<PAGE>


                                                                 Exhibit 10.8(a)


                                MASTER AGREEMENT
                                      FOR
                        ELECTRONIC DISTRIBUTION SERVICES


                         Dated as of: November 13, 1998

                                    Between

                              MULTEX SYSTEMS, INC.

                                      And

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED



                                   SCHEDULES


A.   Merrill Lynch Online/Multex Service Request (1997)
B.   Contribution and Distribution of Research
C.   Multex Publisher for Internal Electronic Distribution Services
D.   Merrill Lynch OnLine Trial Program Addendum



                                  ATTACHMENTS


A.   Form of Service Request
B.   Multex or Merrill Lynch Provided Equipment
C.   Third Party Software/License Requirements for End Users
D.   Multex Subscriber Agreement

                                       1
<PAGE>

                              MASTER AGREEMENT FOR
                   ELECTRONIC RESEARCH DISTRIBUTION SERVICES


THIS MASTER AGREEMENT FOR ELECTRONIC RESEARCH DISTRIBUTION SERVICES
("Agreement") is made and entered into as of the 13th day of November, 1998. by
and between MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, a Delaware
corporation with offices at Merrill Lynch World Headquarters, North Tower, World
Financial Center, 250 Vesey Street. New York, N.Y. 10281 (herein referred to as
"Merrill Lynch" or "Licensee"), and MULTEX SYSTEMS, INC. a Delaware corporation
with offices at 33 Maiden Lane, 5th Floor, New York, N.Y. 10038 (herein referred
to as "Multex"). Multex and Merrill Lynch shall be referred to herein as the
"Parties".

                                    RECITALS


WHEREAS, Merrill Lynch and/or its subsidiaries and affiliates, create, produce
and develop various global research data and other financial information about
companies, industries and markets as further described in the Schedules and
Service Requests hereto.

WHEREAS, Multex has developed certain proprietary software, which electronically
receives and distributes various research data, including but not limited to
global equity, fixed income and economic market data, morning meeting notes,
earnings estimates, recommendations, full-text research reports and other
financial information and electronic documents.

WHEREAS. Multex and Merrill Lynch entered into an Agreement for Electronic
Distribution Services dated as of July 1, 1994, pursuant to which Multex agreed
to distribute certain Merrill Lynch proprietary research documents to approved
Merrill Lynch clients (the "1994 Agreement").

WHEREAS, Multex and Merrill Lynch entered into a Master Agreement for Internal
Electronic Distribution Services dated as of April 1, 1996 pursuant to which
Multex agreed to distribute Merrill Lynch research within Merrill Lynch in
accordance with the terms of that Master Agreement and additional Service
Requests to be entered into by the parties (the "1996 Master Agreement").

WHEREAS, Multex and Merrill Lynch executed a Merrill Lynch Online/Multex Service
Request dated as of February 28. 1997 for electronic distribution of Merrill
Lynch research via the Merrill Lynch system known as Merrill Lynch Online (the
"1997 Service Request") The 1994 Agreement, the 1996 Master Agreement and the
1997 Service Request are sometimes hereinafter referred to as the "Existing
Agreements".

WHEREAS, the parties desire to consolidate the terms and conditions relating to
the services provided pursuant to the Existing Agreements and for Multex to
provide to Merrill Lynch certain additional services, all as more fully
described in this Master

                                       2
<PAGE>

Services Agreement and the Schedules and Attachments hereto.

NOW THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the parties agree as follows:

1.   Definitions. As used in this Agreement and the Schedules and Attachments
     -----------
     hereto, the following terms shall have the meanings set forth below:

     (a)  Approved Data Provider shall mean Data Providers as defined below
      --  ----------------------
     authorized by Merrill Lynch

     (b) Data Providers shall mean third party research providers who are in the
         --------------
     business of producin9 or procuring research reports, market data and other
     financial documents for sale or resale to the financial and corporate
     markets, excluding clients of Merrill Lynch.

     (c) Equipment shall mean the hardware and software (e.g., workstations,
         ---------
     servers, operating software) required in order for Merrill Lynch to access
     the Services, as more fully described in this Agreement and the Exhibits.

     (d) External Users shall mean persons or entities other than employees of
         --------------
     Merrill Lynch to whom the Research is provided by means of the Services
     provided under this Agreement and are approved by Merrill Lynch.

     (e) Internal Users shall mean the investment professionals and other
         --------------
     employees of Merrill Lynch to whom the Research is provided by means of the
     Services provided under this Agreement.

     (f) Multex Software shall mean any of Multex's proprietary software which
         ---------------
     is provided to Merrill Lynch hereunder and which is used to receive and
     distribute Research and otherwise to provide the Services hereunder. The
     Multex Software includes, but is not limited to (i) Multex Publisher,
     MultexNet, MuItexEXPRESS, Multex Research on Demand and Multex Investor
     Network and (ii) certain software licensed from third parties (the "Third
     Party Software"), as described on Attachment C. The Multex Software and the
     Third Party Software are sometimes hereinafter referred to as the
     "Software".

     (g) Research shall mean the digitized or electronically transmitted data
         --------
     which is contributed to Multex by Merrill Lynch and/or distributed by
     Multex to Merrill Lynch and Users as part of the Services to be provided
     under this Agreement and the Schedules and Service Requests. The particular
     formats, types and contents of the Research covered by this Agreement shall
     be as set forth in the Schedules and Service Requests.

     (h) Schedule or Schedules shall mean one or more Schedules attached to this
         ---------------------
     Agreement or to a Service Request and made a part hereof which set forth
     the Services to be provided by Multex to Merrill Lynch, and any terms and
     conditions related to such Services.

                                       3
<PAGE>

     (I) Services shall have the meaning ascribed thereto in Section 2(a) below.
         --------

     (j) Service Request shall have the meaning ascribed thereto in Section 2(b)
         ---------------
     below.

     (k) Subscribers shall mean an entity which has subscribed to and is
         -----------
     receiving one or more research distribution services from Multex.

     (k) Users shall mean either the Internal Users or External Users.
         -----

2.   Scope of Services.
     -----------------
    (a)  Multex Services. Multex agrees to provide Merrill Lynch and its
         ---------------
         affiliates, and Merrill Lynch agrees to receive from Multex, the
         Services described in Section 2(d) below and the applicable Schedules
         referred to therein, and any additional services as may from time to
         time be requested by Merrill Lynch or its affiliates and agreed to by
         the parties (collectively, the "Services"). Services for any individual
         user or group of users shall be ordered by Merrill Lynch and its
         affiliates pursuant to a service request ("Service Request") in
         substantially the form attached hereto as Attachment A. The Service
         Request shall include a description of the Services being ordered, the
         Merrill Lynch department, division, affiliate or location ordering the
         Services, the location(s) where invoices are to be sent, the fee for
         the Services, the date or dates for the commencement and termination of
         the Services, the equipment, if any, which is to be provided either by
         Multex or Merrill Lynch, the permitted number of users, and any other
         terms and conditions agreed to by the parties. Other than the Services
         set forth in the Schedules hereto, Merrill Lynch shall have no
         obligation to execute any Service Request or purchase any Services of
         any kind by virtue of having executed this Agreement, nor shall Multex
         be obligated to provide Services until a Service Request has been
         executed.

    (b)  Merrill Lynch Contribution of Research. Merrill Lynch agrees to provide
         --------------------------------------
         Multex, and Multex agrees to receive from Merrill Lynch, the Research
         for distribution solely in accordance with the terms and conditions of
         this Agreement and the Schedules, Service Requests and Attachments to
         this Agreement.

    (c)  Service Requests. Each Service Request executed by both parties
         ----------------
         pursuant to this Agreement shall be deemed to include and incorporate
         the provisions of this Agreement. In the event of a conflict or
         ambiguity between the terms of this Agreement and any Service Request,
         the provisions of the Service Request shall prevail with respect to the
         Services that are the subject of such Service Request. Merrill Lynch's
         affiliates may execute Service Requests pursuant to this Agreement; in
         such event, the affiliate executing the Service Request shall be deemed
         to be the customer under such Service Request and shall agree in such
         Service Request to be bound by the restrictions of this Agreement and
         shall be afforded the benefits, rights, and protections of this
         Agreement. If

                                       4
<PAGE>

         an affiliate receives Services hereunder pursuant to a Service Request
         which does not contain a written agreement to be bound by the terms and
         conditions of this Agreement, then Merrill Lynch shall indemnify and
         hold harmless Multex from and against any loss, liability, claim,
         damage or expense arising from or in connection with (ii any action,
         proceeding or claim made or brought against Multex by any such
         affiliate to the extent that this Agreement bars or otherwise limits
         Multex's liability with respect to the subject matter of such claim, or
         (ii) the breach by any affiliate of any of the obligations of (and
         prohibitions on) Merrill Lynch under this Agreement.

    (d)  Current Services. A description of the Services currently being
         ----------------
         provided to Merrill Lynch, and any additional terms and conditions
         relating to such Services are set forth in Schedules A through 0 of
         this Agreement, as described below:

          (i) MuItexEXPRESS. Pursuant to the Merrill Lynch OnLine/Multex Service
              -------------
          Request dated February 28,1 997, a copy of which is attached hereto as
          Schedule A (the "Online Service Request"). Multex is providing to
          Merrill Lynch internal distribution of the Research described in the
          Online Service Request, all as more particularly set forth in the
          Online Service Request. The parties agree that, effective as of the
          date hereof, the Online Service Request shall be amended as set forth
          below:

               (A) Upon expiration of the current term of the Online Service
          Request, which expires on February 28. 1999, the term of the Online
          Service Request shall continue on a month-to-month basis until either
          the parties enter into a renewal term or either party terminates such
          Service Request on 30 days prior written notice to the other party.

               (B) All references to the term "MultexNet" contained in the
          Online Service Request shall be changed to the "MuItexEXPRESS", which
          is the current name of the Multex service which is provided to Merrill
          Lynch under the Online Service Request.

          Except as specifically provided herein, all terms of the Online
          Service Request shall remain in full force and effect.

          (ii)  Contribution and Distribution of Research. Merrill Lynch agrees
                -----------------------------------------
          to provide to Multex the Research described in the Merrill Lynch
          Contribution and Distribution Services Schedule attached as Schedule B
          for distribution of such Research only in accordance with the terms of
          this Agreement and such Schedule B.

          (iii) Multex Publisher for Internal Electronic Distribution Services.
                --------------------------------------------------------------
          Pursuant to the Multex Publisher Internal Distribution Electronic
          Distribution Services Schedule attached hereto as Schedule C, Multex

                                       5
<PAGE>

          will continue to distribute Research within Merrill Lynch by means of
          Multex Publisher.

          (iv)  Merrill Lynch OnLine Trial Program. Attached hereto as Schedule
                ----------------------------------
          D is copy of executed Merrill Lynch OnLine/Multex Trial Program
          Addendum effective as of October 29, 1998 which amends the Merrill
          Lynch Online/ Multex Service Request effective as of February 28. 1997
          and continues in effect in accordance with its terms.

3.   Equipment.
     ---------
     Any equipment such as computers, servers, routers ("Equipment") to be
     provided by Multex to Merrill Lynch shall be set forth in Attachment B or
     in the applicable Service Request. Any Equipment provided to Merrill Lynch
     under this Agreement shall remain the sole and exclusive property of Multex
     and no right, title or interest in such Equipment is granted to Merrill
     Lynch. (Except for that Equipment which is purchased by Merrill Lynch from
     or through Multex in which case Multex shall transfer good and valid title
     to such Equipment to Merrill Lynch). Merrill Lynch agrees to provide
     physical facilities, access, and security as reasonably required for the
     proper installation, operation and maintenance of the Equipment and to
     surrender Multex's Equipment to Multex upon the termination or cancellation
     of this Agreement in the sane condition as delivered, reasonable wear and
     tear excepted. Physical risk of loss or damage to the Equipment while in
     Merrill Lynch's possession shall be borne by Multex, excluding any damage
     or loss caused by the gross negligence or willful misconduct of Merrill
     Lynch. In no event shall Merrill Lynch's liability for loss or damage to
     any Equipment exceed the depreciated value of the Equipment at the time of
     loss or damage. Multex is responsible for recovering its Equipment within
     thirty (30) days' after the cancellation or termination of this Agreement,
     or any Order Schedule. Merrill Lynch shall not be responsible for any
     Equipment in its possession more than thirty (30) days' after the date of
     cancellation or termination of Services.

4.   (a) Grant of Software License by Multex.
         -----------------------------------
       As part of the Services provided by Multex under this Agreement and in
       consideration of the mutual covenants contained herein, Multex hereby
       grants to Merrill Lynch and it affiliates a non-exclusive, non-
       transferable, worldwide license ("License") to use Multex Software for
       the term of this Agreement, including the Third Party Software identified
       in Attachment C. The Third Party Software is licensed to Merrill Lynch
       and its affiliates in accordance with the provisions of Attachment C
       (Third Party License Requirements for End Users) which is incorporated
       herein and made a part of this Agreement. In the event of any conflict
       between this Agreement and Attachment C, this Agreement shall control.
       Merrill Lynch shall have the option of independently licensing Third
       Party Software for use in connection with the Services pursuant to
       separate licensing arrangements entered into between Merrill Lynch and
       third party licensors. The number of users licensed to use Multex
       Software shall be agreed to and set forth in

                                       6
<PAGE>

         the applicable Schedule or Service Request.

     (b) Grant of License by Merrill Lynch.
         ---------------------------------
       i.     During the time Schedule B remains in effect, Merrill Lynch hereby
              grants to Multex limited, non-exclusive, non-transferable
              worldwide license to receive, store and distribute the Research
              solely to (1) Internal Users; (2) External Users that have
              executed a Multex Subscriber Agreement in the form Attached hereto
              as Attachment D; (3) Subscribers who have executed a Multex
              Subscriber Agreement; and (4) Approved Data Providers for the
              purpose of redistributing the Research to the clients of such Data
              Providers("Data Provider Clients"), provided that distribution to
              External Users, Subscribers and Approved Data Providers is subject
              to the entitlement provisions set forth in Section 4 of Schedule
              B. The initial list of Approved Data Providers is attached as
              Exhibit A to Schedule B, and Multex may not add any Data Providers
              to this list without the prior written approval of Merrill Lynch
              in each instance,.

       ii.    Merrill Lynch shall, in its sole discretion, retain editorial
              control at all times over the selection and dispatch of its
              Research to Multex for distribution. Merrill Lynch may elect in
              its sole discretion to withhold certain Research or modify the
              Research prior to submission to Multex. Merrill Lynch shall have
              no obligation to provide any particular volume or quantity of
              Research under this Agreement. Multex shall have the capacity to,
              and Multex shall delete, block, remove or delay specified Research
              reports in accordance instructions received from Merrill Lynch and
              shall, to the extent feasible, immediately comply with all such
              reasonable instructions. Merrill Lynch retains the unrestricted
              right to distribute the Research or have the Research
              simultaneously distributed by any other third party, over any
              medium of Merrill Lynch's choice. In the event that any Schedule
              or Service Request s terminated this license shall be deemed
              terminated with respect to the Research, or portion thereof,
              covered by said Schedule or Service Request. Notwithstanding
              anything to the contrary contained herein, Merrill Lynch agrees
              that the volume, quantity and content of the Research which
              Merrill Lynch provides to Multex hereunder will be the same as
              that provided to any other Data Provider to which Merrill Lynch
              contributes Research, except for a Data Provider whose systems are
              capable of entitling research by securities product (e.g., by
              equity or fixed income), and Merrill Lynch will not modify,
              withhold, delete, block, remove or delay the contribution of
              Research to Multex unless it does so for all other Data Providers
              (except those noted above).

5.   Correction of Errors.
     --------------------
          Multex shall use reasonable efforts to promptly correct all material
          errors, defects or bugs (collectively "Error 1 in the Multex Software
          reported to Multex by Merrill Lynch or its affiliates or that Multex

                                       7
<PAGE>

          becomes aware of through any other means. With regard to the Third
          Party Software, Multex will inform the appropriate Third Party of the
          Error in its Third Party Software and seek prompt corrections of such
          error in accordance with the Multex contract with such Third Party.

6.   Independent Contractor.
     ----------------------
          Multex (and its employees), in performance of this Agreement, is
          acting as an independent contractor. Personnel supplied by Multex
          hereunder are not Merrill Lynch's personnel or agents, and Multex
          assumes full responsibility for their acts. Multex shall be solely
          responsible for the payment of compensation, benefits, insurance and
          taxes relating to Multex's employees assigned to perform services
          hereunder. Notwithstanding the foregoing, Multex (and its employees)
          shall abide by Merrill Lynch rules and regulations while visiting
          Merrill Lynch's premises.

7.   Cost/Fees.
     ---------
     (a)  Merrill Lynch is responsible for the costs relating to (i) the
          development of the Research; (ii) the contribution and delivery of the
          Research to Multex's central computer facilities, and (iii) the
          distribution of the Merrill Research within the Merrill Lynch
          organization (except as otherwise provided in a Service Request). Such
          costs include the costs of Merrill Lynch's telecommunication lines,
          telephones, modems, computers, magnetic tape, magnetic tape delivery
          and messenger services.

     (b)  Except for the fees set forth in the Schedules. Multex shall be
          responsible for all costs associated with the distribution of the
          Services to its Subscribers and Data Providers, Such costs include,
          without limitation, the costs of its own telecommunication lines,
          telephones, modems, computers, magnetic tape, magnetic tape delivery
          and messenger services.

     (c)  The fees for the Services are set forth in the applicable Schedules
          and/or Service Requests.

8.   Term; Termination.
     -----------------
     (a)  The term of this Agreement shall commence as of the date of this
          Agreement (the "Effective Date") and shall remain in effect so long as
          the Schedules and Service Requests issued pursuant to this Agreement
          remain in effect. Each Schedule and Service Request executed hereunder
          shall include such term and termination provisions as are mutually
          agreed upon between the parties.

     (b)  Notwithstanding the term set forth above or in a Service Request, in
          the event either party to this Agreement shall fail to perform or
          observe any material term, covenant, agreement or warranty, the other
          party may immediately terminate this Agreement and/or the applicable
          Schedule or Service Request if such failure is not corrected within 30
          days after

                                       8
<PAGE>

          delivery of written notice thereof to the other party (provided
          however if the failure cannot reasonably be corrected within 30 days
          and the defaulting party has commenced a cure of its performance
          during such thirty (30) day period and proceeds to cure the default,
          the time for curing such default shall be extended for such period as
          may be necessary to cure the default).

     (c)  If, during the term of this Agreement either party shall cease doing
          business or if a petition in bankruptcy shall be filed (voluntary or
          involuntary) with respect to a party, the other party may terminate
          this Agreement upon 10 days written notice to the other party.

     (d)  Multex shall be responsible for the payment of any and all taxes
          (including but not limited to sales, use, withholding, gross receipts
          or excise taxes) imposed on any Services or Research provided to third
          parties. Merrill Lynch shall not be responsible, and Multex shall pay
          or reimburse Merrill Lynch for payment of any tax related to Research
          provided to any third party. Multex agrees to notify Merrill Lynch of
          any tax liability or potential tax liability, and of any pending or
          threatened tax audit or other proceeding that could lead to the
          imposition of tax liability against Merrill Lynch and shall afford
          Merrill lynch all reasonable opportunity to participate in any such
          audit or proceeding affecting its interests. Merrill Lynch shall be
          responsible for the payment of any and all taxes (including but not
          limited to sales, use, withholding, gross receipts or excise taxes)
          imposed on its receipt of any Services or Research provided hereunder.

     (e)  Should Merrill Lynch fail to pay when due any sum of money due under
          this Agreement, the Schedules or a Service Request and such failure
          shall continue for a period of thirty (30) days after notice thereof,
          Multex, at its option, may, upon written notice thereof, (i) terminate
          the applicable Schedule or Service Request. (ii) whether or not the
          applicable Schedule or Service Request is terminated take immediate
          possession of any or all of the items of Equipment owned by Multex not
          fully paid for, wherever situated and for such purpose enter upon any
          premises without liability for so doing. and (iii) sell, dispose of,
          hold, use or lease any items of Equipment not fully paid for, as
          Multex, in its sole discretion, may decide.

     (f)  Should Merrill Lynch fail to contribute the Research to Multex in
          accordance with the terms of Section 4(b) of this Agreement and
          Schedule B, and such failure continues for more than 10 days after
          written notice thereof, then Multex shall have the right to terminate
          this Agreement and all of the Services provided hereunder.

     (g)  The remedies contained in this Paragraph 8 are cumulative and are in
          addition to all other rights and remedies available to either party
          under this Agreement and the Schedules and Service Request hereto, by

                                       9
<PAGE>

          operation of law or otherwise.

9.   Disposition of Software and other Materials.
     -------------------------------------------
          Upon the expiration or termination of this Agreement and all Service
          Requests hereunder, for whatever reason, and upon the written request
          of Multex. Merrill Lynch shall return to Multex the Multex Software
          (including the magnetic or other physical media on which it was
          originally or subsequently recorded or fixed) and all related
          documentation, as well as all hardware and Equipment owned by Multex
          in good condition, reasonable wear and tear and damage by the elements
          excepted. At the written direction of Multex, the Multex Software may
          be completely deleted, erased or otherwise destroyed by Merrill Lynch.

10.  Unlawful Use.
     ------------
          Merrill Lynch shall not use or permit any person or entity under its
          control to use the Services for any unlawful purpose.

11.  Distribution of Service.
     -----------------------
          Except as set forth in the Schedules and Service Requests, Merrill
          Lynch is not authorized or permitted to furnish the Services to any
          person or firm other than its employees, affiliates and their
          employees, for re-use, redistribution or retransmission without the
          prior approval of Multex.

12.  Limitation of Liability.
     -----------------------
     (a)  Multex will use its best efforts to provide the Services to Merrill
          Lynch and its affiliates as described herein. However. Merrill Lynch
          understands that Multex cannot and does not guarantee the content,
          accuracy, timeliness or availability of the Services or the Research
          as displayed or provided through the Services. ACCORDINGLY. MERRILL
          LYNCH AGREES THAT UNLESS THE FOLLOWING ARE CAUSED BY THE GROSS
          NEGLIGENCE OR WILLFUL MISCONDUCT OF MULTEX. MULTEX SHALL NOT HAVE ANY
          LIABILITY OR OBLIGATION TO MERRILL LYNCH OR ITS AFFILIATES (WHETHER
          CAUSED DIRECTLY OR INDIRECTLY) RELATING TO (I) INTERRUPTION, DELAY OR
          FAILURE IN THE TRANSMISSION, PROCESSING, DELIVERY OR DISTRIBUTION OF
          THE SERVICES OR THE RESEARCH; (II) THE UNAVAILABILITY OF MULTEX
          SOFTWARE OR THE SERVICES; (III) THE ACCURACY OF THE MERRILL LYNCH
          RESEARCH; OR (IV) THE ACTS OR OMISSION OF MERRILL LYNCH.

     (b)  Except for Multex's liability under Paragraph 13(a) and 14(a) and
          damages arising from the gross negligence or willful misconduct of
          Multex, Multex's maximum liability hereunder for any other cause, not
          exculpated hereunder, whether in tort or contract, shall not exceed
          the

                                       10
<PAGE>

          lesser of actual damages or $100,000; provided, however, if the
          fees paid to Multex pursuant to this Agreement in any one (1) calendar
          year period exceed sioo,000; Multex's maximum liability shall be
          raised from $100,000 to the amount of such fees paid over said-one (1)
          year period.

     (c)  Third Parties who provide portions of the Services to Multex shall not
          have any direct or indirect liability under this Agreement to Merrill
          Lynch for monetary damage on account of the Services provided or to be
          provided by Multex hereunder.

     (d)  Multex conducts no review whatsoever and exercises no editorial
          control over the Research. and accordingly, Multex shall have no
          liability to Merrill Lynch whatsoever (whether in contract or tort)
          for the content, completeness or accuracy of the Research.

     (e)  Multex understands that Merrill Lynch cannot and does not guarantee
          the content or accuracy of the Research or any related data,
          information or documentation provided by Merrill Lynch hereunder.
          ACCORDINGLY, MULTEX AGREES THAT MERRILL LYNCH SHALL NOT BE LIABLE FOR
          ANY LOSS, DAMAGE, INJURY OR EXPENSE, CAUSED BY ITS NEGLIGENCE OR
          OTHERWISE, ARISING DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE
          RESEARCH UNLESS CAUSED BY ITS OWN WILLFUL OR INTENTIONAL MISCONDUCT OR
          GROSS NEGLIGENCE AND MERRILL LYNCH SHALL NOT BE LIABLE FOR ANY LOSS,
          DAMAGE. INJURY OR EXPENSE CAUSED BY OR ARISING FROM ANY ACTION OR
          INACTION OF MULTEX or ANY USER. Except for Merrill Lynch's liability
          under Paragraph 13(b) and 14(b) and damages arising from the gross
          negligence or willful misconduct of Merrill Lynch, Merrill Lynch's
          maximum liability hereunder for any other cause, not exculpated
          hereunder, whether in tort or contract, shall not exceed the lesser of
          actual damages or $100,000; provided, however, if the fees paid to
          Multex pursuant to this Agreement in any one (1) calendar year period
          exceed $100,000, Merrill Lynch's maximum liability shall be raised
          from $100,000 to the amount of such fees paid over said one (1) year
          period.


     (f)  NEITHER PARTY SHALL BE LIABLE FOR ANY, INDIRECT CONSEQUENTIAL,
          INCIDENTAL OR SPECIAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES, OR FOR ANYTHING BEYOND ITS REASONABLE
          CONTROL. FOR THE PURPOSES OF THIS SECTION, DAMAGES PAYABLE TO A THIRD
          PARTY IN AN ACTION FOR WHICH A PARTY IS INDEMNIFIED UNDER SECTION 13
          OF THIS AGREEMENT SHALL NOT BE DEEMED CONSEQUENTIAL, INDIRECT OR
          SPECIAL DAMAGES.

                                       11
<PAGE>

     (g)  The parties acknowledge and agree that the limitations of liability
          set forth in this Section 12 are a condition of this Agreement, and
          that the Fees reflect the allocations of risk set forth in this
          Section 12.


13.  Indemnity.
     ---------
     (a)  Multex shall defend and/or handle at its own cost and expense any
          claim or action brought by a third party against Merrill Lynch, its
          parent company, and its or their subsidiaries and/or affiliated
          companies (also referred to collectively as Merrill Lynch
          "affiliates"), for actual or alleged infringement of any patent,
          copyright, trademark or other proprietary right, including, but not
          limited to, misappropriation of trade secrets (collectively,
          Proprietary Rights} based on any software, programs. Equipment.
          Services, and/or other materials furnished to Merrill Lynch by Multex
          pursuant to the terms of this Agreement (including, without
          limitation, Multex Software and the Third Party Software included
          therein) or the use thereof by Merrill Lynch or its affiliates in
          accordance with the terms of this Agreement;, provided, however, that
          Multex shall have the sole right to control the defense and settlement
          of such action and all rights of appeal, and shall not be liable to
          Merrill Lynch or its affiliates for any costs, settlements,
          compromises or legal fees of any kind incurred or entered into by
          Merrill Lynch or its affiliates without Multex's prior written
          approval. Multex shall indemnify and hold harmless Merrill lynch and
          its affiliates, from and against all liabilities, losses, damages,
          costs and expenses (including but not limited to, attorneys' fees,
          costs and disbursements) associated with any such claim or action In
          the event any Services, Software or materials provided hereunder are
          deemed to & suspected to infringe the Proprietary Rights of any third
          party, Multex may immediately terminate this Agreement, or, subject to
          Merrill Lynch's approval, substitute non-infringing, equally
          functional software, materials or services. Any such termination of
          this Agreement shall not relieve Multex of its obligations pursuant to
          this Section 13(a). In the event of such termination, Multex shall
          refund to Merrill Lynch all prepaid fees for Services not rendered or
          received. Multex's obligations hereunder shall be contingent upon
          Merrill Lynch promptly notifying Merrill Lynch of any such claim and
          cooperating, at Multex's expense, in the litigation.

     (b)  Merrill Lynch shall defend and/or handle at its own cost and expense
          any claim or action brought by a third party against Merrill Lynch for
          actual or alleged infringement of Proprietary Rights based on the
          Research as provided by Merrill Lynch provided, however, that Merrill
          Lynch shall have the sole right to control the defense and settlement
          of such action and all rights of appeal, and shall not be liable to
          Multex for any costs, settlements, compromises or legal fees of any
          kind incurred or entered into by Multex without Merrill Lynch's prior
          written approval. Merrill Lynch shall indemnify and hold harmless
          Multex and its affiliates

                                       12
<PAGE>

          from and against all liabilities, losses, damages, costs and expenses
          (including but not limited to, attorneys' fees, costs and
          disbursements) associated with any such claim or action. Merrill
          Lynch's obligations hereunder shall be contingent upon Multex promptly
          notifying Merrill Lynch of any such claim and cooperating, at Merrill
          Lynch's expense, in the litigation.

14.  Confidential Information.
     ------------------------
     (a)  "Confidential Information" shall mean (i) with respect to Merrill
          Lynch, any information obtained by Multex (or its employees or agents)
          from, or disclosed to Multex (or its employees or agents) by, Merrill
          Lynch, or its affiliates or clients, which is marked as confidential
          or which ought reasonably to be understood to be confidential
          concerning the past or present business activities of said entities,
          and/or their clients, including, but not limited to, any information
          relating to the Merrill Research, pricing, methods, strategies,
          processes, financial data, investments, accounts, assets, lists,
          technical data, software programs, apparatus, statistics, research,
          multimedia programs and strategies, programs, specifications,
          documentation, development plans, or related information, and the
          results from the provision of the Services performed by Multex under
          this Agreement and (ii) with respect to Multex, the Multex Software
          and any related documentation or specifications, and any other
          information obtained by Merrill Lynch or its affiliates (or its or
          their employees or agents) which is marked as confidential, or which
          ought reasonably to be understood to be confidential, concerning
          Multex's business and operations and financial condition; the
          software, systems, data bases, hardware and information services used
          by Multex to conduct its business, including the configurations
          hereof; and Multex's customer lists and prospects.. Notwithstanding
          the foregoing, the internal distribution of Research to Merrill Lynch
          employees pursuant to a Service Request by Multex in accordance with
          the terms of this Agreement shall not be deemed a breach of this
          paragraph 14 (a).

     (b)  Multex shall protect the confidentiality of the Research and shall not
          disclose such Research to any entity or person except as expressly
          permitted herein. Multex shall refrain from (i) making any
          representations or warranties of any kind concerning the Research or
          (ii) modifying, amending, editing, or otherwise revising, in any
          manner, the content or format of the Research. The Research shall be
          transmitted as described herein in their entirety (including all
          accompanying disclaimers and proprietary notices) and without revision
          by Multex. Multex shall use reasonable efforts to prevent
          interception, inappropriate disclosure, or use of the Research by
          unauthorized persons. Towards that end, Multex will ensure that its
          employees abide by the provisions of this Agreement and do not
          illegally trade on or wrongfully disclose or use any information given
          to Multex by Merrill

                                       13
<PAGE>

          Lynch.

     (c)  Each party shall hold the Confidential Information of the other party
          in trust and confidence for the other party and shall not reproduce,
          disclose to any person, or firm or enterprise, or use for its own
          benefit, any such Confidential Information (except as specifically
          permitted or contemplated by this Agreement). Notwithstanding the
          foregoing, it is agreed that neither party shall not have any
          liability for breach of any confidentiality obligation by its clients
          or other third parties not under such party's control.

     (d)  Without limiting the generality of the foregoing, Confidential
          Information will not include information that (i) is already
          rightfully known to a party at the time it is obtained from the other
          party, free from any obligation to keep such information confidential;
          (ii) is or becomes publicly known through no wrongful act of either
          party; (iii) is rightfully received from a third party without
          restriction and without breach of this Agreement; (iv) is
          independently acquired or developed by a party without breach of any
          obligation hereunder; or (v) is required to be disclosed pursuant to
          law, governmental regulation, or court order.

15.Ownership Rights.
   ----------------
     (a)  The Research shall remain the sole and exclusive property of Merrill
          Lynch and/or its affiliates and Multex shall not acquire any rights in
          the Research.

     (b)  The Multex Software shall remain the property of Multex. Merrill Lynch
          and its affiliates may use the Multex Software only in conjunction
          with the Services. Merrill Lynch shall not permit the Multex Software
          to be used by more than the number of users as may be agreed to
          between Merrill Lynch and Multex. Merrill Lynch shall not copy, in
          whole or in part, the Multex Software or related documentation,
          whether in the form of computer media, printed or in any other form;
          provided, however, that for each Service Request, Merrill Lynch and
          its affiliates may make one(1) copy of the Software for back-up
          purposes only.

     (c)  The License granted herein is for the limited purposes of enabling
          Merrill Lynch and its affiliates to contribute the Research to Multex,
          and to receive the Services and distribute the Merrill Research and
          other research materials provided by Multex within Merrill Lynch and
          its affiliates.

     (d)  MERRILL LYNCH SHALL NOT MAKE ANY ALTERATION, CHANGE OR MODIFICATION TO
          THE MULTEX SOFTWARE. MERRILL LYNCH MAY NOT RECOMPILE, DECOMPILE.
          DISASSEMBLE. OR REVERSE ENGINEER THE MULTEX SOFTWARE OR MAKE OR
          DISTRIBUTE ANY OTHER FORM OF THE MULTEX SOFTWARE.

                                       14
<PAGE>

     (e)  Merrill Lynch may use the trademarks of Multex or its licensors only
          to identify printed output produced by the Multex Software and only in
          accordance with accepted trademark practice, including identification
          of the relevant trademark owner's name. The use of any trademark as
          authorized herein does not give Merrill Lynch any rights of ownership
          or other rights relating to the trademark, and all goodwill resulting
          from any such use shall inure to the benefit of the relevant trademark
          owner.

     (f)  Multex may use the trademarks of Licensee and Merrill Lynch & Co., Inc
          only as necessary to identify the source of the Research and only in
          accordance with accepted trademark practice, including identification
          of the relevant trademark owner's name. The use of any trademark as
          authorized herein does not give Multex any rights of ownership or
          other rights relating to the trademark, and all goodwill resulting
          from any such use shall inure to the benefit of the relevant trademark
          owner.

16.Warranties.
   ----------
     (a)  Multex hereby represents, warrants, and covenants to Merrill Lynch and
          its affiliates as follows:
              (i)    Multex is a corporation duly organized, validly existing
                     and in good standing under the laws of the State of
                     Delaware with full authority to enter into this Agreement
                     and shall comply with applicable laws;
              (ii)   Multex Software and the Services provided to Merrill Lynch
                     and its affiliates shall not infringe the Proprietary
                     Rights of any third party;
              (iii)  Multex has the legal right and authority to license Multex
                     Software (including, without limitation, the Third Party
                     Software included therein) to Merrill Lynch and its
                     affiliates as described herein; and
              (iv)   The medium on which Multex Software is furnished is
                     warranted to be free of detects in materials and
                     workmanship under normal use for a period of thirty (30)
                     days from the date of delivery of Multex Software pursuant
                     to each Service Request.

     (b)  Merrill Lynch represents, warrants and covenants to Multex that:
              (i)    Merrill Lynch is the owner of and has the right to provide
                     the Research to Multex for distribution as provided herein;
              (ii)   Merrill Lynch has the right to internally distribute the
                     Research;
              (iii)  To the best of its knowledge, the Research does not
                     infringe the Proprietary Rights of any third Party;
              (iv)   Merrill Lynch will comply with all laws and regulations
                     applicable to the use and internal distribution of the
                     Merrill Research, and will comply with the laws relating to
                     the preparation of the Research of the jurisdiction in
                     which such Research is prepared.

     (c)  THE EXPRESS WARRANTIES AND LIMITATIONS SET FORTH

                                       15
<PAGE>

          HEREIN CONSTITUTE THE ONLY WARRANTIES OF MULTEX AND MERRILL LYNCH (AND
          ITS AFFILIATES) AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR
          ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
          THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. MULTEX AND
          ITS LICENSORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS
          MERRILL LYNCH OR ITS AFFILIATES OR CLIENTS MAY OBTAIN BY USE OF MULTEX
          SOFTWARE OR THE SERVICES. THE MERRILL RESEARCH IS PROVIDED TO MULTEX
          ON AN "AS IS" BASIS, WITH ALL FAULTS AND DEFECTS CONTAINED THEREIN,
          MERRILL LYNCH DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO
          MERCHANTABILITY. FITNESS FOR A PARTICULAR USE OR ANY OTHER MATTER WITH
          RESPECT TO THE RESEARCH AND EXCEPT AS EXPRESSLY SET FORTH IN THIS
          AGREEMENT, NO REPRESENTATION OR STATEMENT SHALL BE BINDING UPON
          MERRILL LYNCH AS A WARRANTY OR OTHERWISE.


17.  Insurance.
     ---------
          Multex shall procure and maintain for itself and its employees all
          insurance coverages as required by Federal or State law, including
          workers' compensation insurance. Multex shall procure and maintain for
          itself: (i) Employers' Liability Insurance coverage including bodily
          injury coverage, with a minimum of $100,000 for each employee; (ii)
          general liability coverage of at least $1,000,000 and (iii) automobile
          liability coverage of at least $500,000. Upon request, Multex shall
          provide evidence of such policies (including certificates of
          insurance) to Merrill Lynch. Such policies shall contain an express
          waiver of any right of subrogation.


18.  Advertising.
     -----------
          Neither party shall use the name or marks of the other or its parent
          or any subsidiary or affiliated company in any publicity release,
          advertising, or publicly displayed or distributed materials without
          securing the prior written consent of the party whose name is to be
          used, which may be withheld in said party's sole discretion.
          Notwithstanding the foregoing, Multex may disclose the fact of and
          terms of this Agreement (but not Merrill Lynch Confidential
          Information) to its directors, officers, employees, and representative
          and potential investors of Multex. Merrill Lynch may reference
          Multex's name in reports, analyses, and other materials in the
          ordinary course of its business. Multex may include Merrill Lynch's
          name as a contributor to Multex's distribution services.

19.  Successors and Assigns.
     ----------------------
          This Agreement shall be binding upon the parties respective

                                       16
<PAGE>

          successors and permitted assigns. Neither party may assign this
          Agreement and/or any of its rights and/or obligations hereunder
          without the prior written consent of the other party, and any such
          attempted assignment shall be void.

20. Governing Law.
    -------------

          The validity of this Agreement, the construction and enforcement of
          its terms, and the interpretation of the rights and duties of the
          parties shall be governed by the laws of the State of New York.

21.  Modifications.
     -------------

          No modification, amendment, supplement to or waiver of this Agreement
          or any Service Request or Attachment hereunder, or any of their
          provisions shall be binding upon the parties hereto unless made in
          writing and duly signed by both parties.

22.  Waiver.
     ------

          A failure or delay of either party to this Agreement to enforce at any
          time any of the provisions hereof, or to exercise any option which is
          herein provided, or to require at any time performance of any of the
          provisions hereto shall in no way be construed to be a waiver of such
          provisions of this Agreement.

23. Exhibits.
    --------

          The terms and conditions of any and all Exhibits and Attachments to
          this Agreement are incorporated herein by this reference and shall
          constitute part of this Agreement as if fully set forth herein.

24.  Compliance with Law.
     -------------------

          Multex shall comply with all applicable U.S., state and local laws and
          regulations in its performances of its obligations hereunder and the
          Services will comply with applicable law.

25. Heading.
    -------
          The headings herein are for convenience of reference only and shall
          not impact the meaning of this Agreement.

26. Entire Agreement.
    ----------------

          This Agreement constitutes the entire Agreement between the parties
          concerning the subject matter hereof and shall supersede all prior
          agreements or understandings concerning such subject matter.

27. Survival.
    --------
          Notwithstanding any termination of this Agreement, the provisions of
          Section 3,6, 8 (e), 9, 12. 13, 14, 15, 16, 18, 19, 27, and 31 shall
          survive termination.

28.  Access.
     ------

                                       17
<PAGE>

          Merrill Lynch shall provide Multex with reasonable access to its
          premises to perform the obligations set forth herein. Multex shall
          abide by the site regulations and security procedures applicable to
          each site.


29.  Force Majeure.
     -------------
          In no event shall either party be liable to the other for any delay or
          failure to perform hereunder (other than a failure to pay any amounts
          due hereunder), which delay or failure to perform is due to causes
          beyond the reasonable control of said party including, but not limited
          to, acts of God; acts of a public enemy; acts of the United States of
          America; fires, floods; epidemics; quarantine restrictions; strikes;
          and freight embargoes. In every case, the delay or failure to perform
          must be beyond the control and without the fault or negligence of the
          party claiming excusable delay, and the party claiming excusable delay
          must promptly notify the other party of such delay. Without limiting
          the foregoing, strikes or other labor discord by a party's employees
          or the employees of its agents or subcontractors will not excuse such
          party's delay or failure to perform.

30.  Computer Security Guidelines; Merrill Lynch Firewalls.
     -----------------------------------------------------
     (a)  Multex represents and, warrants that under the terms of this
          Agreement: (i) all Multex interconnectivity to Merrill Lynch and its
          affiliates' computing systems and/or networks and all attempts at.
          same shall be only through Merrill Lynch's security gateways
          and/firewalls; (ii) it will not access, and will not permit
          unauthorized persons or entities to access. Merrill Lynch computing
          systems and/or networks without Merrill Lynch's express written
          authorization and any such actual or attempted access shall be
          consistent with any such authorization; and (iii) it will use a virus
          detection/scanning program or connect to Merrill Lynch or its
          affiliates via a virus clean environment prior to any attempts to
          access any of Merrill Lynch's computing systems and/or networks and
          upon detecting a virus, all attempts to access Merrill Lynch's
          computing and/or networks shall immediately cease and shall not resume
          until any such virus has been eliminated.

     (b)  Merrill Lynch uses front end computers known as firewalls (the
          "Firewalls") to insure network security. The Firewalls have the
          ability to alter and cancel data transmissions based on internal
          Merrill Lynch specifications. Multex will deliver Research
          electronically to the Firewalls and shall be responsible for document
          integrity to the Firewalls and to any Merrill Lynch test sites
          provided for in the Schedules. Merrill Lynch shall be solely
          responsible for document integrity from the Firewalls throughout
          Merrill Lynch.

31.  Notices.
     -------

          Except as otherwise expressly provided herein or in any Service

                                       18
<PAGE>

          Request, any notice or other communication required or permitted shall
          be in writing and shall be delivered via overnight delivery service,
          personal delivery, or certified mail, return receipt requested
          addressed as follows:

            If to Multex:        Multex Systems, Inc.
                                 33 Maiden Lane
                                 5th Floor
                                 New York, New York 10038
                                 Attention:  President

            If to Merrill Lynch: Merrill Lynch, Pierce, Fenner & Smith,
                                 Incorporated
                                 250 Vesey Street, 17th Floor
                                 New York, New York 10028
                                 Attention; Jack Roehrig


                                 Merrill Lynch, Pierce, Fenner & Smith.
                                 Incorporated
                                 222 Broadway222 Broadway, 17th Floor
                                 New York, New York 10038
                                 Attention: Corporate Law Department

            Or so such other address as shall be given by either party to the
            other in writing.

32. Import/Export Restrictions.
    --------------------------
     (a)  This Agreement is made subject to any laws, regulations. orders or
          restrictions on the export of the Services, Multex Software, and
          Equipment that may be imposed at any time or from time to time by the
          U.S. Government or other governmental authorities with jurisdiction
          over the parties. Both parties (i) shall comply with all such laws,
          regulations, permits, orders and other restrictions to the extent that
          they are applicable to the Services, Equipment, and/Multex Software
          and (ii) shall not directly or indirectly, export or re-export (as
          defined in the United States Export Administration Regulations) the
          Services, Multex Software, or Equipment to any country for which the
          U.S. Government, or any agency thereof, requires an export license or
          other governmental approval without first obtaining the same. With
          respect to all Multex Software. Equipment and related Services
          exported outside of the United States pursuant to the is Agreement,
          except as otherwise provided on a Service Request. Multex shall act as
          the exporter of record for purposes of the Export Administration Act
          of 1979. as amended, and all other relevant laws or regulations.

33.  Foreign Corrupt Practices Act.
     -----------------------------
          Multex represents, warrants and covenants to Merrill Lynch and its

                                       19
<PAGE>

          affiliates that it is aware of and familiar with the provisions of the
          Foreign Corrupt Practices Act of 1977. as amended (the FCPA"), and its
          purposes will take no action and make no payment in violation of, or
          which might cause Multex or Merrill Lynch or any its affiliates or its
          and their respective directors, officers, employees or agents to be in
          violation of, the FCPA. Multex will act in full compliance with the
          FCPA. Multex further represents and warrants that no person employed
          by it in connection with the performance of its obligation under this
          Agreement is an official of the government of any foreign country, or
          any agency thereof, and that no part of any monies or consideration
          paid hereunder shall accrue for the benefit of any such official.
          Notwithstanding anything to the contrary, if Multex takes any action
          that could constitute a violation of the FCPA, Merrill Lynch may, at
          its sole option, immediately terminate this Agreement. Furthermore,
          for the purposes of reasonably ensuring compliance with the FCPA,
          Multex agrees that, upon request by Merrill Lynch at any time during
          the term of this Agreement. Multex will make available for audit by an
          accounting firm designated by Merrill Lynch which is reasonably
          acceptable to Multex, Multex's books, records and other documentation
          relevant to its business activities conducted pursuant to this
          Agreement. The accounting firm shall provide to Merrill Lynch only
          such information obtained from such review that relates to a possible
          violation of the FCPA. Merrill Lynch shall pay any and all costs of
          any such requested audit.

34. Former Agreements.
    -----------------
          This Agreement replaces and supersedes the 1994 Agreement and the 1996
          Master Agreement, which agreements are deemed cancelled as of the date
          hereof.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first above written.

MERRILL LYNCH, PIERCE, FENNER                MULTEX SYSTEMS, INC
& SMITH INCORPORATED

   /s/                                     /s/
By:________________________             By:________________________

Name:______________________             Name:______________________

Title:_____________________             Title:_____________________

Date:______________________             Date:______________________

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