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                    SHARE PURCHASE AND CONTRIBUTION AGREEMENT

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                              DATED AUGUST 5, 2002


                                     BETWEEN


                      CERTAIN SHAREHOLDERS OF NETVALUE S.A.


                                       AND


                                 NETRATINGS INC.


<PAGE>

                    SHARE PURCHASE AND CONTRIBUTION AGREEMENT

This Share Purchase and Contribution Agreement is entered into on August 5, 2002
between:

A.  The following shareholders of Netvalue S.A.

1-  Mr. Bernard Ochs, whose address is 24 rue Edgar Faure 75015 Paris


2-  Mr. Herve Le Jouan, whose address is 12 rue Sylvain Vigneras 92380 Garches


3-  Mr. Guy Lagache, whose address is 82 bd Nice 13008 Marseille


4-  Mr. Lennart Brag, whose address is 67 rue Jean Mermoz 78620 L'Etang La Ville


5-  Mr. Gaetan Japy, whose address is 24 rue Cortambert 75016 Paris


6-  ABN AMRO Developpement (named before NSM Developpement), a stock corporation
(societe anonyme) with a issued share capital of EUR 40 590 990 euros, having
its registered offices at 23 rue Balzac a Paris (75008), and registered with the
commercial Registry of Paris under No. B 582 041 653; duly represented by Herve
Claquin

7-  Placement Continuite, Funds (Fonds commun de Placement a Risques)
represented by its societe de gestion ABN AMRO CAPITAL France, a stock
corporation (societe anonyme) with a issued share capital of EUR 1 550 000
having its registered offices at 23 rue Balzac a Paris (75008), and registered
with the commercial Registry of Paris under No. 418 938 528; duly represented
by Herve Claquin

8-  Placement Actions Developpement 1, Funds (Fonds commun de Placement a
Risques) represented by its societe de gestion ABN AMRO CAPITAL France, a stock
corporation (societe anonyme) with a issued share capital of EUR 1 550 000
having its registered offices at 23 rue Balzac a Paris (75008), and registered
with the commercial Registry of Paris under No. 418 938 528; duly represented
by Herve Claquin

9-  France Innovation N(degree) 1, Funds (Fonds commun de Placement dans
l'Innovation), represented by its societe de gestion ABN AMRO CAPITAL France, a
stock corporation (societe anonyme) with a issued share capital of EUR 1 550 000
having its registered offices at 23 rue Balzac a Paris (75008), and registered
with the Commercial Registry of Paris under No. 418 938 528; duly represented
by Herve Claquin


<PAGE>

                                                                              2.


10- France Innovation N(degree) 2, Funds (Fonds commun de Placement dans
l'Innovation) represented by its societe de gestion ABN AMRO CAPITAL France, a
stock corporation (societe anonyme) with a issued share capital of EUR 1 550 000
having its registered offices at 23 rue Balzac a Paris (75008), and registered
with the commercial Registry of Paris under No. 418 938 528; duly represented
by Herve Claquin

11- ABN AMRO CAPITAL INVESTISSEMENT France, a stock corporation (societe
anonyme) with a issued share capital of EUR 14 507 312, having its registered
offices at 23 rue Balzac a Paris (75008), and registered with the commercial
Registry of Paris under No. B 572 092 427; represented by Herve Claquin

12- FINEPAR, societe civile with a issued share capital of EUR 1.600 euros,
having its registered offices at 7 bld Edgar Quinet, 92700 Colombes, and
registered with the commercial Registry of Nanterre under No. D 423 199 942,
duly represented by Herve Claquin

13- FCP MATIGNON Investissement, Funds (Fonds commun de Placement) represented
by its societe de gestion Matignon Investissement et Gestion SA a stock
corporation (societe anonyme) with a issued share capital of EUR 800.000 having
its registered offices at 5 avenue Matignon a Paris (75008) and registered with
the commercial Registry of Paris under No. B 404 380 305, duly represented by

14- COMIR a stock corporation (Societe par actions simplifiee) with an issued
share capital of EUR 13.775.000, having its registered offices at 27 Avenue
Etienne Audibert 60300 SENLIS, and registered with the commercial Registry of
Senlis under No. B 349 015 669 duly represented by

15- INNOVACOM 3 a stock corporation (societe anonyme) with an issued share
capital of EUR 29.085.849, having its registered offices at 23 rue Royale a
Paris (75008), and registered with the commercial Registry of Paris under No. B
419 838 198, duly represented by

16- EG INVESTMENTS LTD, UK a Limited company having its registered office at 38
Hertford Street London W1Y 7 TG, duly represented by

17- T - TELEMATIK VENTURE Beteiligungsgesellschaft mbH, a German Company having
its registered office at Gotenstr. 156 D-53175 Bonn and registered with the
commercial Registry of BONN under No. HRB 7767, duly represented by

18- CHAMPAGNE CAPITAL (named before La Champagne SA) a stock corporation
(societe par actions simplifiee) with a issued share capital of EUR 150.000,
having its registered offices at 91 Rue du Faubourg-saint-honore 75008 PARIS,
and registered with the commercial Registry of Paris under No. B 876 150 285,
duly represented by


the above acting individually, and not jointly and severally

                        (hereinafter individually referred to as a "Shareholder"
                                         and collectively as the "Shareholders")


<PAGE>

                                                                              3.


and:

B.   NetRatings is a Delaware corporation with its principal offices at 890
     Hillview Court, Milpitas, California, United States (Zip Code: 95035),
     having an authorized share capital of 200,000,000 shares of USD 0.001 par
     value, common stock.

     Represented by Todd Sloan, Executive Vice President of Corporate
     Development & CFO,


                                      (hereinafter referred to as "NetRatings").


WHEREAS:
-------

A.   Netvalue S.A. is a French stock corporation (societe anonyme) listed on the
     Nouveau Marche of Euronext Paris S.A., registered with the Commercial
     Registry of Nanterre under No. 418 508 115 and having its registered
     offices at 8 rue de l'Hotel de Ville 92200 Neuilly-sur-Seine (hereinafter
     referred to as "Netvalue"), with an outstanding issued share capital of EUR
     2,213,807.50 consisting of 8,855,230 shares of EUR 0.25 nominal value each
     (collectively the "Netvalue Shares" or individually an "Netvalue Share").

B.   Each Shareholder owns at the date hereof the number of Netvalue Shares and
     voting rights in Netvalue set out against its name in the table attached as
     Exhibit 1.

C.   NetRatings is listed on the NASDAQ.

D.   NetRatings wishes to acquire control of Netvalue, and therefore wishes to
     acquire from the Shareholders their respective shareholding in Netvalue.

E.   Each Shareholder wishes to transfer to NetRatings its respective
     shareholding in Netvalue in exchange, as the case may be pursuant to
     Articles 1 and 2 hereafter, (i) for cash or (ii) newly issued shares of
     common stock of NetRatings.

F.   NetRatings also wishes and, upon completion of the transactions
     contemplated by this agreement, will be under the obligation, as per the
     French Conseil des Marches Financiers ("CMF") General Regulation (Reglement
     General du CMF), to acquire through a public tender offer the balance of
     the remaining Netvalue outstanding shares.

G.   On the basis of a document delivered by NetRatings to the conseil
     d'administration of Netvalue on the date hereof and stating the general
     intents of NetRatings regarding Netvalue, its key managers and its
     employees, the conseil d'administration of Netvalue has recommended to the
     other shareholders of Netvalue to tender their shares to NetRatings's
     public tender offer. The board of directors of NetRatings has approved the
     execution and delivery of this agreement and the other agreements entered
     into in pursuance of this agreement and the transactions contemplated
     therein.


<PAGE>

                                                                              4.


H.   NetRatings undertakes to file a mandatory public purchase offer in cash
     (offre publique d'achat obligatoire) with the CMF with a view to acquiring
     all the issued and outstanding shares not otherwise acquired pursuant to
     this agreement making up the capital of Netvalue (the "Offer") at a price
     of EUR 2 per share which will be subject to the approval of the CMF (the
     "Offer Price").

I.   NetRatings has appointed Credit Lyonnais as its financial advisor for the
     transactions contemplated herein. Credit Lyonnais will file the Offer on
     behalf of NetRatings in accordance with the requirements set forth in
     Article 5-1-4 of the CMF General Regulation.

J.   NetRatings has and shall have at the Settlement Date (as this term is
     defined below), sufficient authorized share capital in order to issue the
     aforementioned NetRatings shares to the concerned Shareholders.

K.   Immediately after execution of this agreement (the "Agreement"), NetRatings
     and Netvalue shall enter into an agreement in the form attached as Exhibit
     2.

L.   Simultaneously to the execution of this Agreement, NetRatings and certain
     shareholders of Netvalue shall enter into a Registration Rights Agreement
     in the form attached as Exhibit 4.




IT HAS BEEN AGREED AS FOLLOWS:
-----------------------------


ARTICLE 1.   SALE OF NETVALUE SHARES
             -----------------------

1.1   Sale
      ----

      Each of the Shareholders listed in column (I) of the table attached as
      Exhibit 1 hereby sells to NetRatings, which accepts, on the terms and
      conditions stated herein, the number of Netvalue Shares set out against
      its name in column (IV) of such table, and hereby undertakes to
      irrevocably instruct its custodian (the "Transfer Agent") to (i) convert
      its nominative shares (if any) under the bearer form and (ii) transfer
      his/her Netvalue Shares against payment of the price set forth in clause
      1.2 hereafter to NetRatings on the Settlement Date.

     Such Netvalue Shares are hereinafter referred to as the "Sold Shares".


<PAGE>

                                                                              5.


1.2  Price

1.2.1 The purchase price for each Sold Share shall be EUR 2 and the aggregate
      purchase price for all the Sold Shares owned by any given Shareholder
      shall be as set out against such Shareholder's name in column (VIII) of
      the table attached as Exhibit 1.

1.2.2 The purchase price of the Sold Shares shall be paid in cash in full in EUR
      by wire transfer of immediately available funds at the Settlement Date (as
      this term is defined below).

ARTICLE 2.   CONTRIBUTION OF NETVALUE SHARES TO NETRATINGS
             ---------------------------------------------

2.1   Contribution
      ------------

      Each of the Shareholders listed in column (I) of the table attached as
      Exhibit 1 hereby contributes ("apporte") to NetRatings, which accepts, on
      the terms and conditions stated herein, the number of Netvalue Shares set
      out against its name in column (V) of such table, and hereby undertakes to
      irrevocably instruct its Transfer Agent to (i) convert its nominative
      shares (if any) under the bearer form and (ii) transfer those Netvalue
      Shares to NetRatings against the delivery of the NetRatings Shares set
      forth in clause 2.2.1 hereafter on the Settlement Date.

      Such Netvalue Shares are hereinafter referred to as the "Contributed
      Shares".

2.2   Consideration
      -------------

2.2.1 In acquiring the Netvalue shares from the Shareholders, the total number
      of Netvalue shares set out in column (V) of the table contained in Exhibit
      1 are exchanged for NetRatings shares at an exchange ratio per Netvalue
      share (which exchange ratio was calculated as (A) 1.99 Euros converted
      into U.S. Dollars (based on the exchange rate as of August 1, 2002,
      rounded to the nearest cent) divided by (B) the weighted average U.S.
      Dollar closing price for NetRatings common stock as quoted on NASDAQ for
      the ten trading days ending on August 1, 2002). Therefore, in
      consideration for the contribution of their Contributed Shares, each
      Shareholder listed in column (I) of the table attached as Exhibit 1 will
      be allocated newly issued shares of common stock of NetRatings, par value
      US$ 0.001 per share (the "NetRatings Shares") in a number determined
      pursuant to an exchange ratio of 0.278169 NetRatings Shares per one
      Netvalue Shares with the resulting number of shares to be issued to any
      Shareholder to be rounded down to a whole number of shares and no
      fractional shares of NetRatings stock will be issued (the "Exchange
      Ratio"), i.e. as stated for each contributing Shareholder in column (VII)
      of the table attached as Exhibit 1.


2.2.2 The NetRatings Shares shall be issued and allocated to each contributing
      Shareholder at the Settlement Date (as this term is defined below).


<PAGE>

                                                                              6.


ARTICLE 3.   SETTLEMENT
             ----------

3.1   Each Shareholder and NetRatings will make their best efforts to
      respectively (i) transfer the ownership of both its Sold Shares and its
      Contributed Shares, if any, to NetRatings against payment of the price set
      forth in clause 1.2 and, if applicable pursuant to article 2 above,
      delivery of the NetRatings Shares, and (ii) pay the price set forth in
      article 1.2 above against delivery of the Sold Shares and deliver the
      NetRatings Shares against the transfer of the Contributed Shares pursuant
      to article 2 above (the "Settlement"), as soon as practicable after
      execution of this Agreement (the "Settlement Date") and with a targeted
      date of Friday, 9 August 2002. The Settlement Date shall be set on a day
      that is not a Saturday, a Sunday or other day on which banks are usually
      closed in New York or Paris (a "Business Day").

3.2   The transfer of the Sold Shares and the Contributed Shares shall be made
      in compliance with all applicable French Stock Exchange Regulations,
      including when applicable to French Shareholders Article 4-1-32-1 of the
      CMF General Regulation.

3.3   On the date hereof:


          (a) NetRatings is simultaneously herewith entering into the
      Registration Rights Agreement referred to in article 7 hereafter.

          (b) NetRatings is simultaneously herewith delivering to each
      Shareholder and to Netvalue, which is acknowledged by them, a legal
      opinion by Gray Cary Ware & Freidenrich, LLP in the form attached as
      Exhibit 3.

          (c) NetRatings is simultaneously herewith delivering to each
      Shareholder, which is acknowledged by it, a copy of the relevant share
      certificate(s) representing the NetRatings Shares that each such
      Shareholder is allocated pursuant to article 2 hereabove. The original of
      each share certificate will be delivered to each Shareholder on the
      Settlement Date.

          (d) NetRatings is simultaneously herewith delivering to each
      Shareholder, which is acknowledged by it, a certified true copy of the
      minutes of NetRatings' board of directors authorizing the execution of
      this Agreement and all other agreements or documents to be executed in
      connection therewith and the consummation of the transactions contemplated
      herein, including the issue of the NetRatings Shares to the Shareholders
      and the repurchase from the Shareholders of such NetRatings Shares as
      contemplated by Section 2(c) of the Registration Rights Agreement.

          (e) Each Shareholder is simultaneously herewith delivering to
      NetRatings, which is acknowledged by it, a copy of its irrevocable
      instruction letter given to the Transfer Agent in order to (i) convert its
      nominative shares (if any) under the bearer form and (ii) to transfer to
      NetRatings its Sold Shares and Contributed Shares, if any, pursuant to the
      terms and conditions of this Agreement.


<PAGE>

                                                                              7.


          (f) NetRatings is simultaneously herewith delivering to each
      Shareholder, which is acknowledged by it, a copy of its irrevocable
      instruction letter given to Credit Lyonnais in order to pay to the
      Shareholders the price of the Sold Shares and to allocate the newly issued
      NetRatings Shares to the Shareholders at the Settlement Date.

          (g) A draft of letters of resignation of 6 current members of the
      board of directors (excluding Lennard Brag who will be confirmed as
      chairman of the board of directors) from their offices as directors of
      Netvalue; it being precised that Mr Lennart Brag, acting as the chairman
      of the board of directors, undertakes to convene a meeting of the board of
      directors of Netvalue for the purpose of co-opting 3 new directors
      proposed by NetRatings so that the Netvalue board shall consist of three
      (3) persons proposed by NetRatings, and Lennart Brag as chairman. Each
      Shareholder being represented at such board meeting shall cause its
      representative to vote in favor of the co-opting of the 3 directors
      proposed by NetRatings.

3.4   Each Shareholder covenants and agrees that by entering into this agreement
      and signing its irrevocable instruction letter to transfer its Netvalue
      Shares against payment of the purchase price of said shares and delivery
      of NetRatings Shares (if applicable), it irrevocably transfers the
      ownership of its Netvalue Shares to NetRatings. Therefore each Shareholder
      covenants and agrees to be obliged to deliver its Netvalue Shares to
      NetRatings on the Settlement Date and, in the event of a non-delivery
      (except when such non-delivery is due to the non-payment of the purchase
      price and/or the non-delivery of the NetRatings Shares, if applicable),
      NetRatings shall have the right to sue such Shareholder with a view to
      obtain the specific performance ("execution forcee") of such Shareholder's
      obligation to deliver the Netvalue shares against payment of the purchase
      price and delivery of NetRatings shares (if applicable) on the Settlement
      date.

      The defaulting Shareholder will reimburse NetRatings for any legal or any
      other expenses incurred by it in connection with any claim, liability,
      action or proceeding relating to such non-delivery.

3.5   NetRatings convenants and agrees that by entering into this agreement and
      signing its irrevocable instruction letter to transfer to each Shareholder
      (i) the relevant purchase price of its Sold Shares against delivery of
      such Shares and (ii) the ownership of the NetRatings Shares against
      delivery of its Contributed Shares (if applicable), NetRatings irrevocably
      transfers the ownership of a cash amount equivalent to the purchase price
      of such Sold Shares and the ownership of the NetRatings Shares (if
      applicable) to such Shareholder. Therefore NetRatings covenants and agrees
      to be obliged to deliver such purchase price amount and the NetRatings
      shares (if applicable) to each Shareholder on the Settlement Date and, in
      the event of a non-delivery of the purchase price and/or (if applicable)
      the NetRatings Shares (except when such non-delivery is due to the
      non-delivery of the relevant Netvalues Shares), each Shareholder shall
      have the right to sue NetRatings with a view to obtain the specific
      performance ("execution forcee") of such NetRatings's obligations to
      effectively pay the purchase price and deliver the NetRatings shares on
      the Settlement Date.


<PAGE>

                                                                              8.


      NetRatings will reimburse the Shareholder for any legal or any other
      expenses incurred by it in connection with any, claim, liability, action
      or proceeding relating to such default.

ARTICLE 4.   OFFER TO THE MINORITY SHAREHOLDERS
             ----------------------------------

      NetRatings shall file and implement the Offer in accordance with all
      applicable French Stock Exchange Regulations, including Title V of the CMF
      General Regulation and Regulation No. 2002-04 of the French Commission des
      Operations de Bourse ("COB"). NetRatings will proceed with such filing as
      soon as practicable after execution hereof and in any event within the
      time limit agreed upon with the CMF.

      NetRatings will acquire all of the Netvalue shares tendered during the
      Offer, including any Netvalue shares stemming from the exercise, on or
      before the expiry date of the Offer, of any exercisable bons de
      souscription de parts de createur d'enterprise ("BCE") or employee or
      management stock options.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
           --------------------------------------------------

5.1   Shareholders
      ------------

      Each Shareholder represents and warrants to the other parties that each
      and every of the following is true, accurate and complete as at the date
      hereof and as at the Settlement Date:

      o   If not a natural person or a mutual fund, it is duly organized and
          validly existing under the laws of the jurisdiction in which it was
          incorporated.

      o   The execution and delivery of this Agreement (and the other agreements
          and documents to be executed in connection therewith and to which it
          is a party) by it and the consummation by it of the transactions
          contemplated by this Agreement (and by such other agreements and
          documents) have been duly authorized by all necessary corporate action
          (or other action if applicable) on its part and no other corporate
          proceedings (or other proceedings if applicable) on its part are
          necessary to authorize this Agreement (and the other agreements and
          documents to be executed in connection therewith) or to consummate the
          transactions contemplated by this Agreement (and by such other
          agreements and documents). This Agreement (and the other agreements
          and documents to be executed in connection therewith and to which such
          Shareholder is a party) has been duly executed and delivered by such
          Shareholder and, assuming the due authorization, execution and
          delivery by the other parties hereto and thereto, constitutes a legal,
          valid and binding obligation of such Shareholder, enforceable against
          it in accordance with its terms except insofar as enforceability may
          be limited by applicable bankruptcy or insolvency laws.


<PAGE>

                                                                              9.


      o   The execution and delivery of this Agreement (and the other agreements
          and documents to be executed in connection therewith and to which such
          Shareholder is a party) do not, and the consummation of the
          transactions contemplated by this Agreement (and by such other
          agreements and documents) and compliance by such Shareholder with the
          provisions of this Agreement (and of such other agreements and
          documents) will not, conflict with, or result in any violation on the
          part of such Shareholder of any other agreement to which it is a party
          or any law or regulation applicable to it.

5.2   Representations and warranties as to the Sold Shares and the Contributed
      ------------------------------------------------------------------------
      Shares
      ------

      Such Shareholder represents that the Netvalue Shares it is selling or
      contributing to NetRatings are fully paid up, that it holds good and valid
      title thereto and that such Netvalue Shares are not encumbered by any
      charge, pledge or other security interest.

5.3   Investment Representations - subject to agreement on an effective
      -----------------------------------------------------------------
      repurchase agreement of the NetRatings Shares in the absence of S-3
      -------------------------------------------------------------------
      registration within 120 days of Settlement
      ------------------------------------------

      Each Shareholder hereby severally represents and warrants to NetRatings
      with respect to the purchase of Shares as follows:

          (a) U.S. Person. Each Shareholder is not a "U.S. person", as such term
      is defined in Rule 902 of Regulation S of the securities Act and is not
      acquiring the NetRatings Shares for the account of benefit of a U.S.
      person.

          (b) Investment Experience. It has received copies furnished by
      NetRatings of its periodic reports, as required to be filed by the United
      States Securities and Exchange Commission and has had the opportunity to
      ask questions and receive answers with respect thereto.

          (c) Regulation S and Rule 144. It acknowledges that the Shares must be
      held indefinitely unless the Shares are subsequently registered under the
      Securities Act of 1933, as amended (the "Securities Act"), such as on a
      registration statement on Form S-3, or unless an exemption from such
      registration is available, such as resales permitted in accordance with
      Regulation S, as promulgated under the Securities Act. It is aware that
      the Shares are treated under Regulation S as `restricted securities' and
      that, unless the NetRatings Shares are registered under the Securities
      Act, the provisions of Rule 144, as promulgated under the Securities Act,
      apply which permit limited resale of shares purchased in a private
      placement subject to the satisfaction of certain conditions, including,
      among other things:

      o   the existence of a public market for the shares;

      o   the availability of certain current public information about
          NetRatings;

      o   the resale occurring not less than one year after the security was
          last held by NetRatings or an affiliate of NetRatings;


<PAGE>

                                                                             10.


      o   the sale being effected through a "broker's transaction" or in
          transactions directly with a "market maker"; and

      o   the number of shares being sold during any three-month period not
          exceeding specified limitations.

          (d) Legends. It is understood that the certificates evidencing the
      Shares may bear one or all of the following legends:

                (i) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
      AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED DIRECTLY OR
      INDIRECTLY, IN THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS
      SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A
      "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 901 OF REGULATION S OF THE
      ACT, EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT
      FOR THE SHARES UNDER SUCH ACT, OR (II) IN COMPLIANCE WITH AN EXEMPTION
      FROM REGISTRATION UNDER SUCH ACT. ANY SALES, TRANSFERS OR DISTRIBUTIONS OF
      THE SECURITIES MUST BE MADE IN ACCORDANCE WITH THE PROVISIONS OF EITHER
      REGULATION S OR RULE 144 OF THE ACT."

          (ii) Notwithstanding the provisions of paragraphs (a) and (b) above,
      no such registration statement or opinion of counsel shall be necessary
      for a transfer without value by a Shareholder to an affiliate (as such
      term is defined in Rule 405 under the Securities Act) of such Shareholder,
      if the transferee agrees in writing to be subject to the terms hereof to
      the same extent as if he were an original Shareholder hereunder.

ARTICLE 6.   REPRESENTATIONS AND WARRANTIES OF NETRATINGS
             --------------------------------------------

      NetRatings represents and warrants to the various Shareholders that each
      and every of the following is true, accurate and complete as at the date
      hereof and as at the Settlement Date:

6.1   Representations and Warranties as to Due Incorporation and Authorization
      ------------------------------------------------------------------------

      NetRatings is duly organized, validly existing and in good standing under
      the laws of Delaware.

      The execution and delivery of this Agreement (and the other agreements and
      documents to be executed in connection therewith) by NetRatings and the
      consummation by NetRatings of the transactions contemplated by this
      Agreement (and by such other agreements and documents) have been duly
      authorized by all necessary corporate action on the part of NetRatings and
      no other corporate proceedings on the part of NetRatings are necessary to
      authorize this Agreement (and the other agreements and documents to be
      executed in connection therewith) or to consummate the transactions
      contemplated by this Agreement (and by such other agreements and
      documents). This Agreement (and the other agreements and


<PAGE>

                                                                             11.


      documents to be executed in connection therewith) has been duly executed
      and delivered by NetRatings and, assuming the due authorization, execution
      and delivery by the other parties hereto and thereto, constitutes a legal,
      valid and binding obligation of NetRatings, enforceable against it in
      accordance with its terms except insofar as enforceability may be limited
      by applicable bankruptcy, insolvency, reorganization, moratorium or
      similar laws affecting creditor's rights generally. The execution and
      delivery of this Agreement (and the other agreements and documents to be
      executed in connection therewith) do not, and the consummation of the
      transactions contemplated by this Agreement (and by such other agreements
      and documents) and compliance by NetRatings with the provisions of this
      Agreement (and of such other agreements and documents including, without
      limitation, the Registration Rights Agreement) will not, conflict with, or
      result in any violation of any other agreement to which NetRatings is a
      party, any law or regulation applicable to NetRatings (including, without
      limitation, section 160 the Delaware General Corporation Law) or any
      judgment, decree or order binding on NetRatings.

6.2   Other Representations and Warranties of NetRatings
      --------------------------------------------------

      -   The NetRatings Shares that are being issued to the Purchasers
          hereunder, when issued, sold and delivered in accordance with the
          terms hereof for the consideration expressed herein, will be duly and
          validly issued, fully paid and nonassessable and free of any
          restrictions on transfer whatsoever other than restrictions on
          transfer under this Agreement or as stated in article 5.3 hereabove
          and applicable state and federal securities laws and will not be
          encumbered by any charge, pledge or other security interest.

      -   Immediately prior to the date hereof, the authorized capital stock of
          NetRatings consisted solely of 200,000,000 shares of common stock of
          which [o] shares of common stock were issued and outstanding
          Except as is otherwise expressly disclosed in this Agreement, the
          common stock is not entitled to cumulative voting rights, preemptive
          rights, antidilution rights or, except as disclosed in NetRatings SEC
          Reports, registration rights under the Securities Act. The common
          stock has the preferences, voting powers, qualifications and special
          or relative rights or privileges set forth in NetRatings Certificate
          of Incorporation.

      -   Except as is expressly set forth in NetRatings SEC Reports and except
          for additional options which exercise would not cause the issue of
          more than 500,000 shares, NetRatings does not have, is not bound by
          and has no obligation to grant or enter into, any (i) outstanding
          subscriptions, options, warrants, calls, commitments or agreements of
          any character calling for it to issue, deliver or sell, or cause to be
          issued, delivered or sold, any shares of its capital stock or any
          other equity or debt security, or any securities described in the
          following clause, or (ii) securities convertible into, exchangeable
          for or representing the right to subscribe for, purchase or otherwise
          acquire any shares of its capital stock or any other equity or debt
          security.


<PAGE>

                                                                             12.


      -   Except as is expressly described in NetRatings SEC Reports, and except
          as is provided by this Agreement, NetRatings (i) has no outstanding
          obligations, contractual or otherwise, to repurchase, redeem or
          otherwise acquire any shares of its capital stock, or other equity or
          debt securities of NetRatings, (ii) is not a party to or bound by, and
          has no knowledge of, any agreement or instrument relating to the
          voting of any of its securities, and (iii) is not a party to or bound
          by any agreement or instrument under which any person has the right to
          require it to effect or include any securities held by such person in
          any registration under the Securities Act.

      -   The NetRatings Shares issued pursuant to this agreement are the same
          class and have the same rights as the currently existing shares of
          common stock of NetRatings that are listed and traded on the NASDAQ.

6.3   Financial Statements; Disclosure.
---

      NetRatings SEC Reports include (a) the audited financial statements of
      NetRatings for the fiscal year ended December 31, 2001, and (b) the
      unaudited financial statements of NetRatings for the three month period
      ended March 31, 2002 (the financial statements described in clauses (a)
      and (b), collectively, the "Financial Statements"). The Financial
      Statements have been prepared in accordance with generally accepted
      accounting principles, and fairly and accurately present the financial
      position of NetRatings as of their respective dates, and the results of
      the operations of NetRatings for such periods, and reflect the consistent
      application of such accounting principles throughout the periods involved.

6.4   Litigation.
---

      No action, suit, claim or proceeding by or before any federal, state or
      local court, government agency, commission or administrative or regulatory
      authority is pending or is threatened in writing which (a) seeks to
      restrain, prevent, or materially delay or restructure the transactions
      contemplated by the Agreement and the other agreements and documents to be
      executed in connection therewith (in particular the Registration Rights
      Agreement to be signed further to Section 7), (b) seeks to obtain any
      material damages in respect of a claim in connection with the transactions
      contemplated by the Agreement and the other agreements and documents to be
      executed in connection therewith (in particular the Registration Rights
      Agreement to be signed further to Section 7), or (c) otherwise questions
      the validity or legality of any of the transactions contemplated by the
      Agreement and the other agreements and documents to be executed in
      connection therewith (in particular the Registration Rights Agreement to
      be signed further to Section 7).

6.5   Company Disclosure.
---

      No representation or warranty by NetRatings in the Agreement or any of the
      other agreements and documents to be executed in connection therewith,
      when taken together with the statements made in NetRatings SEC Reports,
      taken as a whole, contains any untrue statement of a material fact or
      omits to state a material fact required to be stated herein or therein or
      necessary to make a statement contained herein or therein not misleading,
      or that requires the making of any addition or


<PAGE>

                                                                             13.


      changes herein or therein in order to make the statements therein, in
      light of the circumstances under which they were made, not misleading.

ARTICLE 7.   REGISTRATION AND RESALE OF NETRATINGS SHARES
             --------------------------------------------

      On the date hereof, NetRatings and the Shareholders shall enter into a
      Registration Rights Agreement (in the form attached as Exhibit 4 setting
      forth in detail the rights and obligations of each party with respect to
      the resale and registration of the NetRatings Shares.

ARTICLE 8.   MISCELLANEOUS
             -------------

8.1   Fees and Expenses
      -----------------

      Subject to the provisions of the Registration Rights Agreement, the
      parties shall each pay their own costs, charges and expenses in relation
      to the negotiation, preparation, execution and implementation of this
      agreement including, without limitation, filing fees and fees and expenses
      of attorneys, accountants, financial advisors, lenders or brokers.

8.2   Confidentiality
      ---------------

      None of the parties hereto shall release any press bulletins, statements
      to the press, government agencies or workers' organizations or any other
      third party related to this agreement, unless required by law or stock
      exchange regulations, without the prior written consent of the other
      parties.

      Each of the parties hereto shall keep secret and confidential any and all
      confidential information received from the other parties, whenever
      obtained, and shall not disclose any part thereof to any third party, nor
      shall it use this information for its own purposes without the prior
      written consent of the respective other parties, unless required by law or
      stock exchange regulations.

      Each of the parties hereto shall forthwith notify the other parties hereto
      in writing if and when any part of confidential information is disclosed
      and such party has become aware of same.

      The parties agree that they will jointly announce the transaction on a
      date mutually agreed by the parties. It is agreed that except as required
      by law or by court order there shall be no disclosure of any information
      concerning any provision of this agreement without the prior written
      consent of both parties. The form and the contents of any disclosure shall
      be subject to the prior approval of both parties which could not be
      unreasonably withheld.


<PAGE>

                                                                             14.


8.3   Entire agreement
      ----------------

      This agreement constitutes the entire and only agreement between the
      parties in relation to its subject matter and replaces and extinguishes
      all prior agreements, undertakings, arrangements, understandings or
      statements of any nature made by the parties or any of them whether oral
      or written (and, if written whether or not in draft form) with respect to
      such subject matter.

8.4   Waiver of rights/compromise
      ---------------------------

      No exercise or failure to exercise or delay by any party in exercising any
      right, power or remedy under this agreement shall constitute a waiver by
      such party of any other right, power or remedy.

      The release or compromise by any party of the liability of any of the
      other parties or the grant to such other parties of time or other
      indulgence shall not affect any other rights, duties or obligations
      conferred by this agreement.

8.5   Amendments
      ----------

      The agreement may not be amended, supplemented or changed, nor may any
      provision hereof be waived, except by a written instrument making specific
      reference to this agreement and signed by each of the parties.

8.6   Severability
      ------------

      If any portion of provision or this agreement, shall for any reason or to
      any extent, be invalid or unenforceable, such invalidity or
      unenforceability shall not in any manner affect or render invalid or
      unenforceable the other provisions or portions of provisions of this
      agreement. In the event of the invalidity or unenforceability of any
      (portion or) provision of this agreement, any party shall, at the request
      of the other parties, negotiate in good faith to agree on changes or
      amendments to this agreement that may be required to carry out the
      intention and accomplish the purpose of this agreement in light of such
      invalidity or unenforceability.

8.7   Notices
      -------

      Any notice to be given by any party in respect of this agreement shall be
      in writing and shall be deemed duly served if delivered personally or by
      registered letter with recorded delivery which shall take effect on
      reception or on transmission if such transmission is preceded by the
      transmission of the text by facsimile to addressee at the relevant address
      of the following:

      To:      Each party's respective address, as stated on page 2 hereof

      Attn.:   (a)  with respect to parties not being natural persons: to the
                    attention of each such party's respective representative
                    for the purposes of entering into this agreement;


<PAGE>

                                                                             15.


               (b)  with respect to parties being natural persons: to the
                    attention of each such party in person


      or at such other address as the party to be served may have notified as
      its address for service.


8.8   Governing law and disputes
      --------------------------

      This agreement shall be governed and construed in accordance with French
      law.

      All disputes arising from this agreement or its interpretation or
      performance shall be subject to the exclusive jurisdiction of the Tribunal
      de Commerce de Paris.

      NetRatings hereby consents to the jurisdiction of the Tribunal de Commerce
      de Paris for such purpose and consents to service of process on NetRatings
      in any such dispute that is effected by registered mail in the manner
      provided for the giving of notice to NetRatings hereunder or otherwise in
      accordance with the Hague Convention on the Service Abroad of Judicial and
      Extrajudicial Documents in Civil or Commercial Matters. NetRatings hereby
      waives any objection that it might otherwise have to the subject matter or
      in personam jurisdiction of such court or to service of process on
      NetRatings that is effected in such manner, and waives any objection to
      the venue of such court on the grounds of forum non conveniens or
      otherwise, in connection with any such dispute, and agrees that any
      judgment rendered by such court shall be enforceable against NetRatings in
      any court in the United States in accordance with applicable law.


<PAGE>

                                                                             16.


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
      caused this Agreement to be duly executed by their respective authorized
      officers as of the day and year first above written



                                          NetRatings, Inc.




                                             /s/ Todd Sloan
                                          --------------------------------------
                                          By:    Todd Sloan
                                          Title: Executive Vice President,
                                                 Corporate Development and
                                                 Chief Financial Officer
                                          Date:  August 9, 2002


                                          Address:

                                          890 Hillview Court
                                          Milpitas, CA USA











        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             17.




                                          /s/ Bernard Ochs
                                          --------------------------------------
                                          By: Mr. Bernard Ochs
                                          Date: August 9, 2002


                                          Address:

                                          24 Rue Edgar Faure
                                          75015 Paris France








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             18.




                                          /s/ Herve Le Jouan
                                          --------------------------------------
                                          By: Mr. Herve Le Jouan
                                          Date: August 9, 2002








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             19.




                                           /s/ Guy Lagache
                                          --------------------------------------
                                          By: Mr. Guy Lagache
                                          Date: August 9, 2002









        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             20.




                                           /s/ Lennart Brag
                                          --------------------------------------
                                          By: Mr. Lennart Brag
                                          Date: August 9, 2002









        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             21.




                                           /s/ Gaetan Japy
                                          --------------------------------------
                                          By: Mr. Gaetan Japy
                                          Date: August 9, 2002









        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             22.


                                          ABN AMRO Developpement



                                          /s/ Christine Stourdze
                                          --------------------------------------
                                          Name: Christine Stourdze
                                          Title: Chief Financial Officer
                                          Date: August 9, 2002


                                          Address:

                                          23 rue Balzac
                                          75008 Paris
                                          France








       [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             23.


                                          Placement Continuite



                                By: /s/ Francine Stourdze
                                    --------------------------------------------
                                Name:   Francine Stourdze
                                Title:  Chief Financial Officer
                                Date:   August 9, 2002


                                Address:

                                23 rue Balzac
                                75008, Paris
                                France








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             24.


                                          Placement Actions Developpement 1



                                          /s/ Christine Stourdze
                                          --------------------------------------
                                          By: Christine Stourdze
                                          Title: Chief Financial Officer
                                          Date: August 9, 2002


                                          Address:

                                          23 rue Balzac
                                          75008 Paris
                                          France








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             25.


                                          France Innovation No. 1



                                  By: /s/ Francine Stourdze
                                    --------------------------------------------
                                Name:   Francine Stourdze
                                Title:  Chief Financial Officer
                                Date:   August 9, 2002


                                Address:

                                23 rue Balzac
                                75008, Paris
                                France








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             26.


                                          France Innovation No. 2




                                By: /s/ Francine Stourdze
                                    --------------------------------------------
                                Name:   Francine Stourdze
                                Title:  Chief Financial Officer
                                Date:   August 9, 2002


                                Address:

                                23 rue Balzac
                                75008, Paris
                                France








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             27.


                                          ABN AMRO CAPITAL INVESTISSEMENT France



                                          /s/ Christine Stourdze
                                          --------------------------------------
                                          By: Christine Stourdze
                                          Title: Chief financial Officer
                                          Date: August 9, 2002


                                          Address:

                                          23 rue Balzac
                                          75008 Paris
                                          France








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             28.


                                          FINEPAR



                                By: /s/ Francine Stourdze
                                    --------------------------------------------
                                Name:   Francine Stourdze
                                Title:  Chief Financial Officer
                                Date:   August 9, 2002


                                Address:

                                7 Bd Edgard Quiner
                                92 700
                                Colombes, France







        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             29.


                                          FCP MATIGNON Investissement



                                             /s/ Dominique Crozier
                                          --------------------------------------
                                          By:    Dominique Crozier
                                          Title: Director
                                          Date:  August 9, 2002


                                          Address:

                                          5 Avenue Matignon
                                          75008 Paris France











        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             30.


                                          COMIR



                                             /s/ Christian Haas
                                          --------------------------------------
                                          By:    Christian Haas
                                          Title: Chief Executive Officer
                                          Date:  August 9, 2002


                                          Address:

                                          27 Avenue Eheime Audibort
                                          60300 Senlis France











        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             31.


                                          INNOVACOM 3



                                             /s/ Jaryus Meheut
                                          --------------------------------------
                                          By:    Jaryus Meheut
                                          Title: General Partner and
                                                 Executive Member
                                          Date:  August 9, 2002


                                          Address:

                                          23 Rue Royale
                                          75008 Paris France











        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             32.


                                          EG INVESTMENTS LTD



                                             /s/ Pierce Laughlan
                                          --------------------------------------
                                          By:    Pierce Laughlan
                                          Title: Director
                                          Date:  August 9, 2002


                                          Address:

                                          38 Hertford St.
                                          London W1J 7SG United Kingdom











        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]


<PAGE>

                                                                             33.


                                          T - TELEMATIK VENTURE



                                          /s/ Oliver Hoessberg
                                          --------------------------------------
                                          By: Oliver Hoessberg
                                          Title: Investment Director
                                          Date: August 9, 2002


                                          Address:

                                          Beteiligungsgesellschaft mbH
                                          Gotenstrasse 156
                                          53175 Bonn, Germany








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             34.


                                          CHAMPAGNE CAPITAL



                                          /s/ Gaetan Japy
                                          --------------------------------------
                                          By: Gaetan Japy
                                          Title:
                                          Date: August 9, 2002


                                          Address:

                                          Avenue du Faubourg Saint Honore
                                          75008 Paris France








        [SIGNATURE PAGE TO THE SHARE PURCHASE AND CONTRIBUTION AGREEMENT]

<PAGE>

                                                                             35.


                                LIST OF EXHIBITS

Exhibit 1: Selling and Contributing Shareholders, number of Sold and Contributed
           Shares, purchase price allocation and Newton Shares allocation

Exhibit 2: Form of Agreement between NetValue and NetRatings

Exhibit 3: Form of legal opinion by Gray Cary Ware & Freidenrich, LLP

Exhibit 4: Form of Registration Rights Agreement


<PAGE>

                                                                             36.


                                    EXHIBIT 1

            Selling and Contributing Shareholders, number of Sold and
          Contributed Shares, purchase price allocation and NetRatings
                                Shares allocation


                         [See table attached hereafter]


      N.B.: As a consequence of the transfer to NetRatings of the Sold Shares
      and the Contributed Shares, the benefit of any double voting rights
      attaching to certain of such shares will automatically be lost. The total
      number of voting rights which NetRatings will hold immediately after
      Settlement will therefore be reduced to the total number of NetValue
      Shares acquired at Settlement by NetRatings (i.e. 4,603,069 shares).


<PAGE>

                                                                             37.


                                    EXHIBIT 2

                                FORM OF AGREEMENT

                         BETWEEN NETVALUE AND NETRATINGS




                                 [See attached]


<PAGE>

                                                                             38.


                                    EXHIBIT 3

                    FORM OF LEGAL OPINION BY GRAY CARY WARE &
                                FREIDENRICH, LLP

DRAFT
-----

                                 August 5, 2002

To the Shareholders listed on the
Share Purchase Agreement dated
as of August 5, 2002 by and among
NetRatings, Inc. and said Purchasers
And to Netvalue:

      We are legal counsel to NetRatings, Inc., a Delaware corporation (the
"Company"), and we are rendering this opinion in connection with the Share
Purchase Agreement (the "Purchase Agreement") dated as of August 5, 2002 by and
among the Company and certain shareholders (the "Shareholders") in connection
with the purchase by the Company of the shares of the Shareholders of Netvalue,
S.A., a French company ("Netvalue"), and the issuance of shares of the Company's
Common Stock (the "Shares"), as partial consideration for the shares of Netvalue
stock being contributed by some of you as listed in the Agreement. Capitalized
terms used in this opinion, unless specifically defined herein, have the
meanings assigned to them in the Purchase Agreement.

      As to factual matters, we have relied solely upon, and assumed the
accuracy, completeness, and genuineness of, a certificate of officers of the
Company (the "Certificate"), certificates of public officials and oral and
written representations made to us by officers of the Company. We have made no
independent investigation of any of the facts stated in any such certificate or
representation; however, we have no knowledge that would lead us to believe that
such facts are inaccurate. With respect to our opinion in Paragraph 2 hereof
regarding the Agreements (as defined below), we have assumed the genuineness and
authenticity of each such individual's signature on the Agreements (other than
signatures on behalf of the Company). With respect to our opinion in Paragraph 6
hereof regarding issued and outstanding shares of capital stock of the Company,
we have relied solely upon our review of a certificate of the Company's transfer
agent. With respect to our opinion in Paragraph 4 concerning agreements or
instruments of the Company, we have relied solely upon representations made to
us in certificates executed by officers of the Company that the Company has
supplied us with copies of all documents listed in Instruction 10 of Item 601 of
Regulation S-K, we have examined only those copies supplied to us by the Company
and, we have no reason to believe that such representations are inaccurate. With
respect to our opinion in Paragraph 4 regarding judgments, decrees and orders,
we have relied solely upon a representation made to us in the Certificate to the
effect that, except as may otherwise be set forth in the Agreement and the
Exhibits thereto, there are no judgments, decrees or orders binding upon the
Company.


<PAGE>

                                                                             39.


      Where we render an opinion "to our knowledge" or concerning an item "known
to us" or our opinion otherwise refers to our knowledge, it is intended to
indicate that, during the course of our representation of the Company, no
information that would give us current actual knowledge of the inaccuracy of
such statement has come to the attention of those attorneys in this firm who
have rendered or are rendering substantive legal services to the Company in the
transactions contemplated by the Agreements. However, except as otherwise
expressly indicated, we have not undertaken any independent investigation to
determine the accuracy of such statement and any limited inquiry undertaken by
us during the preparation of this opinion letter should not be regarded as such
an investigation; no inference as to our knowledge of any matters bearing on the
accuracy of any such statement should be drawn from the fact of our
representation of the Company.

      In addition, we have assumed that the representations and warranties as to
factual matters made by each of you in Article 5 of the Purchase Agreement, are
true and correct. We have also assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies, the due execution and delivery of the
Agreements and all other documents referenced therein by any party other than
the Company when due execution and delivery are a prerequisite to the
effectiveness thereof, that you have received all of the documents that you were
required to receive under the Agreements, and that the Agreements and all other
documents referenced therein are binding obligations of each of you.

      The opinions hereinafter expressed are subject to the following
qualifications:

      A. We express no opinion as to the effect of general principles of equity,
including, but not limited to, concepts of materiality, reasonableness, good
faith and fair dealing, and the possible unavailability of specific performance
or injunctive relief (regardless of whether such remedy is considered in a
proceeding in equity or at law);

      B. We express no opinion as to the effect on the enforceability of any
contract of applicable bankruptcy, insolvency, reorganization, moratorium and
other similar federal and state laws affecting the rights of creditors
generally;

      C. We express no opinion as to compliance with the anti-fraud provisions
of state and federal laws, rules and regulations concerning the issuance of
securities;

      D. We are members of Bar of the State of California and we are not
expressing any opinion relating to any jurisdiction other than the laws of the
United States of America and the laws of the State of California and the
Delaware General Corporation Law. In rendering our opinions in Paragraphs 4 and
5 below, to the extent that such opinion relates to judgments, orders, decrees,
statutes, laws, ordinances, rules or regulations or consents, waivers, approval
or authorizations of, or filings with, any governmental entity applicable to the
Company, it is understood that we have not conducted any special investigation
of statues, laws, ordinances, rules or regulations, and our opinion with respect
thereto is limited to such United States and California statutes, laws,
ordinances, rules, regulations, approvals and filings and provisions of the
Delaware General Corporation Law as in our experience are normally applicable to
a transaction of the type contemplated by the Agreements.


<PAGE>

                                                                             40.


      E. We call your attention to the fact that the Purchase Agreement and the
agreement dated August 5, 2002 between Newton and Netvalue (the "Agreement")
state that they are governed by and construed in accordance with the laws of
France and that we are not rendering any opinion with respect to French Law. We
have not examined the question of what law would govern the interpretation or
enforcement of the Purchase Agreement or the Agreement and our opinion is based
on the assumption that the internal laws of the State of California and federal
law would govern the provisions of the Purchase Agreement and the Agreement and
the transactions contemplated thereby and that the laws of France are, in
substance, identical to the laws of the State of California and federal law
regarding the enforceability of the Purchase Agreement and the Agreement. We
note that if the Purchase Agreement and the Agreement are not, in fact, legal,
valid, binding and enforceable under the laws of France, the Purchase Agreement
and the Agreement may not be enforced by a California court under applicable
conflicts of law principles. We express no opinion with respect to any questions
of choice of law, choice of venue or conflict of laws.

      F. We express no opinion with respect to the enforceability of the
provisions of the Registration Rights Agreement regarding indemnification of you
and the Company with respect to the registration of the sale of the Company's
securities with the Securities and Exchange Commission to the extent that such
provisions may be found to contravene applicable public policy and therefore to
be unenforceable.

      Subject to the foregoing, it is our opinion that as of the date hereof:

      1.  The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Company has all
requisite corporate power to own and operate its properties and assets and to
carry on its business as presently conducted.

      2.  The Company has all requisite corporate power to issue and sell the
Shares, to enter into the Purchase Agreement, the Registration Rights Agreement
and the Agreement (collectively the "Agreements"), and to carry out and perform
its obligations under the terms thereof. The Agreements have been duly
authorized by all necessary corporate action on the part of the Company and have
been duly executed and delivered by the Company. The Agreements are valid and
binding obligations of the Company, enforceable in accordance with their terms.

      3.  The Shares, when issued in compliance with the provisions of the
Purchase Agreement, will be duly authorized, validly issued, fully paid and
nonassessable. Except as described or disclosed in the Agreements, the issuance
of the Shares is not subject to any preemptive rights or, to our knowledge,
rights of first refusal created by the Company. The Securities have been duly
and validly reserved.

      4.  The execution, delivery and performance of the Agreements, and the
issuance of the Shares, will not violate any term of the Company's Restated
Certificate of Incorporation or Bylaws, and, such transactions will not, in any
material respect, violate any statute, rule or regulation of United States
federal or Delaware Corporate Law applicable to the Company or conflict with or
constitute a default under the provisions of any material agreement, judgment,
decree or order, that, to our knowledge, is binding upon the Company.


<PAGE>

                                                                             41.


      5.  All consents, approvals and authorizations of and filings with any
federal or California State and Delaware State governmental authority required
on the part of the Company, if any, in connection with the valid execution and
delivery of the Agreements and the consummation of the transactions contemplated
thereby have been obtained or made, except, if required, filings to be made
under the Securities Act of 1933, as amended, after the sale of the Shares.

      6.  The authorized capital stock of the Company consists of Two Hundred
Million (200,000,000) shares of Common Stock of which [o] shares of Common
Stock were issued and outstanding of record as of the date hereof.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

                                                                             42.


      The foregoing opinion is intended solely for your benefit and is not to be
made available to or be relied upon by any other person, firm, or entity without
our express prior written consent.

                                                Very truly yours,


                                            /s/ GRAY CARY WARE & FREIDENRICH LLP


<PAGE>

                                                                             43.


                                    EXHIBIT 4

                      FORM OF REGISTRATION RIGHTS AGREEMENT




                                 [See attached]

Source: OneCLE Business Contracts.