents and warrants to Agent, the New
Lender and each Lender that (a) the representations and warranties  contained in
Article III of the Credit  Agreement are and will be true,  correct and complete
in all  material  respects  on and as of the  effective  date hereof to the same
extent  as  though  made  on and as of that  date  and for  that  purpose,  this
Supplement shall be deemed to be the Agreement  referred to therein,  and (b) no
event has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Supplement that would constitute a Default.

        Section 5. Effect of  Supplement.  The terms and provisions set forth in
this Supplement shall modify and supersede all inconsistent terms and provisions
set  forth  in the  Credit  Agreement  and  except  as  expressly  modified  and
superseded by this Supplement,  the terms and provisions of the Credit Agreement
are  ratified and  confirmed  and shall  continue in full force and effect.  The
Borrower,  the Agent,  and the New Lender  agree  that the Credit  Agreement  as
supplemented hereby shall continue to be legal,  valid,  binding and enforceable
in accordance with their respective terms. Any and all agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit  Agreement as  supplemented  hereby,  are
hereby  amended so that any reference in such  documents to the Agreement  shall
mean a reference to the Agreement as supplemented hereby.

        Section 6.  Applicable  Law. This  Supplement  shall be governed by, and
construed in accordance with, the laws of the State of Texas and applicable laws
of the United States of America.

        Section 7. Counterparts,  Effectiveness. This Supplement may be executed
in  any  number  of  counterparts,  by  different  parties  hereto  in  separate
counterparts  and on telecopy  counterparts,  each of which when so executed and
delivered shall be deemed an original,  but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from
multiple separate  counterparts and attached to a single counterpart so that all
signature  pages are physically  attached to the same document.  This Supplement
(other than the provisions of Section 1 hereof,  the  effectiveness  of which is
governed by Section 3 hereof)  shall become  effective  upon the  execution of a
counterpart hereof by the Borrower, the New Lender and the Agent.

        Section 8. ENTIRE AGREEMENT.  THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES  RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE
ANY   AND   ALL   PREVIOUS   COMMITMENTS,   AGREEMENTS,    REPRESENTATIONS   AND
UNDERSTANDINGS,  WHETHER ORAL OR WRITTEN,  RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS OR  DISCUSSIONS  OF THE PARTIES HERETO THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         IN WITNESS  WHEREOF,  the parties hereto have caused this Supplement to
be duly  executed and  delivered by their  respective  officers  thereunto  duly
authorized as of the date first written above.

                            ACXIOM CORPORATION

                            By: /s/ Jerry C. Jones
                               -------------------------------------------------
                               Jerry C. Jones, Business Development/Legal Leader

                            CHASE BANK OF TEXAS, NATIONAL
                            ASSOCIATION, only in its capacity as the Agent

                            By: /s/ Michael J. Lister
                               -------------------------------------------------
                               Michael J. Lister, Vice President

                                      -2-

Revolving Commitment:       MIDFIRST BANK
$ 10,000,000

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

         Each Guarantor: (i) consents and agrees to this Supplement; (ii) agrees
that the Subsidiary Guaranty is in full force and effect and continues to be its
legal,  valid and binding  obligation  enforceable in accordance with its terms;
and (iii)  agrees that the  obligations,  indebtedness  and  liabilities  of the
Borrower  arising  as a result  of the  increase  in the  Revolving  Commitments
contemplated  hereby are "Guaranteed  Indebtedness" as defined in the Subsidiary
Guaranty.

                            Acxiom CDC, Inc.
                            Acxiom/Direct Media, Inc.
                            Acxiom/May & Speh, Inc.
                            Acxiom RM-Tools, Inc.
                            Acxiom/Woodland Hills Data Center, Inc.

                            By:  /s/ Jerry C. Jones
                               -------------------------------------------------
                               Jerry C. Jones, Authorized Officer of all
                               Guarantors

                                      -3-

                                 EXHIBIT 10(l)

                         INCREASED COMMITMENT SUPPLEMENT

        This INCREASED COMMITMENT  SUPPLEMENT (this "Supplement") is dated as of
June 15,  2000 and  entered  into by and among  ACXIOM  CORPORATION,  a Delaware
corporation  (the  "Borrower"),  UNION PLANTERS  BANK,  N.A. (the "New Lender"),
CHASE  BANK OF TEXAS,  NATIONAL  ASSOCIATION,  as agent for itself and the other
Lenders (in such capacity,  together with its  successors in such capacity,  the
"Agent"),  and is made with reference to that certain Credit  Agreement dated as
of December  29, 1999 (as  amended,  the "Credit  Agreement"),  by and among the
Company,  the lenders named  therein,  the Agent,  MERCANTILE  BANK,  N.A., as a
co-administrative  agent  and  BANK OF  AMERICA,  N.A.,  as  syndication  agent.
Capitalized  terms used herein without  definition  shall have the same meanings
herein as set forth in the Credit Agreement.

                                    RECITALS

        Pursuant to Section  2.19 of the Credit  Agreement,  the  Borrower,  the
Agent and the New Lender are entering into this Increased Commitment  Supplement
to provide for the increase of the aggregate Revolving  Commitments and, in that
connection,  the New  Lender  wishes to become a  "Lender"  party to the  Credit
Agreement.

        NOW,  THEREFORE,  in  consideration  of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

        Section 1. Increase in Revolving  Commitments.  Subject to the terms and
conditions  hereof,  the New Lender  agrees  that  effective  June 15,  2000 its
Revolving  Commitment  shall be the  amount set forth  opposite  its name on the
signature  pages  hereof.  After  giving  effect to the New  Lender's  Revolving
Commitment, the aggregate amount of the Revolving Commitments is $295,000,000.

        Section 2. New Lender.  The New Lender (i) confirms that it has received
a copy  of the  Credit  Agreement,  together  with  copies  of the  most  recent
financial statements of the Borrower delivered under Section 5.01 and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis  and decision to enter into this  Supplement;  (ii) agrees that it has,
independently  and without  reliance upon the Agent,  any other Lender or any of
their  Related  Parties and based on such  documents and  information  as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Supplement;  (iii) agrees that it will,  independently and without reliance upon
the Agent,  any other Lender or any of their  Related  Parties and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions  in taking or not taking  action under the Credit
Agreement;  (iv) appoints and  authorizes the Agent to take such action as agent
on its behalf  and to  exercise  such  powers  and  discretion  under the Credit
Agreement as are delegated to the Agent by the terms thereof, together with such
powers and discretion as are reasonably  incidental thereto; and (v) agrees that
it is a "Lender" under the Credit  Agreement and will perform in accordance with
their terms all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender.

        Section 3.  Conditions to  Effectiveness.  Section 1 of this  Supplement
shall become  effective only upon the satisfaction of the following conditions
precedent:

                    (a)  receipt  by the Agent of an  opinion  of counsel to the
         Borrower as to the matters  referred to in Section 3.01,  3.02 and 3.03
         of the Credit  Agreement  (with the term  "Agreement"  as used  therein
         meaning this  Supplement for purposes of such opinion),  dated the date
         hereof, satisfactory in form and substance to the Agent;

                    (b)  receipt  by  the  Agent  of  certified  copies  of  all
         corporate  action  taken by the Borrower to  authorize  the  execution,
         delivery and performance of this Supplement;

                    (c) receipt by the Agent of a  certificate  of the Secretary
         or an Assistant Secretary of the Borrower certifying the names and true
         signatures  of the  officers of the  Borrower  authorized  to sign this
         Supplement and the other documents to be delivered hereunder; and

                    (d)  receipt by the Agent of this  Supplement  signed by the
Required Lenders.

                                      -1-

        Section 4.  Representations  and Warranties.  In order to induce the New
Lender to enter into this  Supplement and to supplement the Credit  Agreement in
the manner provided herein,  Borrower  represents and warrants to Agent, the New
Lender and each Lender that (a) the representations and warranties  contained in
Article III of the Credit  Agreement are and will be true,  correct and complete
in all  material  respects  on and as of the  effective  date hereof to the same
extent  as  though  made  on and as of that  date  and for  that  purpose,  this
Supplement shall be deemed to be the Agreement  referred to therein,  and (b) no
event has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Supplement that would constitute a Default.

        Section 5. Effect of  Supplement.  The terms and provisions set forth in
this Supplement shall modify and supersede all inconsistent terms and provisions
set  forth  in the  Credit  Agreement  and  except  as  expressly  modified  and
superseded by this Supplement,  the terms and provisions of the Credit Agreement
are  ratified and  confirmed  and shall  continue in full force and effect.  The
Borrower,  the Agent,  and the New Lender  agree  that the Credit  Agreement  as
supplemented hereby shall continue to be legal,  valid,  binding and enforceable
in accordance with its terms. Any and all agreements,  documents, or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Credit Agreement as supplemented  hereby, are hereby amended
so that any reference in such documents to the Agreement  shall mean a reference
to the Agreement as supplemented hereby.

        Section 6.  Applicable  Law. This  Supplement  shall be governed by, and
construed in accordance with, the laws of the State of Texas and applicable laws
of the United States of America.

        Section 7. Counterparts,  Effectiveness. This Supplement may be executed
in  any  number  of  counterparts,  by  different  parties  hereto  in  separate
counterparts  and on telecopy  counterparts,  each of which when so executed and
delivered shall be deemed an original,  but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from
multiple separate  counterparts and attached to a single counterpart so that all
signature  pages are physically  attached to the same document.  This Supplement
(other than the provisions of Section 1 hereof,  the  effectiveness  of which is
governed by Section 3 hereof)  shall become  effective  upon the  execution of a
counterpart hereof by the Borrower, the New Lender and the Agent.

        Section 8. ENTIRE AGREEMENT.  THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES  RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE
ANY   AND   ALL   PREVIOUS   COMMITMENTS,   AGREEMENTS,    REPRESENTATIONS   AND
UNDERSTANDINGS,  WHETHER ORAL OR WRITTEN,  RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS OR  DISCUSSIONS  OF THE PARTIES HERETO THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         IN WITNESS  WHEREOF,  the parties hereto have caused this Supplement to
be duly  executed and  delivered by their  respective  officers  thereunto  duly
authorized as of the date first written above.

                            ACXIOM CORPORATION

                            By: /s/ Jerry C. Jones
                               -------------------------------------------------
                               Jerry C. Jones, Business Development/Legal Leader

                            CHASE BANK OF TEXAS, NATIONAL
                            ASSOCIATION, only in its capacity as the Agent and
                            as a Lender for purposes of the Lender Consent set
                            forth below

                            By: /s/ Michael J. Lister
                               -------------------------------------------------
                               Michael J. Lister, Vice President

                                      -2-

Revolving Commitment:       UNION PLANTERS BANK, N.A.
$ 10,000,000

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                                GUARANTOR CONSENT

         Each Guarantor: (i) consents and agrees to this Supplement; (ii) agrees
that the Subsidiary Guaranty is in full force and effect and continues to be its
legal,  valid and binding  obligation  enforceable in accordance with its terms;
and (iii)  agrees that the  obligations,  indebtedness  and  liabilities  of the
Borrower  arising  as a result  of the  increase  in the  Revolving  Commitments
contemplated  hereby are "Guaranteed  Indebtedness" as defined in the Subsidiary
Guaranty.

                            Acxiom CDC, Inc.
                            Acxiom/Direct Media, Inc.
                            Acxiom/May & Speh, Inc.
                            Acxiom RM-Tools, Inc.
                            Acxiom/Woodland Hills Data Center, Inc.

                            By:  /s/ Jerry C. Jones
                               -------------------------------------------------
                               Jerry C. Jones, Authorized Officer of all
                               Guarantors

                                      -3-

                                 LENDER CONSENT

         Each of the  Lenders  whose  signatures  appear  below  consent to this
Supplement and waives,  for purposes of this Supplement  only, (i) the condition
that the  aggregate  amount of the Revolving  Commitments  may only be increased
once under  Section  2.19 of the  Agreement  and (ii) the  requirement  that the
Borrower  provide notice that the New Lender has agreed to provide the requested
increase in the Revolving Commitment.

                            BANK OF AMERICA, N.A., as syndication agent and as a
                            Lender

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            FIRSTAR BANK, N.A., as a co-administrative agent and
                            as a Lender

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            THE BANK OF NOVA SCOTIA, as co-agent and as a Lender

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            BANK ONE, NA (Main Office - Chicago), as co-agent
                            and as a Lender

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            SUNTRUST BANK, as co-agent and as a Lender

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                                      -4-

                            WACHOVIA BANK, N.A., as co-agent and as a Lender

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            ABN AMRO BANK N.V., as co-agent and as a Lender

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            BANK HAPOALIM

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            COMERICA BANK

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            THE DAI-ICHI KANGYO BANK, LIMITED

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                                      -5-

                            REGIONS BANK

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                            MIDFIRST BANK

                            By:
                               -------------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------

                                      -6-

                                   EXHIBIT 13

SELECTED FINANCIAL DATA

Years Ended
 March 31,           2000          1999         1998         1997       1996
- --------------------------------------------------------------------------------
Earnings
Statement
Data:
 Revenue          $ 964,460      754,057       592,329     499,232     346,671
 Net earnings
  (loss)           $ 90,363      (15,142)       47,155      38,944      27,284
 Basic earnings
  (loss) per
  share              $ 1.06         (.19)          .64         .55         .42
 Diluted
  earnings
  (loss)
  per share          $ 1.00         (.19)          .58         .49         .39

March 31,            2000          1999         1998        1997       1996
- --------------------------------------------------------------------------------
Balance
Sheet Data:
 Current assets   $ 340,046      301,999       294,704     150,805      87,174
 Current
  liabilities     $ 180,008      167,915        84,201      54,044      44,965
 Total assets   $ 1,105,296      889,800       681,634     419,788     247,564
 Long-term debt,
  excluding
  current
  installments    $ 289,234      325,223       254,240     109,898      45,222
 Stockholders'
  equity          $ 587,730      357,773       308,225     237,606     144,196

(In thousands, except per share data. Per share data are restated to reflect
2-for-1 stock split in fiscal 1997.)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On May 28, 1999, the Company completed the acquisition of Computer
Graphics of Arizona, Inc. and all of its affiliated companies. On September
17, 1998, the Company completed the acquisition of May & Speh, Inc. Both
mergers have been accounted for as poolings-of-interests. Accordingly, the
consolidated financial statements have been restated as if the combining
companies had been combined for all periods presented. See note 2 to the
consolidated financial statements for a more detailed discussion of the merger
transactions.

RESULTS OF OPERATIONS
For the fiscal year ended March 31, 2000, the Company recorded the highest
annual revenue, earnings and earnings per share in its history. Consolidated
revenue was a record $964.5 million in 2000, up 28% from 1999. Excluding the
impact of Direct Media, which was sold during the year, revenue increased 31%
over the prior year. Revenue increased 43% after further adjusting revenues
for the impact of lower revenue contributions from two customers: Waste
Management, whose contract terminated July 1, 1999 and Allstate, whose
revenues have declined due to lower volumes and reduced pricing. For fiscal
1999, revenue growth was 27% over 1998.
    The following table shows the Company's revenue by business segment for
each of the years in the three-year period ended March 31, 2000 (dollars in
millions):

- ------------------------------------------------------------------------------
                                                         1999      1998
                           2000      1999      1998   to 2000   to 1999
- ------------------------------------------------------------------------------
Services                $ 609.8   $ 453.1   $ 331.7       +35%      +37%
Data Products             232.6     188.0     155.2       +24       +21
Information Technology
  Management              194.9     154.6     128.4       +26       +20
Intercompany
  eliminations            (72.8)    (41.6)    (23.0)      +75       +81
- ------------------------------------------------------------------------------
                        $ 964.5   $ 754.1   $ 592.3       +28%      +27%
- ------------------------------------------------------------------------------

The Services segment, the Company's largest segment, provides data
warehousing, list processing and consulting services to large corporations in
a number of vertical industries. Revenue growth for this segment has been
strong with fiscal 2000 growing 35% following a 37% increase in 1999. Fiscal
2000 revenues grew 44% after adjusting for lower Allstate-related revenues
noted above. Revenue contributions in this segment from financial services,
retail, telecommunications and international customers led to the strong year-
over-year performance.
    The Data Products segment provides data content primarily in support of
their customers' direct marketing activities. One of the channels for the Data
Products segment is the customers of the Services segment. For internal
reporting purposes, these revenues are included in both segments and then
adjusted within the intercompany elimination. As evidenced by the table above,
data revenues from the Services segment's customers grew strongly in 2000
increasing 75% over the prior year after an 81% increase in 1999. Fiscal 2000
revenue increased 39% after adjusting for the impact of the Direct Media
business sold during the year. This growth was fueled by data and data license
sales of the Infobase products.
    The Information Technology Management segment reflects outsourcing
services primarily in the areas of data center, client server and network
management. This segment grew 26% in 2000 after increasing 20% in 1999. The
growth during 2000 was hampered by a decrease in the Waste Management contract
which terminated during the year, as noted above. Excluding this contract, the
remaining Information Technology Management segment grew 56% for the year,
reflecting new outsourcing contracts with Deluxe, Wards, the City of Chicago,
AGL Resources, and customers from the Litton Enterprise Solutions acquisition
during the third quarter.

    The following table presents operating expenses for each of the years in
the three-year period ended March 31, 2000 (dollars in millions):

- ------------------------------------------------------------------------------
                                                         1999      1998
                           2000      1999      1998   to 2000   to 1999
- ------------------------------------------------------------------------------
Salaries and benefits   $ 361.8   $ 283.6   $ 219.3       +28%      +29%
Computer,
  communications and
  other equipment         151.8     111.9      87.5       +36       +28
Data costs                113.1     111.4      93.4       + 2       +19
Other operating costs
  and expenses            173.9     129.8     106.5       +34       +22
Special charges               -     118.7       4.7        NA        NA
- ------------------------------------------------------------------------------
                        $ 800.6   $ 755.4   $ 511.4       + 6%      +48%
- ------------------------------------------------------------------------------

Salaries and benefits increased from 1999 to 2000 by 28%, and from 1998 to
1999 by 29%, which are both generally due to headcount and normal salary
increases to support the Company's revenue growth. Headcount stood at 5,462 at
March 31, 2000, compared to 5,166 at March 31, 1999 and 4,173 at March 31,
1998. The increase for 2000 was reduced by the sale of Direct Media during the
fourth quarter, causing a decrease of approximately 400 in headcount.
    Computer, communications and other equipment costs increased 36% from 1999
to 2000, after rising 28% from 1998 to 1999. The increases in 2000 and 1999
reflect depreciation on capital expenditures and amortization of software
costs expenditures made to accommodate business growth, in particular the
outsourcing business in the Information Technology Management segment.
    Data costs grew 2% in 2000 compared to 19% in 1999. The increase in 2000
was caused by increases in Data Products segment revenue of 24% that were
mostly offset by an 8% reduction in revenue under the data management contract
with Allstate. In 1999, the increase was due to an increase in Data Products
segment revenue of 21%, along with an increase in Allstate revenue of 10%.
    Other operating costs and expenses increased by 34% in 2000, compared to
22% in 1999. Facilities costs increased $11.2 million in 2000 and $5.5 million
in 1999, principally due to new buildings in Little Rock, Arkansas and Downers
Grove, Illinois. Cost of sales, primarily related to sales of hardware,
increased $17.7 million in 2000 after decreasing by $3.6 million in 1999.
Other line items with significant increases in 2000 included office supplies,
operating supplies, travel, amortization of goodwill, and consulting and
outside services.
    In the second and third quarters of fiscal 1999, the Company recorded
special charges which totaled $118.7 million. These charges were merger and
integration expenses associated with the May & Speh merger and the write-down
of other impaired assets. The charges consisted of approximately $10.7 million
of transaction costs, $8.1 million in associate-related reserves, $48.5
million in contract termination costs, $11.5 million for the write-down of
software, $29.3 million for the write-down of property and equipment, $7.8
million for the write-down of goodwill and other assets, and $2.8 million in
other accruals. See note 2 to the consolidated financial statements for
further information about the special charges. In 1998, May & Speh recorded a
$4.7 million special charge primarily for severance costs.
    Total spending on capitalized software and research and development
expense was $72.1 million in 2000, compared to $36.3 million in 1999 and $35.1
million in 1998. Research and development expense was $34.8 million, $17.8
million, and $13.7 million for 2000, 1999, and 1998, respectively. The
increase in research and development spending includes increased investment in
AbiliTec and the Acxiom Data Network, as discussed more fully in the Outlook
section, below.
    Excluding the effect of the special charges in both 1999 and 1998, income
from operations grew to $163.9 million in 2000 from $117.4 million in 1999 and
$85.6 million in 1998, an increase of 40% and 37%, respectively. The operating
margin for 2000 grew to 17.0% from the operating margins before special
charges of 15.6% and 14.5% for 1999 and 1998, respectively. Operating margins
for the Services and Information Technology Management segments are generally
higher than that of the Data Products segment. For fiscal 2000, operating
margins were 20.6%, 13.7%, and 22.7% for the Services, Data Products, and
Information Technology Management segments, respectively.

    Interest expense increased by $6.1 million in 2000 after increasing $7.3
million in 1999. The increases are due primarily to increased average debt
levels, including $115 million of convertible debt issued by May & Speh in
March 1998, increases in the Company's revolving credit agreement, and
increases in enterprise software license liabilities.
    Other, net is primarily comprised of interest income of $3.9 million in
2000, $6.4 million in 1999, and $2.9 million in 1998 related to noncurrent
receivables and invested cash. Other, net for 1998 also included a $0.9
million gain on the disposal of the Pro CD retail and direct marketing
business.
    The Company's effective tax rate, excluding the special charges, was
37.5%, 37.3%, and 37.3% for 2000, 1999, and 1998, respectively. In each year,
the effective rate exceeded the U.S. statutory rate because of state income
taxes, partially offset by research and experimentation tax credits. In 1999,
the effect of the special charges increased the effective tax rate as certain
of the special charges are not deductible for federal or state tax purposes.
    The Company currently expects its effective tax rate to be 38-39% for
fiscal 2001. This estimate is based on current tax law and current estimates
of earnings, and is subject to change.
    Net earnings for fiscal 2000 were $90.4 million. The net loss was $15.1
million in 1999 including the special charges noted above. Excluding the
effect of the special charges, net earnings in 1999 would have been $66.8
million. Net earnings were $47.2 million in 1998, or $50.1 million excluding
the special charge. Basic earnings per share, excluding the special charges,
would have been $1.06, $0.86, and $0.68 in 2000, 1999, and 1998, respectively.
Diluted earnings per share would have been $1.00, $0.78, and $0.61,
respectively.

CAPITAL RESOURCES AND LIQUIDITY
Working capital at March 31, 2000 totaled $160.0 million compared to
$134.1 million a year previously. At March 31, 2000, the Company had available
credit lines of $286.5 million of which $61.5 million was outstanding. The
Company's debt-to-capital ratio (capital defined as long-term debt plus
stockholders' equity) was 33% at March 31, 2000 compared to 48% at March 31,
1999. Included in long-term debt at March 31, 1999 are two convertible debt
facilities totaling $140 million, of which $25.0 million was converted to
equity in fiscal 2000. The conversion price for the remaining $115 million
convertible debt is $19.89 per share. The market price of the Company's common
stock has been in excess of this conversion price for most of the current
fiscal year. If the price of the Company's common stock stays above the
conversion price, management expects this debt to be converted to equity as
well. Assuming the remaining convertible debt had converted to equity, the
Company's debt-to-capital ratio would have been reduced to 20% at March 31,
2000. Total stockholders' equity increased 64% to $587.7 million at March 31,
2000.
    Cash provided by operating activities was $104.6 million for 2000 compared
to $60.4 million for 1999 and $65.5 million for 1998. Earnings before interest
expense, taxes, depreciation, and amortization ("EBITDA"), excluding the
impact of the special charges, increased by 35% in both 2000 and 1999. The
resulting operating cash flow was reduced by $112.6 million in 2000, $124.3
million in 1999, and $55.8 million in 1998 due to the net change in operating
assets and liabilities. The change primarily reflects higher current and
noncurrent receivables, partially offset by higher accounts payable and
accrued liabilities resulting from the growth of the business. Days sales
outstanding ("DSO") has improved from 80 days at March 31, 1999 to 67 days at
March 31, 2000. This improvement was significantly better than management's
72-day target for the end of fiscal 2000. EBITDA is not intended to represent
cash flows for the period, is not presented as an alternative to operating
income as an indicator of operating performance, may not be comparable to
other similarly titled measures of other companies, and should not be
considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles. However,
EBITDA is a relevant measure of the Company's operations and cash flows and is
used internally as a surrogate measure of cash provided by operating
activities.
    Investing activities used $157.8 million in 2000, $190.3 million in 1999,
and $86.8 million in 1998. Investing activities in 2000 included $120.6
million in capital expenditures, compared to $127.9 million in 1999 and $68.1
million in 1998. Capital expenditures are principally due to purchases of data
center equipment to support the Company's outsourcing agreements, as well as
the purchase of additional data center equipment in the Company's core data
centers. In fiscal 2000, the Company occupied two new buildings in Little

Rock, Arkansas and in fiscal 1999, the Company occupied a new building in
Downers Grove, Illinois. During fiscal 2000, the Company entered into a $100
million synthetic off-balance sheet lease arrangement with a financial
institution for computer equipment purchases, under which it has acquired
equipment costing $67.8 million at March 31, 2000. Of this total, $34.8
million was received in a sale and leaseback transaction of equipment that had
previously been owned by the Company. The remaining lease funding reduced
capital expenditures for fiscal 2000 by $33.0 million.
    Investing activities during 2000 also include $37.3 million in software
development costs, compared to $18.5 million in 1999 and $21.4 million in
1998. Capitalization in 2000 and 1999 included approximately $19.2 million and
$4.1 million, respectively, related to the Acxiom Data Network and AbiliTec
products. The remainder of the software capitalization includes software tools
and databases developed for customers in all three segments of the business.
Investing activities also reflect cash paid for acquisitions of $33.0 million
in 2000, $46.0 million in 1999, and $19.8 million in 1998. Dispositions of
assets in 1998 includes $13.0 million from the sale of the retail and direct
marketing assets of Pro CD. Notes 2 and 15 to the consolidated financial
statements discuss the acquisitions and dispositions in more detail. Investing
activities also reflect the investment of $5.8 million in 2000, $10.4 million
in 1999, and $6.1 million in 1998 by the Company in joint ventures. Investing
activities for 1999 and 1998 also include purchases and sales of marketable
securities. These securities were owned by May & Speh prior to the merger.
    Financing activities in 2000 provided $64.6 million, including the sale of
stock by the Company in a secondary offering which generated approximately
$51.3 million in cash, along with sales of stock through the Company's stock
option and employee stock purchase plans. Financing activities in 1999
included sales of stock through the Company's stock option and employee stock
purchase plans and the exercise of a warrant by Trans Union Corporation for
the purchase of 4 million shares. This warrant was issued to Trans Union in
1992 in conjunction with the data center management agreement between Trans
Union and the Company. Financing activities in 1998 provided $127.4 million,
including the issuance of the $115 million convertible debt by May & Speh in
March 1998.
    During fiscal 2000, the Company began construction on a new customer
service facility in Conway, and anticipates beginning construction in fiscal
2001 on another customer service facility in Little Rock, as well as a new
customer service and data center facility in Phoenix. The Conway project is
expected to be completed in June 2000 and to cost approximately $12.0 million.
The Little Rock building is expected to cost approximately $30.0 to $35.0
million and construction is expected to last from June 2000 to December 2001.
The Phoenix project is expected to cost approximately $25.0 million, including
land, and construction is expected to last from August 2000 through May 2001.
The Company has secured construction and permanent financing for the Conway
project through a local bank. The City of Little Rock has committed to issue
revenue bonds for the Little Rock project. The Company is working to finalize
synthetic lease financing which will cover both the Little Rock and Phoenix
projects.
    While the Company does not have any other material contractual commitments
for capital expenditures, additional investments in facilities and computer
equipment continue to be necessary to support the growth of the business. In
addition, new outsourcing or facilities management contracts frequently
require substantial up-front capital expenditures in order to acquire or
replace existing assets. In some cases, the Company also sells software and
hardware to customers under extended payment terms or notes receivable
collectible generally over three years. These arrangements also require up-
front expenditures of cash, which are repaid over the life of the agreement.
The Company also evaluates acquisitions from time to time which may require
up-front payments of cash. Depending on the size of the acquisition it may be
necessary to raise additional capital. If additional capital becomes
necessary, the Company would first use available borrowing capacity under its
revolving credit agreement, followed by the issuance of other debt or equity
securities.
    In fiscal 2000, the Company entered into two equity forward purchase
agreements with a commercial bank under which the Company will purchase 3.1
million and 0.2 million shares of its common stock at an average total cost of
$20.81 and $26.51 per share, respectively, for a total notional amount of

$69.4 million. In accordance with the terms of the forward contracts, the
shares remain issued and outstanding until the forward purchase contracts are
settled. The agreements may be settled in cash or in net shares of common
stock. The Company has the option to settle the contracts at any time prior to
March 31, 2002, when the contracts are required to be settled. The Company's
intention is to settle the contracts by paying for and taking delivery of the
3.3 million shares, but the arrangements allow the Company the option to
settle the contracts by paying cash, if the price upon settlement is below the
contract price, or by receiving cash if the market price upon settlement is
above the contract price. The Emerging Issues Task Force of the Financial
Accounting Standards Board has recently reached a consensus that requires such
contracts to be recorded as assets and liabilities, with adjustments to the
market value of the common stock to be recorded on the income statement, in
situations in which the counterparty can force the contracts to be settled in
cash. The effective date of the new consensus was delayed until December 31,
2000 to allow such contracts to be amended. The Company is working with the
financial institution to amend the forward agreements to remove those
provisions, prior to December 31, 2000. Alternatively, the Company could
settle the agreements prior to December 31, 2000.

YEAR 2000
Many computer systems ("IT systems") and equipment and instruments with
embedded microprocessors ("non-IT systems") were designed to only recognize
the last two digits of a calendar year. With the arrival of the Year 2000,
these systems and microprocessors may encounter operating problems due to
their inability to distinguish years after 1999 from years preceding 1999.
This could manifest in a system failure or miscalculations causing disruption
of operations, including, among other things, a temporary inability to process
or transmit data, or engage in normal business activities. As a result, the
Company has previously engaged in an extensive project to remediate or replace
its date-sensitive IT systems and non-IT systems.
    The following discussion of the implications of the Year 2000 issue for
the Company contains numerous forward-looking statements based on inherently
uncertain information. The information presented is based on the Company's
best estimates, which were derived utilizing a number of assumptions of future
events, including the continued availability of internal and external
resources, third-party modifications, and other factors. However, there can be
no guarantee that these estimates will be achieved and actual results could
differ. Although the Company believes it will be able to make the necessary
modifications, there can be no guarantee that failure to correctly modify the
systems would not have a material adverse effect on the Company.
    From 1996 through 1999, the Company was engaged in an enterprise-wide
effort ("the Project") to address the risks associated with the Year 2000
problem, both internal and external. Under the Project, the Company
established a project office comprised of representatives from each of the
operating divisions of the Company. A Company readiness champion and project
leader were responsible for the readiness process, which included deliverables
such as plans, reviews, and appropriate sign-offs by the appropriate business
unit leaders and the Company's Year 2000 leadership. The Project also included
the dissemination of internal communications and status reports on a regular
basis to senior leadership.
    The Company set an internal deadline of December 31, 1998 to achieve Year
2000 readiness status, with any residual activity to conclude before March 31,
1999. Overall, this objective was achieved as outlined in the Project and
exceptions were managed closely throughout 1999. The original timeline was
developed to allow the Company to focus on mergers and acquisitions as well as
customer-driven dependencies. While the core Project substantially ended on
March 31, 1999, a transition strategy was implemented moving the Company from
a project mode to a standards-based maintenance mode. Ongoing activities based
on the transition strategy included reviewing or enhancing contingency plans,
continuing vendor product analysis and evaluation, establishing the Year 2000
readiness of acquisitions, and maintaining the readiness standing of existing
operations through purchasing and quality processes.

    The Project involved four phases: (1) planning; (2) remediation; (3)
testing; and (4) certification. The planning phase involved developing a
detailed inventory of applications and systems, identifying the scope of
necessary remediation to each application or system, and establishing a
conversion schedule. During the remediation phase, source codes were actually
converted, date fields were expanded or windowed, and the remediated system
was tested to ensure it was functionally the same as the existing production
version. In the testing phase, test data was prepared and the application was
tested using a variety of Year 2000 scenarios. The certification phase
validated that a system could run successfully in a Year 2000 environment and
appropriate internal sign-offs were obtained.
    The following table indicates the status of the Project.

                         Actual
                  December 1999

Planning                   100%
Remediation                100%
Testing                    100%
Certification              100%

    The financial impact of the Project to the Company has not been, and is
not expected to be, material to its financial position or results of
operations in any given fiscal year. The costs to date associated with the
Year 2000 effort primarily represent a reallocation of existing Company
resources. Because of the range of possible issues and the large number of
variables involved (including the Year 2000 readiness of any entities acquired
by the Company), it is impossible to accurately quantify the potential cost of
problems if the Company's remediation efforts or the efforts of those with
whom it does business are not successful. Such costs and any failure of such
remediation efforts could result in a loss of business, damage to the
Company's reputation, and legal liability.
    The Company currently believes that with modifications to existing
software and conversions to new software, the Year 2000 issues have been
mitigated. But a vendor or customer may have failed to convert its software or
may have implemented a conversion that is incompatible with the Company's
systems, which could have a material adverse impact on the Company.
    In order to assess the readiness status of the Company's vendors, the
Company contacted each vendor, via written and/or telephone inquiries,
regarding its Year 2000 status and set up an internal database of this
information. The Company obtained, when possible, written commitments from
each vendor that the products supplied to the Company are or will be (by a
date certain) Year 2000 ready. As of March 31, 1999, the Company had received
responses to 89% of its inquiries. The Company also relied on representations
made or contained in its vendors' Web sites. The responses received were
analyzed and where necessary, testing was undertaken. Year 2000 ready versions
of vendor products were obtained, as available, and moved onto production
platforms. The Company has also identified and communicated with customers to
determine if customers had an effective plan in place to address their Year
2000 issues, and to determine the extent of the Company's vulnerability to the
failure of customers to remediate their own Year 2000 issues.
    During the Year 2000 rollover event, from midnight December 30, 1999,
through midnight January 2, 2000, the Company staffed a Response Command
Center around the clock in Conway, Arkansas and monitored Year 2000 issues in
all Company locations worldwide. Additionally, all Company data centers and
account teams were on alert status throughout this period. On Saturday,
January 1, 2000, the Company exercised critical production systems and
equipment to identify if they were operating correctly. Like most well-
prepared companies, the Company did not experience any significant Year 2000
related issues during the rollover period or thereafter.
    The Company believes that the most likely risks of serious Year 2000
business disruptions continue to be external in nature, such as disruptions in
telecommunications, electric, or transportation services. In addition, the
Company places a high degree of reliance on computer systems of third parties,
such as customers and computer hardware and software suppliers. Although the
Company has assessed the readiness of these third parties and prepared
contingency plans, there can be no guarantee that the failure of these third
parties to modify their systems would not have a material adverse effect on
the Company. Of all the external risks, the Company believes the most
reasonably likely worst-case scenario would be a business disruption resulting
from an extended and/or extensive communications failure.

    In an effort to mitigate any remaining risks associated with the Year 2000
problem, efforts to maintain and enhance our state of readiness will continue
throughout the year 2000. Some of the follow-on activities include ensuring
that existing operations remain Year 2000 ready, continuing vendor product
analysis and evaluation, establishing the Year 2000 readiness of acquisitions,
and reviewing or enhancing contingency plans. The Company will continue to
maintain awareness and address the Year 2000 problem from both a leadership
and operational perspective throughout this year.
    Despite the best efforts of the Company, the failure to correct a material
Year 2000 problem could result in an interruption in, or a failure of, certain
normal business activities or operations. Any failures could materially and
adversely affect the Company's results of operations, liquidity and financial
condition. While there remains some general uncertainty inherent in the Year
2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third-party vendors and customers, the Company does not believe
at this time that the consequences of Year 2000 failures will have a material
impact on the Company's results of operations, liquidity or financial
condition. The Project is expected to significantly reduce the Company's level
of uncertainty about the Year 2000 problem and, in particular, about the Year
2000 compliance and readiness of its material third-party vendors and
customers. The Company believes that the implementation of the Project and
ongoing Year 2000 activities will reduce the possibility of significant
interruptions to the Company's normal business operations.

SEASONALITY AND INFLATION
Although the Company cannot accurately determine the amounts attributable
thereto, the Company has been affected by inflation through increased costs of
compensation and other operating expenses. Generally, the effects of inflation
are offset by technological advances, economies of scale and other operational
efficiencies. The Company has established a pricing policy for long-term
contracts which provides for the effects of expected increases resulting from
inflation.
    The Company's operations have not proven to be significantly seasonal,
although the Company's traditional direct marketing operations experience
slightly higher revenues in the Company's second and third quarters. In order
to minimize the impact of these fluctuations, the Company continues to move
toward long-term strategic partnerships with more predictable revenues.
Revenues under long-term contract (defined as three years or longer) were 62%,
53%, and 55%, of consolidated revenues for 2000, 1999, and 1998, respectively.

ACQUISITIONS
In 1998, the Company completed two acquisitions, which were effective
October 1, 1997. The acquisitions of MultiNational Concepts, Ltd. and Catalog
Marketing Services, Inc., entities which were under common control, and
Buckley Dement, L.P. and its affiliated company, KM Lists, Incorporated were
both accounted for as purchases. In fiscal 1999, the Company acquired
Normadress, SIGMA Marketing Group, Inc., May & Speh, Inc., and three business
units from Deluxe Corporation. The May & Speh acquisition was accounted for as
a pooling-of-interests and the other acquisitions were treated as purchases.
In fiscal 2000, the Company acquired Horizon Systems, Inc., Computer Graphics
of Arizona, Inc., Access Communication Systems, Inc., and Litton Enterprise
Solutions. Computer Graphics was accounted for as a pooling-of-interests and
the remaining acquisitions were accounted for as purchases. See footnote 2 to
the consolidated financial statements for more information regarding these
acquisitions. The Company has also made several smaller acquisitions which are
not material either individually or in the aggregate. In 1999, these smaller
acquisitions included Marketing Technology, in Spain, and Berry Consulting, in
the U.K.

OTHER INFORMATION
In 1999 and 1998 the Company had one major customer who accounted for more
than 10% of revenue. Allstate Insurance Company accounted for 10.9% and 12.6%
of revenue in 1999 and 1998, respectively. Allstate is under a long-term
contract which expires in 2004. In 2000 the Company had no customer who
accounted for more than 10% of revenue.

    Acxiom, Ltd., the Company's United Kingdom business, provides services
primarily to the United Kingdom market which are similar to the traditional
direct marketing industry services the Company provides in the United States.
In addition, Acxiom, Ltd. also provides promotional materials handling and
response services to its U.K. customers. Most of the Company's exposure to
exchange rate fluctuation is due to translation gains and losses as there are
no material transactions which cause exchange rate impact. The U.K. operation
generally funds its own operations and capital expenditures, although the
Company occasionally advances funds from the U.S. to the U.K. These advances
are considered to be long-term investments, and any gain or loss resulting
from changes in exchange rates as well as gains or losses resulting from
translating the financial statements into U.S. dollars are accumulated in a
separate component of stockholders' equity. There are no restrictions on
transfers of funds from the U.K.
    Efforts are continuing to expand the services of Acxiom to customers in
Europe and the Pacific region. Management believes that the market for the
Company's services in such locations is largely untapped. To date the Company
has had no significant revenues or operations outside of the United States and
the United Kingdom, although the Company has offices in Spain and France, and
is involved in a joint venture in Australia. The Company's United Kingdom
operations earned profits of $5.1 million in fiscal 2000, $1.9 million in
fiscal 1999, and $1.5 million in fiscal 1998, and are expected to continue to
show profits in the future.
    Effective August 22, 1997, the Company sold certain assets of its Pro CD
subsidiary to a subsidiary of American Business Information, Inc., which is
now known as infoUSA, Inc. This company acquired the retail and direct
marketing operations of Pro CD, along with compiled telephone book data for
aggregate cash proceeds of $18.0 million. In conjunction with the sale to
infoUSA, the Company also recorded certain valuation and contingency reserves.
Included in other income is the gain on disposal related to this transaction
of $855,000.
    As discussed more fully in note 15 to the consolidated financial
statements, the Company has sold a 51% interest in its Acxiom/Direct Media,
Inc. business unit, and subsequent to March 31, 2000 sold part of its
DataQuick business group. The Direct Media sale is a divestiture for legal and
tax purposes, but not for accounting purposes under applicable accounting
rules because the collection of the sales price is primarily dependent on the
buyer's ability to repay the note through operations of the business.
Accordingly, the result of operations of Direct Media will continue to be
included in the Company's financial statements until such time as a sufficient
portion of the note balance has been collected, at which time the Company will
account for the transaction as a sale. The DataQuick sale will generate cash
proceeds of $55 million during fiscal 2001, and the Company received a note
receivable from the Direct Media sale in the amount of $22.5 million
collectible over 7 years.

NEW ACCOUNTING PRONOUNCEMENTS
On December 3, 1999 the Securities and Exchange Commission staff issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 summarizes certain of the SEC staff's views
in applying generally accepted accounting principles to revenue recognition in
financial statements and affects a broad range of industries. The accounting
and disclosure requirements of SAB 101 will be effective for Acxiom in the
first quarter of fiscal 2001. The Company is currently evaluating the effects
of SAB 101 on its methods of recognizing revenue and has not yet quantified
the impact, if any, the application of SAB 101 will have on the Company's
results of operations or financial position.
    The Company is also assessing the reporting and disclosure requirements of
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
For Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments and hedging
activities and will require the Company to recognize all derivatives on its
balance sheet at fair value. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of the derivatives will either
be offset against the change in fair value of the hedged item through earnings
or recognized in other comprehensive income until the hedged item is
recognized in earnings. The Company expects to adopt SFAS 133 in the first
quarter of fiscal 2002 and does not anticipate that the adoption will have a
material effect on the Company's results of operations or financial position.

    In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation: An Interpretation of APB Opinion No. 25." Among other issues,
Interpretation No. 44 clarifies the application of Accounting Principles Board
Opinion No. 25 ("APB 25") regarding (a) the definition of employee for
purposes of applying APB 25, (b) the criteria for determining whether a plan
qualifies as a noncompensatory plan, (c) the accounting consequences of
various modifications to the terms of a previously fixed stock option or
award, and (d) the accounting for an exchange of stock compensation awards in
a business combination. The provisions of Interpretation No. 44 affecting the
Company are to be applied on a prospective basis effective July 1, 2000.

OUTLOOK
The Customer Relationship Management (CRM) market, according to industry
consultant IDC, is expected to grow from $36.6 billion in 1999 to three times
that size in 2003. Effective CRM efforts are putting new focus on the need to
aggregate customer information across the enterprise at real-time speed.
Acxiom's AbiliTec technology provides the customer data integration that can
accurately and quickly aggregate all records about an individual. Customer
data integration (or CDI) is the foundational data management process for
every use of customer information. Without a reliable, up-to-the-second view
of the customer's total relationship with the enterprise, even the best
crafted customer-centric strategy can fail.
    The recently introduced AbiliTec technology is being well received in the
marketplace as major companies are including AbiliTec in their strategic
initiatives for enterprise-wide CRM solutions. In addition to AbiliTec
licenses, we expect this to result in significant demand for a broad array of
our products and services.
    Acxiom's core strategy is to:
     _Dominate the customer data integration space with AbiliTec.
     _Create additional value through database services, content and
      outsourcing services.
     _Partner with software providers, consultants, system integrators and
      others that can complete a company's CRM solution.
    Early signs of the successful introduction of the AbiliTec technology
include the recent licensing by Lands' End, Conseco and Fortune 25 customer,
Sears. Acxiom is also deploying the technology in much of the Company's
internal data processing which is yielding significant savings in people and
computer resources. Also, Acxiom has created multiple alliances to facilitate
the adoption of AbiliTec technology in the United States and many other
significant markets. The alliances are with numerous companies including
Oracle, AZ Bertelsmann, Abacus, Dun and Bradstreet, E.piphany, Ogilvy One and
USADATA.com.
    As a result of the events outlined above, we will significantly increase
our investment in the technology in order to maximize this opportunity. As we
go forward with this investment, earnings per share growth for the next 18 to
24 months may be impacted and could be in the 15-20% range as a result of
these investments which include incremental spending in marketing and
branding, global development, education, training and implementation. We
expect the investment period to be approximately 2 to 2  1/2 years. As the
more efficient AbiliTec-delivered products become a predominant part of our
total revenue, we anticipate the results of our investment will produce
margins well above current levels. Further, we also currently expect annual
revenues to grow in excess of 25% during the investment period.
    Certain statements in this annual report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements, which are not statements of historical fact, may
contain estimates, assumptions, projections and/or expectations regarding the
Company's financial position, results of operations, market position, product
development, regulatory matters, growth opportunities and growth rates,
acquisition and divestiture opportunities, and other similar forecasts and
statements of expectation. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," and "should," and variations  of
these words and similar expressions, are intended to identify these forward-
looking statements. Such forward-looking statements are not guarantees of
future performance. They involve known and unknown risks, uncertainties, and

other factors which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements include: statements concerning the Company's need
for additional capital and the ability to raise additional capital; statements
concerning the Company's ability to remediate date-sensitive IT systems and
non-IT systems in conjunction with the arrival of the year 2000 and the impact
of those efforts, and their success or failure, on the Company's future
results of operations; statements concerning future earnings per share growth;
statements concerning the length and future impact of the Company's investment
in Acxiom Data Network and AbiliTec products on the Company's future revenue
and margins; statements concerning the benefits of AbiliTec for our customers;
statements concerning any competitive lead; statements concerning the impact
of implementation of Acxiom Data Network and AbiliTec technology in CRM
applications; statements concerning the momentum of CRM application and e-
commerce initiatives; statements concerning the future growth and size of the
CRM market; statements concerning AbiliTec becoming an industry standard;
statements concerning efficiency gains related to the implementation of
AbiliTec; and statements concerning potential growth of international markets.
The following factors may cause actual results to differ materially from those
in the forward-looking statements. With regard to all statements concerning
AbiliTec: the complexity and uncertainty regarding the development of new high
technologies; the loss of market share through competition or the acceptance
of these or other Company offerings on a less rapid basis than expected;
changes in the length of sales cycles due to the nature of AbiliTec being an
enterprise-wide solution; the introduction of competent, competitive products
or technologies by other companies; changes in the consumer and/or business
information industries and markets; the Company's ability to protect
proprietary information and technology or to obtain necessary licenses on
commercially reasonable terms; the impact of changing legislative, regulatory
and consumer environments in the geography that AbiliTec will be deployed.
With regard to the statements that generally relate to the business of the
Company: all of the above factors; the possibility that economic or other
conditions might lead to a reduction in demand for the Company's products and
services; the continued ability to attract and retain qualified technical and
leadership associates and the possible loss of associates to other
organizations; the ability to properly motivate the sales force and other
associates of the Company; the ability to achieve cost reductions; changes in
the legislative, regulatory and consumer environments affecting the Company's
business including but not limited to legislation, regulations and customs
relating to the Company's ability to collect, manage, aggregate and use data;
data suppliers might withdraw data from the Company, leading to the Company's
inability to provide certain products and services; short-term contracts
affect the predictability of the Company's revenues; the potential loss of
data center capacity or interruption of telecommunication links; postal rate
increases that could lead to reduced volumes of business; customers that may
cancel or modify their agreements with the Company. With specific reference to
all statements that relate to the providing of products or services outside
the Company's primary base of operations in the United States: all of the
above factors and the difficulty of doing business in numerous sovereign
jurisdictions due to differences in culture, laws and regulations. Other
factors are detailed from time to time in the Company's periodic reports and
registration statements. Acxiom believes that it has the product and
technology offerings, facilities, associates and competitive and financial
resources for continued business success, but future revenues, costs, margins
and profits are all influenced by a number of factors, including those
discussed above, all of which are inherently difficult to forecast. The
Company undertakes no obligation to publicly release any revision to any
forward-looking statement to reflect any future events or circumstances.

CONSOLIDATED BALANCE SHEETS
Years ended March 31, 2000 and 1999

(Dollars in thousands)                        2000                  1999
- ------------------------------------------------------------------------------
ASSETS
Current assets:
  Cash and cash equivalents               $ 23,924              $ 12,604
  Trade accounts receivable, net
    of allowances of $5,352 in
    2000 and $5,619 in 1999 (note
    12)                                    198,818               184,799
  Refundable income taxes (note 9)               -                12,651
  Deferred income taxes (note 9)            18,432                30,643
  Other current assets (note 5)             98,872                61,302
- ------------------------------------------------------------------------------
    Total current assets                   340,046               301,999
Property and equipment, net of
  accumulated depreciation and
  amortization (notes 4 and 6)             249,676               226,381
Software, net of accumulated
  amortization of $27,829 in 2000
  and $17,941 in 1999 (note 3)              58,964                37,400
Excess of cost over fair value of
  net assets acquired, net of
  accumulated amortization of
  $17,860 in 2000 and $13,517 in
  1999 (note 2)                            145,082               122,483
Other assets (note 5)                      311,528               201,537
- ------------------------------------------------------------------------------
                                       $ 1,105,296             $ 889,800
- ------------------------------------------------------------------------------
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
  Current installments of long-
    term debt (note 6)                    $ 23,156              $ 23,355
  Trade accounts payable                    54,016                60,216
  Accrued expenses:
    Merger and integration costs
      (note 2)                              15,106                33,181
    Payroll                                 26,483                18,224
    Other                                   31,779                25,744
  Deferred revenue                          19,995                 7,195
  Income taxes                               9,473                     -
- ------------------------------------------------------------------------------
    Total current liabilities              180,008               167,915
Long-term debt, excluding current
  installments (note 6)                    289,234               325,223
Deferred income taxes (note 9)              48,324                38,889
Stockholders' equity (notes 2, 6
  and 8):
  Common stock                               8,831                 8,106
  Additional paid-in capital               325,729               186,011
  Retained earnings                        257,376               167,013
  Accumulated other comprehensive
    loss                                    (1,448)                 (324)
  Treasury stock, at cost                   (2,758)               (3,033)
- ------------------------------------------------------------------------------
    Total stockholders' equity             587,730               357,773
Commitments and contingencies
  (notes 7, 10 and 14)
- ------------------------------------------------------------------------------
                                       $ 1,105,296             $ 889,800
- ------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended March 31, 2000, 1999 and 1998

(Dollars in thousands, except
per share amounts)                        2000           1999           1998
- ------------------------------------------------------------------------------
Revenue (note 12)                    $ 964,460      $ 754,057      $ 592,329
Operating costs and expenses:
  Salaries and benefits                361,768        283,659        219,339
  Computer, communications and
    other equipment                    151,816        111,876         87,529
  Data costs                           113,083        111,395         93,382
  Other operating costs and
    expenses                           173,909        129,764        106,470
  Special charges (note 2)                   -        118,747          4,700
- ------------------------------------------------------------------------------
    Total operating costs and
      expenses                         800,576        755,441        511,420
- ------------------------------------------------------------------------------
    Income (loss) from
      operations                       163,884         (1,384)        80,909
- ------------------------------------------------------------------------------
Other income (expense):
  Interest expense                     (23,532)       (17,393)       (10,091)
  Other, net                             4,225          6,478          4,402
- ------------------------------------------------------------------------------
                                       (19,307)       (10,915)        (5,689)
- ------------------------------------------------------------------------------
Earnings (loss) before income
  taxes                                144,577        (12,299)        75,220
- ------------------------------------------------------------------------------
Income taxes (note 9)                   54,214          2,843         28,065
- ------------------------------------------------------------------------------
  Net earnings (loss)                 $ 90,363      $ (15,142)      $ 47,155
- ------------------------------------------------------------------------------
Earnings (loss) per share:
  Basic                                  $1.06          $(.19)          $.64
- ------------------------------------------------------------------------------
  Diluted                                $1.00          $(.19)          $.58
- ------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended March 31, 2000, 1999 and 1998

(Dollars in thousands)                    2000           1999           1998
- ------------------------------------------------------------------------------
Cash flows from operating
  activities:
  Net earnings (loss)                 $ 90,363      $ (15,142)      $ 47,155
  Adjustments to reconcile net
   earnings (loss) to net cash
   provided by operating
   activities:
    Depreciation and
      amortization                      86,529         64,097         49,808
    Loss (gain) on disposal or
      impairment of assets                 354             26           (960)
    Provision for returns and
      doubtful accounts                  2,313          2,373          3,105
    Deferred income taxes               21,646        (23,854)        12,143
    Tax benefit of stock options
      and warrants exercised            15,921         36,393          2,763
    ESOP compensation                        -          2,055          2,529
    Special charges                          -        118,747          4,700
  Changes in operating assets
    and liabilities:
    Accounts receivable                (25,081)       (61,286)       (29,670)
    Other assets                       (78,434)       (62,596)       (42,009)
    Accounts payable and other
      liabilities                        8,742         27,983         20,624
    Merger and integration costs       (17,795)       (28,385)        (4,700)
- ------------------------------------------------------------------------------
      Net cash provided by
        operating activities           104,558         60,411         65,488
- ------------------------------------------------------------------------------
Cash flows from investing
  activities:
  Proceeds from the disposition
    of assets                            4,148            733         15,340
  Proceeds from sale of
    marketable securities                    -         11,794         19,021
  Purchases of marketable
    securities                               -              -         (5,778)
  Capitalized software                 (37,317)       (18,544)       (21,411)
  Capital expenditures                (120,616)      (127,880)       (68,093)
  Proceeds from sale and
    leaseback transaction               34,763              -              -
  Investments in joint ventures         (5,774)       (10,400)        (6,072)
  Net cash paid in acquisitions
    (note 2)                           (32,960)       (45,983)       (19,841)
- ------------------------------------------------------------------------------
      Net cash used in investing
        activities                    (157,756)      (190,280)       (86,834)
- ------------------------------------------------------------------------------
Cash flows from financing
  activities:
  Proceeds from debt                   194,657         18,939        125,820
  Payments of debt                    (215,012)       (18,607)       (10,542)
  Sale of common stock                  84,970         24,566         12,171
- ------------------------------------------------------------------------------
      Net cash provided by
        financing activities            64,615         24,898        127,449
- ------------------------------------------------------------------------------
Effect of exchange rate changes
  on cash                                  (97)           (77)             2
- ------------------------------------------------------------------------------
Net increase (decrease) in cash
  and cash equivalents                  11,320       (105,048)       106,105
Cash and cash equivalents at
  beginning of year                     12,604        117,652         11,547
- ------------------------------------------------------------------------------
Cash and cash equivalents at end
  of year                             $ 23,924       $ 12,604      $ 117,652
- ------------------------------------------------------------------------------
Supplemental cash flow
  information:
  Cash paid (received) during
    the year for:
    Interest                          $ 25,902       $ 15,608        $ 9,350
    Income taxes                        (5,459)        (4,715)        13,360
  Noncash financing and
    investing activities:
    Issuance of warrants                 1,100          2,676              -
    Enterprise software licenses
      acquired under software
      obligation                         9,164         74,638         10,949
    Acquisition of property and
      equipment under capital
      lease                                  -              -         14,939
    Land acquired for common
      stock                              1,300              -              -
    Purchases of subsidiaries
      for stock                         10,346              -              -
    Convertible debt and accrued
      interest converted into
      common stock                      27,081              -              -
- ------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended March 31, 2000, 1999 and 1998

                                       Common stock               Additional
                              -------------------------------        paid-in
(Dollars in thousands)        Number of shares         Amount        capital
- ------------------------------------------------------------------------------
Balances at March 31, 1997          74,554,558        $ 7,455      $ 107,454
  May & Speh merger (note 2)            72,160              7            115
  Sale of common stock               1,235,971            124          9,158
  Tax benefit of stock options
    exercised (note 9)                       -              -          2,763
  Employee stock awards and
    shares issued to employee
    benefit plans, net of
    treasury shares repurchased         57,529              6          2,548
  ESOP compensation earned                   -              -              -
  Comprehensive income:
    Foreign currency translation             -              -              -
    Net earnings                             -              -              -
- ------------------------------------------------------------------------------
      Total comprehensive income
Balances at March 31, 1998          75,920,218          7,592        122,038
  Sale of common stock               4,000,000            400         11,850
  Tax benefit of stock options
    and warrants exercised (note
    9)                                       -              -         36,393
  Issuance of warrants (note 2)              -              -          2,676
  Employee stock awards and
    shares issued to employee
    benefit plans, net of
    treasury shares repurchased      1,144,198            114         13,054
  ESOP compensation earned                   -              -              -
  Comprehensive loss:
    Foreign currency translation             -              -              -
    Net loss                                 -              -              -
- ------------------------------------------------------------------------------
      Total comprehensive loss
Balances at March 31, 1999          81,064,416          8,106        186,011
  Sale of common stock               4,684,714            468         78,072
  Tax benefit of stock options
    and warrants exercised (note
    9)                                       -              -         15,921
  Issuance of warrants (note 2)              -              -          1,100
  Employee stock awards and
    shares issued to employee
    benefit plans, net of
    treasury shares repurchased         42,962              5          6,150
  Conversion of debt and accrued
    interest to stock                2,000,000            200         26,881
  Purchase of subsidiaries for
    stock (note 2)                     465,546             47         10,299
  Purchase of land for stock            54,450              5          1,295
  Comprehensive income:
    Foreign currency translation             -              -              -
    Unrealized depreciation on
      marketable securities                  -              -              -
    Net earnings                             -              -              -
- ------------------------------------------------------------------------------
      Total comprehensive income
Balances at March 31, 2000          88,312,088        $ 8,831      $ 325,729
- ------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                      Accumulated
                         other                                          Total
 Compre-                compre-    Unearned     Treasury stock          stock-
 hensive                hensive      ESOP    --------------------      holders'
 income    Retaine      income      compen-  Number of                  equity
 (loss)    earnings     (loss)      sation    shares       Amount      (note 8)
- --------------------------------------------------------------------------------
       -  $ 130,706     $ 278     $ (5,772) (1,096,330)  $ (2,515)    $ 237,606
       -      4,294         -        1,188           -          -         5,604
       -          -         -            -           -          -         9,282
       -          -         -            -           -          -         2,763

       -          -         -            -     259,410        334         2,888
       -          -         -        2,529           -          -         2,529

   $ 398          -       398            -           -          -           398
  47,155     47,155         -            -           -          -        47,155
- --------------------------------------------------------------------------------
$ 47,553
- --------
       -    182,155       676       (2,055)   (836,920)    (2,181)      308,225
       -          -         -            -           -          -        12,250

       -          -         -            -           -          -        36,393
       -          -         -            -           -          -         2,676

       -          -         -            -     104,649       (852)       12,316
       -          -         -        2,055           -          -         2,055

 $(1,000)         -    (1,000)           -           -          -        (1,000)
 (15,142)   (15,142)        -            -           -          -       (15,142)
- --------------------------------------------------------------------------------
$(16,142)
- --------
       -    167,013      (324)           -    (732,271)    (3,033)      357,773
       -          -         -            -           -          -        78,540
       -          -         -            -           -          -        15,921
       -          -         -            -           -          -         1,100

       -          -         -            -     257,883        275         6,430
       -          -         -            -           -          -        27,081
       -          -         -            -           -          -        10,346
       -          -         -            -           -          -         1,300

  $ (971)         -      (971)           -           -          -          (971)
    (153)         -      (153)           -           -          -          (153)
  90,363     90,363         -            -           -          -        90,363
- --------------------------------------------------------------------------------
$ 89,239
- --------
          $ 257,376  $ (1,448)           -    (474,388)  $ (2,758)    $ 587,730
          ----------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000, 1999 and 1998

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Description of Business
Acxiom Corporation ("Acxiom" or "the Company") provides customer data
integration solutions using customer, consumer and business data, primarily
for customer relationship management applications. Business segments of the
Company provide list services, data warehousing, consulting, data content,
fulfillment services, and outsourcing and facilities management services
primarily in the United States (U.S.) and United Kingdom (U.K.).

(b) Basis of Presentation and Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions
have been eliminated in consolidation. Investments in 20% to 50% owned
entities are accounted for using the equity method and investments in less
than 20% owned entities are accounted for at cost.

(c) Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.

(d) Marketable Securities
The Company has classified its marketable securities as available for
sale. Unrealized holding gains and losses, net of the related tax effect, on
available-for-sale securities are excluded from earnings and are reported as a
separate component of other comprehensive income until realized. Realized
gains and losses from the sale of available-for-sale securities are determined
on a specific identification basis.

(e) Accounts Receivable
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
The Company's receivables are from a large number of customers. Accordingly,
the Company's credit risk is affected by general economic conditions. Although
the Company has several large individual customers, concentrations of credit
risk are limited because of the diversity of the Company's customers.

(f) Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization
are calculated on the straight-line method over the estimated useful lives of
the assets as follows: buildings and improvements, 5-31.5 years; office
furniture and equipment, 3-12 years; and data processing equipment, 2-10
years.
    Property held under capitalized lease arrangements is included in property
and equipment, and the associated liabilities are included with long-term
debt. Property and equipment taken out of service and held for sale is
recorded at net realizable value and depreciation is ceased.

(g) Software and Research and Development Costs
Costs of internally developed and purchased software are amortized on a
straight-line basis over the remaining estimated economic life of the product,
or the amortization that would be recorded by using the ratio of gross
revenues for a product to total current and anticipated future gross revenues

for that product, whichever is greater. Research and development costs
incurred prior to establishing technological feasibility of software products
are charged to operations as incurred.

(h) Excess of Cost Over Fair Value of Net Assets Acquired
Goodwill, which represents the excess of acquisition costs over the fair
values of net assets acquired in business combinations treated as purchase
transactions, is being amortized on a straight-line basis over its estimated
period of benefit of 15 to 40 years. The Company evaluates the recoverability
of goodwill by determining whether the carrying amount is fully recoverable
from the projected, undiscounted net cash flows of the related business unit.
The amount of goodwill impairment, if any, is measured based on projected
discounted future operating cash flows using a discount rate reflecting the
Company's average cost of funds. The assessment of the recoverability of
goodwill will be impacted if estimated future operating cash flows are not
achieved.

(i) Revenue Recognition
Revenue from services, including consulting, list processing and data
warehousing, and from information technology outsourcing services, including
facilities management contracts, are recognized as services are performed. In
the case of long-term outsourcing contracts, capital expenditures and other
up-front costs incurred in connection with the contract are capitalized and
amortized over the term of the contract whereby profit is recognized at a
consistent rate of margin as services are performed under the contract. In
certain outsourcing contracts, additional revenue is recognized based upon
attaining certain annual margin improvements or cost savings over performance
benchmarks as specified in the contracts. Such additional revenue is
recognized when it is determinable that such benchmarks have been met.
    Revenue from sales and licensing of software and data are recognized when
the software and data are delivered, the fee for such software and data is
fixed or determinable, and collectibility of such fee is probable. Software
and data file maintenance is recognized over the term of the agreements. In
the case of multiple-element software and data arrangements, revenue is
allocated to the respective elements based upon their relative fair values.
Billed but unearned portions of revenue are deferred.

(j) Income Taxes
The Company and its domestic subsidiaries file a consolidated Federal
income tax return. The Company's foreign subsidiaries file separate income tax
returns in the countries in which their operations are based.
    Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(k) Foreign Currency Translation
The balance sheets of the Company's foreign subsidiaries are translated at
year-end rates of exchange, and the statements of earnings are translated at
the weighted-average exchange rate for the period. Gains or losses resulting
from translating foreign currency financial statements are included in
accumulated other comprehensive income (loss) in the statement of
stockholders' equity.

(l) Earnings Per Share
A reconciliation of the numerator and denominator of basic and diluted
earnings (loss) per share is shown below (in thousands, except per share
amounts):

- -----------------------------------------------------------------------------
                                         2000         1999         1998
- -----------------------------------------------------------------------------
Basic earnings per share:
  Numerator-net earnings (loss)      $ 90,363    $ (15,142)    $ 47,155
- -----------------------------------------------------------------------------
  Denominator-weighted-average shares
    outstanding                        85,085       77,840       74,070
- -----------------------------------------------------------------------------
  Earnings (loss) per share            $ 1.06       $ (.19)       $ .64
- -----------------------------------------------------------------------------
Diluted earnings per share:
  Numerator:
    Net earnings (loss)              $ 90,363    $ (15,142)    $ 47,155
    Interest expense on convertible
      debt (net of tax effect)          3,773            -          465
- -----------------------------------------------------------------------------
                                     $ 94,136    $ (15,142)    $ 47,620
- -----------------------------------------------------------------------------
  Denominator:
    Weighted-average shares
      outstanding                      85,085       77,840       74,070
    Effect of common stock options      3,600            -        3,593
    Effect of common stock warrant         72            -        3,015
    Convertible debt                    5,783            -        2,102
- -----------------------------------------------------------------------------
                                       94,540       77,840       82,780
- -----------------------------------------------------------------------------
  Earnings (loss) per share            $ 1.00       $ (.19)       $ .58
- -----------------------------------------------------------------------------

All potentially dilutive securities were excluded from the above
calculations for the year ended March 31, 1999 because they were antidilutive.
The equivalent share effects of common stock options and warrants and
convertible debt which were excluded were 5,632 and 7,783, respectively.
Interest expense on the convertible debt (net of income tax effect) excluded
in computing diluted loss per share was $4,257.
    Options to purchase shares of common stock that were outstanding during
2000, 1999 and 1998 but were not included in the computation of diluted
earnings (loss) per share because the option exercise price was greater than
the average market price of the common shares are shown below (in thousands,
except per share amounts):

- -------------------------------------------------------------------------------
                                         2000             1999             1998
- -------------------------------------------------------------------------------
Number of shares under option           3,213            1,491            2,176
Range of exercise prices      $ 17.93-$ 54.00  $ 24.24-$ 54.00  $ 15.94-$ 35.92
- -------------------------------------------------------------------------------

(m) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an
asset to future net operating cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the
assets exceeds the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell.

(n) Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

(o) Advertising Expense
The Company expenses advertising costs as incurred. Advertising expense
was approximately $11.8 million, $11.2 million and $8.6 million for the years
ended March 31, 2000, 1999 and 1998, respectively.

(2) ACQUISITIONS
Effective December 15, 1999, the Company acquired the net assets of Litton
Enterprise Solutions ("LES") for cash of $17.3 million. The acquisition has
been accounted for as a purchase and, accordingly, the results of operations
of LES are included in the consolidated results from the date of acquisition.
The excess of the purchase price over the net assets acquired of $18.9 million
is being amortized over 20 years. The pro forma effect of the acquisition is
not material to the Company's consolidated results for the periods reported.
    Effective August 1, 1999, the Company acquired all of the issued and
outstanding common stock of Access Communication Systems, Inc. ("Access") for
300,000 shares of the Company's common stock, valued at $6.3 million. The
acquisition has been accounted for as a purchase and accordingly, the results
of operations of Access are included in the consolidated results of operations
from the date of acquisition. The excess of the purchase price over the net
assets acquired of $8.6 million is being amortized over 20 years. The pro
forma effect of the acquisition is not material to the Company's consolidated
results for the periods presented.
    On May 28, 1999, the Company completed the acquisition of Computer
Graphics of Arizona, Inc. ("Computer Graphics") and all of its affiliated
companies in a stock-for-stock merger. The Company issued 1,871,334 shares of
its common stock in exchange for all outstanding common stock of Computer
Graphics. The acquisition was accounted for as a pooling-of-interests, and,
accordingly, the consolidated financial statements for periods prior to the
combination have been restated to include the accounts and results of
operations of Computer Graphics.
    Effective April 1, 1999, the Company acquired the assets of Horizon
Systems, Inc. ("Horizon") for $16.5 million in cash and common stock and the
assumption of certain liabilities of Horizon, and other cash and stock
consideration based on the future performance of Horizon. The acquisition has
been accounted for as a purchase and, accordingly, the results of operations
of Horizon are included in the consolidated results of operations from the
date of the acquisition. The excess of the purchase price over the net assets
acquired of $14.1 million is being amortized over 20 years. The pro forma
effect of the acquisition is not material to the Company's consolidated
results of operations for the periods presented.
    Effective January 1, 1999, the Company acquired three database marketing
units from Deluxe Corporation ("Deluxe"). The purchase price was $23.6
million, of which $18.0 million was paid in cash at closing and the remainder
was paid in April 1999. Deluxe's results of operations are included in the
Company's consolidated results of operations beginning January 1, 1999. This
acquisition was accounted for as a purchase. The excess of cost over net
assets acquired of $21.9 million is being amortized using the straight-line
method over 15 years. The pro forma effect of the acquisition is not material
to the Company's consolidated results of operations for the periods presented.
    On September 17, 1998, the Company issued 20,858,923 shares of its common
stock in exchange for all outstanding capital stock of May & Speh, Inc. ("May
& Speh"). Additionally, the Company assumed all of the outstanding options
granted under May & Speh's stock option plans with the result that 4,289,202
shares of the Company's common stock became subject to issuance upon exercise
of such options. This business combination has been accounted for as a
pooling-of-interests and, accordingly, the consolidated financial statements
for periods prior to the combination have been restated to include the
accounts and results of operations of May & Speh.

    The results of operations previously reported by Acxiom, May & Speh and
Computer Graphics and the combined amounts presented in the accompanying
consolidated financial statements are summarized below (dollars in thousands):

- ----------------------------------------------------------------------------
                                                1999                 1998
- ------------------------------------------------------------------------------
Revenue:
  Acxiom                                   $ 729,984            $ 465,065
  May & Speh                                       -              103,955
  Computer Graphics                           24,073               23,309
- ------------------------------------------------------------------------------
Combined                                   $ 754,057            $ 592,329
- ------------------------------------------------------------------------------
Net earnings (loss):
  Acxiom                                   $ (16,430)            $ 35,597
  May & Speh                                       -               10,458
  Computer Graphics                            1,288                1,100
- ------------------------------------------------------------------------------
Combined                                   $ (15,142)            $ 47,155
- ------------------------------------------------------------------------------

Included in the statement of operations for the year ended March 31, 1999
are revenues of $66.6 million and net earnings of $9.3 million for May & Speh
for the period from April 1, 1998 to September 17, 1998. Included in the
statement of operations for the year ended March 31, 2000 are revenues of $5.3
million and net earnings of $1.1 million for Computer Graphics for the period
from April 1, 1999 to May 28, 1999.
    Prior to the combination, May & Speh's fiscal year ended September 30. In
recording the pooling-of-interests combination, May & Speh's consolidated
financial statements as of and for the year ended March 31, 1998 were combined
with Acxiom's consolidated financial statements for the same period.
    During the year ended March 31, 1999, the Company recorded special charges
totaling $118.7 million related to merger and integration charges associated
with the May & Speh merger and the write-down of other impaired assets. The
charges consisted of approximately $10.7 million of transaction costs to be
paid to investment bankers, accountants, and attorneys; $8.1 million in
associate-related reserves, principally employment contract termination costs
and severance costs; $48.5 million in contract termination costs; $11.5
million for the write-down of software; $29.3 million for the write-down of
property and equipment; $7.8 million for the write-down of goodwill and other
assets; and $2.8 million in other write-downs and accruals.
    The transaction costs are fees which were incurred as a direct result of
the merger transaction. The associate-related reserves include 1) payments to
be made under a previously existing employment agreement with one terminated
May & Speh executive in the amount of $3.5 million, 2) payments to be made
under previously existing employment agreements with seven May & Speh
executives who are remaining with Acxiom, but are entitled to payments
totaling $3.6 million due to the termination of their employment agreements,
and 3) involuntary termination benefits aggregating $1.0 million to seven May
& Speh and Company employees whose positions have been or will be eliminated.
One of the seven positions, for which $0.7 million was accrued, was not
related to the May & Speh merger, but related to a Company associate whose
position was eliminated as a result of the closure of the Company's New Jersey
business location. Two of the seven associates were ultimately terminated. The
other five were transferred or changed job duties within the Company. The
remaining amounts accrued for the five associates of approximately $0.3
million were used to pay other associate-related merger and integration costs.
    The contract termination costs were incurred to terminate duplicative
software contracts. The amounts recorded represent cash payments which the
Company has made or will make to the software vendors to terminate existing
May & Speh agreements.
    For all other write-downs and costs, the Company performed an analysis as
required under Statement of Financial Accounting Standards ("SFAS") No. 121 to
determine whether and to what extent any assets were impaired as a result of
the merger. The analysis included estimating expected future cash flows from
each of the assets which were expected to be held and used by the Company.
These expected cash flows were compared to the carrying amount of each asset
to determine whether an impairment existed. If an impairment was indicated,

the asset was written down to its fair value. Quoted market prices were used
to estimate fair value when market prices were available. In cases where
quoted prices were not available, the Company estimated fair value using
internal valuation sources. In the case of assets to be disposed of, the
Company compared the carrying value of the asset to its estimated fair value,
and if an impairment was indicated, wrote the asset down to its estimated fair
value.
    Approximately $110.1 million of the charge was for duplicative assets or
costs directly attributable to the May & Speh merger. The remaining $8.6
million related to other impaired assets which were impaired during the year,
primarily $5.7 million related to goodwill and shut-down costs associated with
the closing of certain business locations in New Jersey, Malaysia, and the
Netherlands. Special charges in 1998 relate to employee severance payments
made to former May & Speh executives.
    The following table shows the balances which were initially accrued as of
September 30, 1998, and the changes in those balances during the years ended
March 31, 1999 and 2000 (dollars in thousands):

- --------------------------------------------------------------------------------
            September 30,                     March 31,              March 31,
                1998     Additions  Payments    1999     Payments      2000
- --------------------------------------------------------------------------------
Transaction
  costs       $ 9,163       $ -     $ 9,163      $ -        $ -         $ -
Associate-
  related
  reserves      6,783     1,375       3,804    4,354      3,302       1,052
Contract
  termination
  costs        40,500         -      13,500   27,000     13,500      13,500
Other
  accruals      3,745         -       1,918    1,827      1,273         554
- --------------------------------------------------------------------------------
             $ 60,191   $ 1,375    $ 28,385 $ 33,181   $ 18,075    $ 15,106
- --------------------------------------------------------------------------------

The remaining associate-related reserves will be substantially paid out
during fiscal 2001. The remaining contract termination costs were paid in
April 2000. The other accruals will be paid out over remaining periods ranging
up to four years.
    Effective May 1, 1998, May & Speh acquired substantially all of the assets
of SIGMA Marketing Group, Inc. ("Sigma"), a full-service database marketing
company headquartered in Rochester, New York. Under the terms of the
agreement, May & Speh paid $15 million at closing for substantially all of
Sigma's assets, and will pay the former owners up to an additional $6 million,
the substantial portion of which is contingent on certain operating objectives
being met. Sigma's former owners were also issued warrants to acquire 276,800
shares of the Company's common stock at a price of $17.50 per share in
connection with the transaction. Sigma's results of operations are included in
the Company's consolidated results of operations beginning May 1, 1998. This
acquisition was accounted for as a purchase. The excess of cost over net
assets acquired of $23.2 million is being amortized using the straight-line
method over 20 years. The pro forma effect of the acquisition is not material
to the Company's consolidated results of operations for the periods reported.
    Effective April 1, 1998, the Company purchased the outstanding stock of
Normadress, a French company located in Paris. Normadress provides database
and direct marketing services to its customers. The purchase price was 20
million French Francs (approximately $3.4 million) in cash and other
additional cash consideration of which approximately $900,000 is guaranteed
and the remainder is based on the future performance of Normadress.
Normadress' results of operations are included in the Company's consolidated
results of operations beginning April 1, 1998. This acquisition was accounted
for as a purchase. The excess of cost over net assets acquired of $5.7 million
is being amortized using the straight-line method over 20 years. The pro forma
effect of the acquisition is not material to the Company's consolidated
results of operations for the periods reported.
    Effective October 1, 1997, the Company acquired 100% ownership of
MultiNational Concepts, Ltd. ("MultiNational") and Catalog Marketing Services,
Inc. (d/b/a Shop the World by Mail), entities under common control
(collectively "STW"). Total consideration was $4.6 million (net of cash
acquired) and other cash consideration based on the future performance of STW.
MultiNational, headquartered in Hoboken, New Jersey, is an international
mailing list and database maintenance provider for consumer catalogers

interested in developing foreign markets. Shop the World by Mail,
headquartered in Sarasota, Florida, provides cooperative customer acquisition
programs, and also produces an international catalog of catalogs whereby end-
customers in over 60 countries can order catalogs from around the world.
    Also effective October 1, 1997, the Company acquired Buckley Dement, L.P.
and its affiliated company, KM Lists, Incorporated (collectively "Buckley
Dement"). Buckley Dement, headquartered in Skokie, Illinois, provides list
brokerage, list management, promotional mailing and fulfillment, and
merchandise order processing to pharmaceutical, health care, and other
commercial customers. Total consideration was $14.2 million (net of cash
acquired) and other cash consideration based on the future performance of
Buckley Dement.
    Both the Buckley Dement and STW acquisitions are accounted for as
purchases and their operating results are included with the Company's results
beginning October 1, 1997. The purchase price for the two acquisitions
exceeded the fair value of net assets acquired by $12.6 million and $5.2
million for Buckley Dement and STW, respectively. The resulting excess of cost
over net assets acquired is being amortized over 20 years. The pro forma
effect of the acquisitions is not material to the Company's consolidated
results of operations for the periods reported.

(3) SOFTWARE AND RESEARCH AND DEVELOPMENT COSTS
The Company recorded amortization expense related to internally developed
computer software of $10.3 million, $8.3 million and $5.9 million in 2000,
1999 and 1998, respectively. Additionally, research and development costs of
$34.8 million, $17.8 million and $13.7 million were charged to operations
during 2000, 1999 and 1998, respectively.

(4) PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows (dollars in thousands):

- ------------------------------------------------------------------------------
                                                 2000                1999
- ------------------------------------------------------------------------------
Land                                         $ 10,309             $ 8,224
Buildings and improvements                    107,888              92,417
Office furniture and equipment                 41,155              36,765
Data processing equipment                     222,590             204,435
- ------------------------------------------------------------------------------
                                              381,942             341,841
Less accumulated depreciation and
  amortization                                132,266             115,460
- ------------------------------------------------------------------------------
                                            $ 249,676           $ 226,381
- ------------------------------------------------------------------------------

(5) OTHER ASSETS
Other assets consists of the following (dollars in thousands):

- ------------------------------------------------------------------------------
                                                 2000                1999
- ------------------------------------------------------------------------------
Purchased software licenses                 $ 123,846           $ 103,500
Deferred contract costs                        63,173              28,400
Notes receivable from software and
  data licenses and sales of
  equipment, net of current portion            55,804              24,900
Assets transferred under contractual
  arrangement (note 15)                        34,291                   -
Investments in joint ventures and
  other companies                              22,890              16,853
Other                                          11,524              27,884
- ------------------------------------------------------------------------------
                                            $ 311,528           $ 201,537
- ------------------------------------------------------------------------------

The software licenses are amortized over their estimated useful lives of
five to seven years. Certain of the notes receivable from software and data
licenses and equipment sales have no stated interest rate and have been
discounted using an imputed interest rate based on the customer, type of

agreement, collateral and payment terms. The term of these notes is generally
three years or less. This discount is being recognized into income using the
interest method and is a component of other, net included in the statement of
operations.
    Other current assets includes the current portion of the notes receivable
from data license and equipment sales of $42.4 million and $24.6 million as of
March 31, 2000 and 1999, respectively. Other current assets also includes
prepaid expenses, nontrade receivables and other miscellaneous assets of $56.5
million and $36.7 million as of March 31, 2000 and 1999, respectively.

(6) LONG-TERM DEBT
    Long-term debt consists of the following (dollars in thousands):

- ------------------------------------------------------------------------------
                                                 2000                1999
- ------------------------------------------------------------------------------
5.25% Convertible subordinated notes
  due 2003                                  $ 115,000           $ 115,000
Software license liabilities payable
  over terms of from five to seven
  years; effective interest rates at
  approximately 6%                             67,545              76,748
Unsecured revolving credit agreement           61,500              55,384
6.92% Senior notes due March 30, 2007,
  payable in annual installments of
  $4,286 commencing March 30, 2001;
  interest is payable semiannually             30,000              30,000
3.12% Convertible note, interest and
  principal due April 30, 1999;
  convertible at maturity into two
  million shares of common stock                    -              25,000
Capital leases on land, buildings and
  equipment payable in monthly
  payments of $357 of principal and
  interest; remaining terms of from
  five to twenty years; interest rates
  at approximately 8%                          18,051              20,587
8.5% Unsecured term loan; quarterly
  principal payments of $200 plus
  interest with the balance due in
  2003                                          8,200               9,000
Other capital leases, debt and long-
  term liabilities                             12,094              16,859
- ------------------------------------------------------------------------------
  Total long-term debt                        312,390             348,578
Less current installments                      23,156              23,355
- ------------------------------------------------------------------------------
  Long-term debt, excluding current
    installments                            $ 289,234           $ 325,223
- ------------------------------------------------------------------------------

In March 1998, May & Speh completed an offering of $115 million 5.25%
convertible subordinated notes due 2003. The notes are convertible at the
option of the holder into shares of the Company's common stock at a conversion
price of $19.89 per share. The notes also are redeemable, in whole or in part,
at the option of the Company at any time on or after April 3, 2001. The total
net proceeds to the Company were approximately $110.8 million after deducting
underwriting discounts and commissions and offering expenses.
    In April 1999, the holder of the 3.12% convertible note exchanged the note
for two million shares of the Company's common stock. Accordingly, the balance
of the debt and related accrued interest of $2.1 million has been reclassified
into equity.
    On December 29, 1999, the Company completed a new unsecured revolving
credit agreement with a group of commercial banks and completely repaid the
balance due under the prior revolving credit agreement. The new agreement
expires December 29, 2002 unless extended in accordance with the terms of the
agreement. The new agreement provides for revolving loans and letters of
credit in amounts of up to $285 million and provides for interest at various
market rates at the Company's option, including the prime rate, a LlBOR-based
rate and a rate based on the federal funds rate. The agreement requires a
commitment fee of 0.3% on the average unused portion of the loan commitment.
The interest rate on the revolving credit facility was 7.5% as of March 31,
2000.
    In connection with the construction of the Company's new headquarters
building and a new customer service facility in Little Rock, Arkansas, the
Company has entered into 50/50 joint ventures with local real estate

developers. In each case, the Company is guaranteeing portions of the loans
for the buildings. The aggregate amount of the guarantees at March 31, 2000
was $4.5 million.
    Under the terms of certain of the above borrowings, the Company is
required to maintain certain tangible net worth levels, debt-to-equity and
debt service coverage ratios. The aggregate maturities of long-term debt for
the five years ending March 31, 2005 are as follows: 2001, $23.2 million;
2002, $22.7 million; 2003, $88.2 million; 2004, $138.9 million; and 2005,
$16.5 million.

(7) LEASES
The Company leases data processing equipment, software, office furniture
and equipment, land and office space under noncancellable operating leases.
Future minimum lease payments under noncancellable operating leases for the
five years ending March 31, 2005 are as follows: 2001, $54.7 million; 2002,
$47.3 million; 2003, $48.6 million; 2004, $27.8 million; and 2005, $11.5
million.
    Total rental expense on operating leases was $17.0 million, $24.7 million
and $15.2 million for the years ended March 31, 2000, 1999 and 1998,
respectively.

(8) STOCKHOLDERS' EQUITY
The Company has authorized 200 million shares of $.10 par value common
stock and 1.0 million shares of $1.00 par value preferred stock. The Board of
Directors of the Company may designate the relative rights and preferences of
the preferred stock when and if issued. Such rights and preferences could
include liquidation preferences, redemption rights, voting rights and
dividends and the shares could be issued in multiple series with different
rights and preferences. The Company currently has no plans for the issuance of
any shares of preferred stock.
    On July 28, 1999, the Company completed a secondary offering of 1.5
million shares of its common stock. In addition, four shareholders of the
Company sold 4.0 million shares of common stock. In connection with the
offering, the Company granted an over-allotment option to the underwriters to
purchase up to an additional 800,000 shares. The underwriters exercised the
option on August 17, 1999 for 500,000 shares, bringing the total shares sold
by the Company to 2.0 million. The net proceeds to the Company, after
deducting underwriting discounts and offering expenses, were approximately
$51.3 million.
    On March 30, 1998, May & Speh completed a secondary offering of 325,000
shares of its common stock (260,000 shares as adjusted for the merger with
Acxiom). Total net proceeds were approximately $3.5 million.
    In connection with its data center management agreement entered into in
August 1992 with Trans Union LLC, the Company issued a warrant which entitled
Trans Union to acquire up to 4.0 million additional shares of newly-issued
common stock. The exercise price for the warrant stock was $3.06 per share
through August 31, 1998 and increased $.25 per share in each of the two years
subsequent to August 31, 1998. The warrant was exercised for 4.0 million
shares on August 31, 1998. The Company recorded $68.0 million as additional
sales discounts on its tax return for the difference in the fair value of the
stock on the date the warrant was exercised and the fair value of the warrant
on the date the warrant was issued (note 9).
    The Company has a Key Employee Stock Option Plan ("Plan") for which 15.2
million shares of the Company's common stock have been reserved for issuance
to its U.S. employees. The Company has for its U.K. employees a U.K. Share
Option Scheme ("Scheme") for which 1.6 million shares of the Company's common
stock have been reserved. These plans provide that the option price, as
determined by the Board of Directors, will be at least the fair market value
at the time of the grant. The term of nonqualified options is also determined
by the Board of Directors. Incentive options granted under the plans must be
exercised within 10 years after the date of the option. At March 31, 2000,
677,653 shares and 52,409 shares are available for future grants under the
Plan and the Scheme, respectively.
    May & Speh had options outstanding under two separate plans at March 31,
1998. Generally, such options vest and become exercisable in five equal annual
increments beginning one year after the issue date and expire 10 years after
the issue date except in the event of change in control of May & Speh all

options become fully vested and exercisable. Pursuant to the merger, the
Company assumed all of the currently outstanding options granted under the May
& Speh plans with the result that shares of the Company's common stock became
subject to issuance upon exercise of such options.
    Activity in stock options was as follows:

- ------------------------------------------------------------------------------
                                                    Weighted-         Number
                                     Number of  average price      of shares
                                        shares      per share    exercisable
- ------------------------------------------------------------------------------
Outstanding at March 31, 1997       10,176,065         $ 8.31      3,974,265
  May & Speh acquisition (note
    2)                                 217,440          16.89
  Granted                            2,143,176          14.88
  Exercised                           (977,511)          3.86
  Forfeited or cancelled              (157,190)         11.89
- ------------------------------------------------------------------------------
Outstanding at March 31, 1998       11,401,980           9.63      5,316,861
  Granted                            1,066,891          27.82
  Exercised                           (937,411)          6.95
  Forfeited or cancelled              (115,462)         12.96
- ------------------------------------------------------------------------------
Outstanding at March 31, 1999       11,415,998          12.19      7,913,294
  Granted                            3,981,376          25.45
  Exercised                         (2,510,323)          9.74
  Forfeited or cancelled              (474,422)         26.52
- ------------------------------------------------------------------------------
Outstanding at March 31, 2000       12,412,629        $ 16.36      6,726,860
- ------------------------------------------------------------------------------

The per share weighted-average fair value of stock options granted during
fiscal 2000, 1999 and 1998 was $10.96, $13.43 and $9.91, respectively, on the
date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions: Dividend yield of 0% for 2000, 1999 and 1998;
risk-free interest rate of 5.60% in 2000, 5.44% in 1999, and 6.79% in 1998;
expected option life of 6 years for 2000, and 10 years for 1999 and 1998; and
expected volatility of 44.97% in 2000, 40.48% in 1999, and 38.69% in 1998.
    Following is a summary of stock options outstanding as of March 31, 2000:

- -----------------------------------------------------------------------------
                  Options outstanding            Options exercisable
                 -----------------------   ----------------------------------
                              Weighted-
                               average     Weighted-                Weighted-
                              remaining     average                  average
Range of           Options   contractual   exercise     Options     exercise
exercise prices  outstanding    life       per share  exercisable   per share
- -----------------------------------------------------------------------------
$ 1.38-$ 2.86     1,418,266   5.55 years    $ 2.34     1,381,690     $ 2.36
  3.13-  4.69     1,310,681   4.91 years      3.92     1,084,258       3.92
  5.38-  6.25     1,347,379   3.12 years      6.11     1,060,797       6.09
  7.43- 15.70     1,661,639   7.27 years     13.30     1,217,615      13.65
 15.75- 16.88       469,458   7.58 years     16.85       469,458      16.85
 16.89- 17.93     1,367,857  14.15 years     17.86        49,026      17.33
 17.96- 24.81     2,042,618   7.85 years     22.19       802,223      22.35
 24.84- 26.08     1,385,079  13.85 years     26.05       557,948      26.02
 26.25- 41.24     1,267,891  13.79 years     34.48        90,496      33.21
 42.47- 54.00       141,761  13.52 years     48.22        13,349      49.76
- -----------------------------------------------------------------------------
                 12,412,629   8.71 years   $ 16.36     6,726,860    $ 11.22
- -----------------------------------------------------------------------------

The Company applies the provisions of Accounting Principles Board Opinion
No. 25 and related interpretations in accounting for the stock-based
compensation plans. Accordingly, no compensation cost has been recognized by
the Company in the accompanying consolidated statements of operations for any

of the fixed stock options granted. Had compensation cost for options granted
been determined on the basis of the fair value of the awards at the date of
grant, consistent with the methodology prescribed by SFAS No. 123, the
Company's net earnings (loss) would have been reduced to the following pro
forma amounts for the years ended March 31 (dollars in thousands, except per
share amounts):

- ------------------------------------------------------------------------------
                                           2000          1999          1998
- ------------------------------------------------------------------------------
Net earnings (loss)   As reported      $ 90,363     $ (15,142)     $ 47,155
                        Pro forma        81,673       (32,302)       40,725
Basic earnings
  (loss) per share    As reported        $ 1.06        $ (.19)        $ .64
                        Pro forma           .96          (.41)          .55
Diluted earnings
  (loss) per share    As reported        $ 1.00        $ (.19)        $ .58
                        Pro forma           .90          (.41)          .50
- ------------------------------------------------------------------------------

Pro forma net earnings (loss) reflect only options granted after fiscal
1995. Therefore, the full impact of calculating compensation cost for stock
options under SFAS No. 123 is not reflected in the pro forma net earnings
amounts presented above because compensation cost is reflected over the
options' vesting period of up to 9 years and compensation cost for options
granted prior to April 1, 1995 is not considered.
    The Company maintains an employee stock purchase plan which provides for
the purchase of shares of common stock at 85% of the market price. There were
218,139, 129,741 and 125,151 shares purchased under the plan during the years
ended March 31, 2000, 1999 and 1998, respectively.
    In fiscal 2000, the Company entered into two equity forward purchase
agreements with a commercial bank under which the Company will purchase 3.1
million and 0.2 million shares of its common stock at an average total cost of
approximately $20.81 and $26.51 per share, respectively, for a total notional
amount of $69.4 million. The cost of the equity forwards of $300,000 has been
accounted for as a component of stockholders' equity. If the market value of
the stock exceeds the price under the equity forward, the Company has the
option of settling the contract by receiving cash or stock worth the excess of
the market value over the price under the equity forward. If the market value
of the stock is less than the price under the equity forward, the Company has
the option of settling the contract by paying cash in the amount of the excess
of the contract amount over the fair market value of the stock. The Company
can also settle the contracts by paying the full notional amount and taking
delivery of the stock. The shares remain issued and outstanding until the
forward purchase contracts are settled. The Company has the option to settle
the contracts at any time prior to March 31, 2002, when the contracts are
required to be settled.

(9) INCOME TAXES
Total income tax expense (benefit) was allocated as follows (dollars in
thousands):

- ------------------------------------------------------------------------------
                                         2000           1999           1998
- ------------------------------------------------------------------------------
Income from operations               $ 54,214        $ 2,843       $ 28,065
Stockholders' equity, for
  expenses for tax purposes in
  excess of amounts recognized
  for financial reporting
  purposes:
    Compensation                      (15,921)        (9,178)        (2,763)
    Sale discounts (note 8)                 -        (27,215)             -
- ------------------------------------------------------------------------------
                                     $ 38,293      $ (33,550)      $ 25,302
- ------------------------------------------------------------------------------

Income tax expense (benefit) attributable to earnings (loss) from
operations consists of (dollars in thousands):

- ------------------------------------------------------------------------------
                                         2000           1999           1998
- ------------------------------------------------------------------------------
Current expense:
  Federal                            $ 29,392       $ 18,285       $ 12,889
  Foreign                               1,875          1,165          1,206
  State                                 1,301          7,247          1,827
- ------------------------------------------------------------------------------
                                       32,568         26,697         15,922
- ------------------------------------------------------------------------------
Deferred expense (benefit):
  Federal                              15,154        (14,780)         9,792
  Foreign                                (248)          (248)            23
  State                                 6,740         (8,826)         2,328
- ------------------------------------------------------------------------------
                                       21,646        (23,854)        12,143
- ------------------------------------------------------------------------------
    Total tax expense                $ 54,214        $ 2,843       $ 28,065
- ------------------------------------------------------------------------------

A reconciliation of income tax expense (benefit) computed using the U.S.
federal statutory income tax rate of 35% of earnings (loss) before income
taxes to the actual provision for income taxes follows:

- ------------------------------------------------------------------------------
                                         2000           1999           1998
- ------------------------------------------------------------------------------
Computed expected tax expense
  (benefit)                          $ 50,602       $ (4,305)      $ 26,327
Increase (reduction) in income
  taxes resulting from:
  Nondeductible merger and
    integration expenses                    -          7,836              -
  State income taxes, net of
    Federal income tax benefit          5,227         (1,026)         2,701
  Research and experimentation
    credits                              (757)          (265)          (715)
  Other                                  (858)           603           (248)
- ------------------------------------------------------------------------------
    Total tax expense                $ 54,214        $ 2,843       $ 28,065
- ------------------------------------------------------------------------------

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at March 31, 2000 and 1999
are presented below (dollars in thousands).

- ------------------------------------------------------------------------------
                                               2000                 1999
- ------------------------------------------------------------------------------
Deferred tax assets:
  Accrued expenses not currently
    deductible for tax purposes            $ 14,932             $ 20,633
  Investments, principally due
    to differences in basis for tax and
    financial reporting purposes                309                  328
  Net operating loss carryforwards            1,841                7,986
  Other                                       1,350                1,696
- ------------------------------------------------------------------------------
    Total deferred tax assets                18,432               30,643
- ------------------------------------------------------------------------------
Deferred tax liabilities:
  Property and equipment, principally
    due to differences in depreciation      (22,276)             (12,887)
  Intangible assets, principally due
    to differences in amortization           (2,417)              (3,624)
  Capitalized software and other costs
    expensed as incurred for tax
    purposes                                (22,105)             (20,501)
  Installment sale gains for tax
    purposes                                 (1,526)              (1,877)
- ------------------------------------------------------------------------------
    Total deferred tax liabilities          (48,324)             (38,889)
- ------------------------------------------------------------------------------
    Net deferred tax liability            $ (29,892)            $ (8,246)
- ------------------------------------------------------------------------------

At March 31, 2000, the Company had available tax benefits associated with
state tax operating loss carryforwards of $15.7 million which expire annually
in varying amounts to 2014. The deferred tax effect of such carryforwards are
included above.
    In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred

tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible. Based upon
the Company's history of profitability and taxable income and the reversal of
taxable temporary differences, management believes it is more likely than not
the Company will realize the benefits of these deductible differences.

(10) RELATED PARTY TRANSACTIONS
The Company leases certain equipment from a business partially owned by an
officer. Rent expense under these leases was approximately $876,000, $797,000
and $797,000 during the years ended March 31, 2000, 1999 and 1998,
respectively. Under the terms of the lease in effect at March 31, 2000 the
Company will make monthly lease payments of $75,000 through December 2001. The
Company has agreed to pay the difference, if any, between the sales price of
the equipment and 70 percent of the lessor's related loan balance
(approximately $7.3 million at March 31, 2000) should the Company elect to
exercise its early termination rights or not extend the lease beyond its
initial five-year term and the lessor sells the equipment as a result thereof.

(11) RETIREMENT PLANS
The Company has a retirement savings plan which covers substantially all
domestic employees. The Company also offers a supplemental nonqualified
deferred compensation plan for certain management employees. The Company
matches 50% of the employee's salary deferred contributions under both plans
up to 6% annually and may contribute additional amounts to the plans from the
Company's earnings at the discretion of the Board of Directors.
    Effective October 1, 1988, May & Speh established the May & Speh, Inc.
Employee Stock Ownership Plan ("ESOP") for the benefit of substantially all of
its employees. May & Speh borrowed $22,500,000 from a bank and loaned the
proceeds to the ESOP for the purpose of providing the ESOP sufficient funds to
purchase 9,887,340 shares of May & Speh's common stock at $2.28 per share. The
terms of the ESOP agreement required May & Speh to make minimum contributions
sufficient to meet the ESOP's debt service obligations. During the year ended
March 31, 1999, the ESOP loan was paid in full and the ESOP was merged into
the Company's retirement savings plan.
    Company contributions for the above plans amounted to approximately $4.0
million, $4.8 million and $4.3 million in 2000, 1999 and 1998, respectively.

(12) MAJOR CUSTOMERS
In 2000 the Company had no customer who accounted for more than 10% of
revenue. Allstate Insurance Company accounted for revenue of $82.2 million
(10.9%) and $74.7 million (12.6%) in 1999 and 1998, respectively.

(13) FOREIGN OPERATIONS
Foreign operations are conducted primarily in the United Kingdom. The
Company attributes revenue to each geographic region based on the location of
the Company's operations. The following table shows financial information by
geographic area for the years 2000, 1999 and 1998 (dollars in thousands):

- ------------------------------------------------------------------------------
                                United States        Foreign   Consolidated
- ------------------------------------------------------------------------------
2000:
  Revenue                           $ 908,261       $ 56,199      $ 964,460
  Long-lived assets                   606,059         14,109        620,168
- ------------------------------------------------------------------------------
1999:
  Revenue                           $ 712,907       $ 41,150      $ 754,057
  Long-lived assets                   454,631         10,687        465,318
- ------------------------------------------------------------------------------
1998:
  Revenue                           $ 557,683       $ 34,646      $ 592,329
  Long-lived assets                   305,219          7,860        313,079
- ------------------------------------------------------------------------------

(14) CONTINGENCIES
On September 20, 1999, the Company and certain of its directors and
officers were sued by an individual shareholder in a purported class action
filed in the United States District Court for the Eastern District of
Arkansas. The action alleges that the defendants violated Section 11 of the
Securities Act of 1933 in connection with the July 23, 1999 public offering of
5,421,000 shares of the common stock of the Company. In addition, the action
seeks to assert liability against the Company Leader pursuant to Section 15 of
the Securities Act of 1933. The action seeks to have a class certified of all
purchasers of the stock sold in the public offering. Two additional suits were
subsequently filed in the same venue against the same defendants and asserting
the same allegations. The cases are in their infancy and no substantive
filings have been made subsequent to the initial complaints. The Company
believes the allegations are without merit and the defendants intend to
vigorously contest the cases, and at the appropriate time, seek their
dismissal.
    The Company is involved in various other claims and legal actions in the
ordinary course of business. In the opinion of management, the ultimate
disposition of all of these matters will not have a material adverse effect on
the Company's consolidated financial position or its expected future
consolidated results of operations.

(15) DISPOSITIONS
Effective August 22, 1997, the Company sold certain assets of its Pro CD
subsidiary to a wholly-owned subsidiary of American Business Information, Inc.
("ABI"). ABI is now known as infoUSA, Inc. ABI acquired the retail and direct
marketing operations of Pro CD, along with compiled telephone book data for
aggregate cash proceeds of $18.0 million, which included consideration for a
compiled telephone book data license. In conjunction with the sale to ABI, the
Company also recorded certain valuation and contingency reserves. Included in
other income for the year ended March 31, 1998 is the gain on disposal related
to this transaction of $855,000.
    Effective February 1, 2000, the Company sold certain assets and a 51%
interest in a newly formed Limited Liability Company ("LLC") to certain
management of its Acxiom/Direct Media, Inc. business unit ("DMI"). The LLC was
formed by the contribution of net assets used in the DMI operations. As
consideration, the Company received a 6% note in the approximate amount of
$22.5 million payable over 7 years. The Company also retains a 49% interest in
the LLC. The 51% owners have the right to purchase the remaining interest in
the LLC. The sale is a divestiture for legal and tax purposes, but not for
accounting purposes under applicable accounting rules because the collection
of the sales price is primarily dependent on the buyer's ability to repay the
note through operations of the business. Accordingly, the result of operations
of the LLC will continue to be included in the Company's financial statements
until such time as a sufficient portion of the note balance has been
collected, at which time the Company will account for the transaction as a
sale. The Company's 49% interest in the LLC and the note receivable are
included in other assets.
    Effective April 25, 2000, the Company sold a part of its DataQuick
business group, which is based in San Diego, California, for $55.5 million.
The Company retained the real property data sourcing and compiling portion of
DataQuick. Of the total sale price, $30 million was received as of the
effective date and the remainder is payable on October 25, 2000. The gain on
sale of these assets, which will be reported in the first quarter of fiscal
2001, will be in excess of $30 million.

(16) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.
_ Cash and cash equivalents, trade receivables, short-term borrowings, and
  trade payables - The carrying amount approximates fair value because of the
  short maturity of these instruments.
_ Marketable securities - The carrying value of marketable securities is equal
  to fair value as determined by reference to quoted market prices.
_ Equity forward - The fair value of the equity forward contract as of March
  31, 2000 is $38.6 million, as determined by quoted market prices.

_ Long-term debt - The interest rate on the revolving credit agreement is
  adjusted for changes in market rates and therefore the carrying value of the
  credit agreement approximates fair value. The estimated fair value of other
  long-term debt was determined based upon the present value of the expected
  cash flows considering expected maturities and using interest rates
  currently available to the Company for long-term borrowings with similar
  terms. At March 31, 2000, the estimated fair value of long-term debt
  approximates its carrying value.

(17) SEGMENT INFORMATION
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131") requires reporting segment information consistent
with the way management internally disaggregates an entity's operations to
assess performance and to allocate resources. As required, the Company adopted
the provisions of SFAS 131 in its fiscal 1999 consolidated financial
statements and has presented its prior-year segment information to conform to
SFAS 131's requirements.
    The Company's business segments consist of Services, Data Products, and
Information Technology Management. The Services segment substantially consists
of consulting, database and data warehousing and list processing services. The
Data Products segment includes all of the Company's data content products.
Information Technology Management includes information technology outsourcing
and facilities management for data center management, network management,
client server management and other complementary Information Technology
services. The Company evaluates performance of the segments based on segment
operating income, which excludes special charges. The Company accounts for
sales of certain data products as revenue in both the Data Products segment
and the Services segment which billed the customer. The duplicate revenues are
eliminated in consolidation.
    The following tables present information by business segment (dollars in
thousands):

- ------------------------------------------------------------------------------
                                         2000           1999           1998
- ------------------------------------------------------------------------------
Services                            $ 609,740      $ 453,119      $ 331,713
Data Products                         232,635        188,020        155,206
Information Technology Management     194,908        154,526        128,366
Intercompany eliminations             (72,823)       (41,608)       (22,956)
- ------------------------------------------------------------------------------
  Total revenue                     $ 964,460      $ 754,057      $ 592,329
- ------------------------------------------------------------------------------
Services                            $ 125,560       $ 91,731       $ 55,302
Data Products                          31,814         15,993         15,664
Information Technology Management      44,304         34,826         25,808
Intercompany eliminations             (36,584)       (20,689)       (11,942)
Corporate and other                    (1,210)      (123,245)        (3,923)
- ------------------------------------------------------------------------------
  Income (loss) from operations     $ 163,884       $ (1,384)      $ 80,909
- ------------------------------------------------------------------------------
Services                             $ 36,869       $ 24,360       $ 17,901
Data Products                          22,888         19,214         12,660
Information Technology Management      26,563         20,039         16,547
Corporate and other                       209            484          2,700
- ------------------------------------------------------------------------------
  Depreciation and amortization      $ 86,529       $ 64,097       $ 49,808
- ------------------------------------------------------------------------------
Services                            $ 494,110      $ 427,210      $ 228,115
Data Products                         202,243        167,111        130,704
Information Technology Management     372,923        238,164        172,834
Corporate and other                    36,020         57,315        149,981
- ------------------------------------------------------------------------------
  Total assets                    $ 1,105,296      $ 889,800      $ 681,634
- ------------------------------------------------------------------------------

(18) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The table below sets forth selected financial information for each quarter
of the last two years (dollars in thousands, except per share amounts):

- ----------------------------------------------------------------------------
                                     1st        2nd        3rd        4th
                                   Quarter    Quarter    Quarter    Quarter
- ----------------------------------------------------------------------------
2000:
  Revenue                        $ 211,506   $ 246,840  $ 244,303  $ 261,811
  Income from operations            30,246      39,883     46,389     47,366
  Net earnings                      15,749      21,300     26,478     26,836
  Basic earnings per share             .19         .25        .31        .31
  Diluted earnings per share           .18         .24        .29        .29
- ----------------------------------------------------------------------------
1999:
  Revenue                        $ 164,512   $ 180,030  $ 193,910  $ 215,605
  Income (loss) from operations     20,321     (82,707)    25,958     35,044
  Net earnings (loss)               11,737     (60,548)    14,038     19,631
  Basic earnings (loss) per share      .16        (.79)       .18        .25
  Diluted earnings (loss) per share    .14        (.79)       .16        .22
- ----------------------------------------------------------------------------

INDEPENDENT AUDITORS' REPORT

THE BOARD OF DIRECTORS AND STOCKHOLDERS ACXIOM CORPORATION:

We have audited the accompanying consolidated balance sheets of Acxiom
Corporation and subsidiaries as of March 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended March 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Acxiom
Corporation and subsidiaries as of March 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the years in the three-year
period ended March 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

/s/ KPMG LLP

Dallas, Texas
May 2, 2000

                                   EXHIBIT 21

                             SUBSIDIARIES OF ACXIOM

                                U.S. SUBSIDIARIES

Name                             Incorporated In      Doing Business As

Acxiom Asia, Ltd.                   Arkansas          Acxiom Asia, Ltd.

Acxiom CDC, Inc.                    Arkansas          Acxiom CDC, Inc.

Acxiom Compilation Corporation     California         Acxiom Compilation
  (formerly DataQuick                                 Corporation
  Information Systems)

Acxiom / Direct Media, Inc.         Arkansas          Acxiom/Direct Media, Inc.

Acxiom / May & Speh, Inc.           Delaware          Acxiom/May & Speh, Inc.

Acxiom NJA, Inc.                   New Jersey         KM Lists Incorporated

Acxiom Property Development,        Arkansas          Acxiom Property
  Inc.                                                  Development, Inc.

Acxiom RM-Tools, Inc.               Arkansas          Acxiom RM-Tools, Inc.

Acxiom RTC, Inc.                    Delaware          Acxiom RTC, Inc.

Acxiom SDC, Inc.                    Arkansas          Buckley Dement, an Acxiom
                                                        Company

Acxiom Transportation Services,     Arkansas          ATS; Conway Aviation, Inc.
Inc.

Acxiom / Woodland Hills Data        Arkansas          Acxiom Corporation
  Center, Inc.

Catalog Marketing Services, Inc.    Florida           Acxiom Corporation

DQ Investment Corporation*         California         AccuDat

                           INTERNATIONAL SUBSIDIARIES

Name                            Incorporated In       Doing Business As

Acxiom Limited                  United Kingdom        Acxiom Limited

Generator Datamarketing         United Kingdom        Generator Datamarketing
  Limited                                               Limited

Marketlead Services, Ltd.       United Kingdom        N/A
 (Agency company of Acxiom
 Limited)

Southwark Computer Services,    United Kingdom        N/A
   Ltd. (Agency company of
   Acxiom Limited)

Normadress SA                       France           Normadress

Marketing Technology SA             Spain            Marketing Technology

Acxiom Australia Pty Ltd          Australia          Acxiom Australia Pty Ltd

Berry Floyd & Doyle Limited     United Kingdom       Berry Consulting

* Inactive

                                   EXHIBIT 23

The Board of Directors
Acxiom Corporation

We consent to incorporation  by reference in the  registration  statements (Nos.
333-72009  and  333-81211  on Form S-3 and Nos.  33-17115,  33-37609,  33-37610,
33-42351,  33-72310,  33-72312,  33-63423  and  333-03391 on Form S-8) of Acxiom
Corporation  of our  report  dated May 2,  2000,  relating  to the  consolidated
balance sheets of Acxiom  Corporation and  subsidiaries as of March 31, 2000 and
1999,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for each of the years in the three-year period ended March
31, 2000 which is  incorporated by reference in the March 31, 2000 annual report
on  Form  10-K of  Acxiom  Corporation.  We also  consent  to  incorporation  by
reference in the above-mentioned registration statements of our report dated May
2, 2000 relating to the consolidated financial statement schedule,  which report
appears in the March 31, 2000 annual report on Form 10-K of Acxiom Corporation.

                                             /s/  KPMG LLP

Dallas, Texas
June 26, 2000

                                   EXHIBIT 24

                                POWER OF ATTORNEY

     The undersigned officer of Acxiom Corporation,  a Delaware corporation (the
"Company"),  hereby appoints  Catherine L. Hughes and Jerry C. Jones as his true
and lawful attorneys-in-fact and agents, with full power of substitution for him
and in his name,  place and stead,  in his capacity as the principal  accounting
officer of the Company, to sign the Company's Annual Report on Form 10-K for the
year ended March 31, 2000, together with any amendments thereto, and to file the
same,  together with any exhibits and all other documents related thereto,  with
the Securities and Exchange Commission,  granting to said  attorneys-in-fact and
agents full power and  authority to do and perform each and any act necessary to
be done in  connection  therewith,  as fully to all intents and  purposes as the
undersigned might or could do in person,  duly ratifying and confirming all that
said  attorneys-in-fact and agents may lawfully do or cause to be done by virtue
of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ Robert S. Bloom
- ----------------------------------
Robert S. Bloom

Date:  May 24, 2000

                                POWER OF ATTORNEY

     The undersigned director of Acxiom Corporation, a Delaware corporation (the
"Company"),  hereby  appoints  Catherine L. Hughes and/or Robert S. Bloom as her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
for her and in her name,  place and stead,  in her capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 2000,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents full power and  authority to do and perform each and any act necessary to
be done in  connection  therewith,  as fully to all intents and  purposes as the
undersigned might or could do in person,  duly ratifying and confirming all that
said  attorneys-in-fact and agents may lawfully do or cause to be done by virtue
of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ Dr. Ann H. Die
- ----------------------------------
Dr. Ann H. Die

Date:  May 24, 2000

                                POWER OF ATTORNEY

     The undersigned director of Acxiom Corporation, a Delaware corporation (the
"Company"),  hereby  appoints  Catherine L. Hughes and/or Robert S. Bloom as his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 2000,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents full power and  authority to do and perform each and any act necessary to
be done in  connection  therewith,  as fully to all intents and  purposes as the
undersigned might or could do in person,  duly ratifying and confirming all that
said  attorneys-in-fact and agents may lawfully do or cause to be done by virtue
of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ William T. Dillard II
- ----------------------------------
William T. Dillard II

Date:  May 24, 2000

                                POWER OF ATTORNEY

     The undersigned director of Acxiom Corporation, a Delaware corporation (the
"Company"),  hereby  appoints  Catherine L. Hughes and/or Robert S. Bloom as his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 2000,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents full power and  authority to do and perform each and any act necessary to
be done in  connection  therewith,  as fully to all intents and  purposes as the
undersigned might or could do in person,  duly ratifying and confirming all that
said  attorneys-in-fact and agents may lawfully do or cause to be done by virtue
of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ Harry C. Gambill
- ----------------------------------
Harry C. Gambill

Date:  May 24, 2000

                                POWER OF ATTORNEY

     The  undersigned  director  and officer of Acxiom  Corporation,  a Delaware
corporation (the "Company"),  hereby appoints  Catherine L. Hughes and/or Robert
S. Bloom as his true and lawful attorneys-in-fact and agents, with full power of
substitution  for him and in his name,  place and stead,  in his  capacity  as a
director and principal  financial officer of the Company,  to sign the Company's
Annual Report on Form 10-K for the year ended March 31, 2000,  together with any
amendments  thereto,  and to file the same,  together  with any exhibits and all
other documents  related thereto,  with the Securities and Exchange  Commission,
granting to said attorneys-in-fact and agents full power and authority to do and
perform each and any act necessary to be done in connection therewith,  as fully
to all intents and purposes as the undersigned might or could do in person, duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ Rodger S. Kline
- ----------------------------------
Rodger S. Kline

Date: May 24, 2000

                                POWER OF ATTORNEY

     The undersigned director of Acxiom Corporation, a Delaware corporation (the
"Company"),  hereby  appoints  Catherine L. Hughes and/or Robert S. Bloom as his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 2000,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents full power and  authority to do and perform each and any act necessary to
be done in  connection  therewith,  as fully to all intents and  purposes as the
undersigned might or could do in person,  duly ratifying and confirming all that
said  attorneys-in-fact and agents may lawfully do or cause to be done by virtue
of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ Thomas F. (Mack) McLarty, III
- ----------------------------------
Thomas F. (Mack) McLarty, III

Date: May 24, 2000

                                POWER OF ATTORNEY

     The  undersigned  director  and officer of Acxiom  Corporation,  a Delaware
corporation (the "Company"),  hereby appoints  Catherine L. Hughes and/or Robert
S. Bloom as his true and lawful attorneys-in-fact and agents, with full power of
substitution  for him and in his name,  place and stead,  in his  capacity  as a
director and principal  executive officer of the Company,  to sign the Company's
Annual Report on Form 10-K for the year ended March 31, 2000,  together with any
amendments  thereto,  and to file the same,  together  with any exhibits and all
other documents  related thereto,  with the Securities and Exchange  Commission,
granting to said attorneys-in-fact and agents full power and authority to do and
perform each and any act necessary to be done in connection therewith,  as fully
to all intents and purposes as the undersigned might or could do in person, duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ Charles D. Morgan
- ----------------------------------
Charles D. Morgan

Date:  May 24, 2000

                                POWER OF ATTORNEY

     The undersigned director of Acxiom Corporation, a Delaware corporation (the
"Company"),  hereby  appoints  Catherine L. Hughes and/or Robert S. Bloom as his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
for him and in his name,  place and stead,  in his capacity as a director of the
Company,  to sign the  Company's  Annual  Report on Form 10-K for the year ended
March 31, 2000,  together  with any  amendments  thereto,  and to file the same,
together with any exhibits and all other  documents  related  thereto,  with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents full power and  authority to do and perform each and any act necessary to
be done in  connection  therewith,  as fully to all intents and  purposes as the
undersigned might or could do in person,  duly ratifying and confirming all that
said  attorneys-in-fact and agents may lawfully do or cause to be done by virtue
of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ Stephen M. Patterson
- ----------------------------------
Stephen M. Patterson

Date: June 20, 2000

                                POWER OF ATTORNEY

     The  undersigned  director  and officer of Acxiom  Corporation,  a Delaware
corporation (the "Company"),  hereby appoints  Catherine L. Hughes and/or Robert
S. Bloom as his true and lawful attorneys-in-fact and agents, with full power of
substitution  for him and in his name,  place and stead,  in his  capacity  as a
director and officer of the Company, to sign the Company's Annual Report on Form
10-K for the year ended March 31, 2000,  together with any  amendments  thereto,
and to file the same, together with any exhibits and all other documents related
thereto,  with  the  Securities  and  Exchange  Commission,   granting  to  said
attorneys-in-fact and agents full power and authority to do and perform each and
any act  necessary to be done in connection  therewith,  as fully to all intents
and purposes as the undersigned might or could do in person,  duly ratifying and
confirming all that said  attorneys-in-fact  and agents may lawfully do or cause
to be done by virtue of the power herein granted.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the date set forth below.

/s/ James T. Womble
- ----------------------------------
James T. Womble

Date: May 24, 2000

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

                                   EXHIBIT 27
 5

THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AND IS
QUALIFIED IN ITS ENTIRETY BE REFERENCE TO SUCH FINANCIAL STATEMENTS.

 1,000

                                                            12-MOS
                                                   MAR-31-2000
                                                        MAR-31-2000
                                                                   23,924
                                                                  0
                                                           198,818
                                                              5,352
                                                                   0
                                                        340,046
                                                                  381,942
                                                          132,266
                                                        1,105,296
                                                   180,008
                                                                 289,234
                                                         0
                                                                   0
                                                                  8,831
                                                              578,899
                                          1,105,296
                                                                       0
                                                        964,460
                                                                         0
                                                           800,576
                                                         (4,225)
                                                              0
                                                       23,532
                                                         144,577
                                                             54,214
                                                      90,363
                                                                0
                                                               0
                                                                     0
                                                             90,363
                                                              1.06
                                                              1.00