EXHIBIT 3.5

EMPLOYMENT AGREEMENT

THIS
AGREEMENT (Agreement), made and entered into as of the 26th day of November,
2003, by and between DAVID SUTTON (hereinafter referred to as Employee), and
INFORTE CORP., a corporation organized under the laws of the State of Delaware
(hereinafter referred to as the Company). 
In consideration of the premises and the mutual promises and agreements
contained herein, the parties hereto, intending to be legally bound, hereby
agree as follows:

Section
1.  Scope of Employment.

1.1  Employment, Duties.  Subject to the terms hereof, the Company
hereby agrees to employ Employee to render services to the Company as President
and Chief Operating Officer, and Employee hereby accepts such employment.  In his capacity as President and Chief
Operating Officer of the Company, Employee shall perform such duties consistent
with such position as are customarily performed by the president and chief
operating officer of comparable enterprises or as may be assigned by the Chief
Executive Officer of the company or Board of Directors of the Company (the
Board), including, but not limited to the following responsibilities :

| |  | Profit and loss responsibility for all operations in
  the company, presently U.S., Europe and India (planned);                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Providing the strategic vision, planning expertise
  and operational leadership required to set and accomplish company operating
  goals;                                                                                                                           
| |  | Expanding the Companys capabilities in delivering
  strategy, process, change management and offshore engagements, with specific
  focus on enhancing the Companys strengths in the areas of business
  intelligence, marketing automation and marketing strategy;
| |  | Monitoring revenue and expenditure trends, and
  making recommendations for cost-effective operations;                                                                                                                                                              
| |  | Developing and managing annual budgets for the
  organization and performing periodic cost and productivity analyses;                                                                                                                                               
| |  | Designing, establishing, and maintaining an
  organization structure and staffing to effectively accomplish the organizations
  goals and objectives; recruits, employs, trains, supervises, and evaluates
  direct leadership team;                               
| |  | Actively driving and participating in business
  development activities, with the potential of owning relationships at the
  Companys most strategic accounts; and                                                                                                 
| |  | Structuring programs and delegating authority to
  ensure effective communication and efficient operations throughout the
  Company.                                                                                                                                

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Employee shall report
directly to the Chief Executive Officer of the Company.  All delivery and functional areas of the
Company will report directly through the Employee.  At the request and in the discretion of the Company, Employee
shall serve as an officer or director of any subsidiary or affiliate of the
Company, and shall perform services for any such subsidiary or affiliate as are
appropriate to and consistent with the services being performed by Employee for
the Company.  Services provided to the
Company shall be Employees primary business activity and Employee shall devote
his productive business time, energy and skill (except on vacation days and
holidays) to performing his obligations hereunder and shall perform his
obligations hereunder diligently, faithfully and to the best of Employees
abilities.  During the Term, Employee
may serve on the Board of directors of any civic, charitable or professional
organization, provided such service does not interfere or conflict with
Employees provision of services or his fulfillment of obligations under this
Agreement and provided such organization is not competitive or potentially
competitive with Inforte.  During the
Term, Employee may continue to serve as a member of the Board of directors of
Marketing Scientists.

1.2  Place of Performance.  During the Term, Employee shall be based in
the Atlanta, Georgia metropolitan area, except for reasonably required travel
on business.

1.3  Compliance with Policies.  Subject to the terms of this Agreement,
during the Term, Employee shall comply in all respects with all policies and
procedures applicable to similarly situated employees of the Company generally
and to Employee specifically.

Section
2.   Term; Negotiation Period.

2.1     Term.  The Term shall be from December 5, 2003 (the
Effective Date) through January 31, 2005, (Initial Term) subject, however,
to prior termination as provided for in this Agreement.  The Term shall automatically be extended by
an additional one-year period on January 31, 2005 and each subsequent anniversary
of such date (Renewal Date), unless either party gives written notice to the
other at least sixty (60) days prior to the end of the Initial Term or to a
Renewal Date that it elects not to renew the Term.  In such event, the Term shall conclude at the end of the Initial
Term or the Renewal Date following the date of the notice.

2.2     Negotiation
Period.  The Company and Employee
agree to enter into good faith negotiations for entering into a new agreement
on mutually agreeable terms during the last 120 days prior to the expiration of
the initial Term.  Throughout the Term
until the last ninety (90) days prior to the expiration of this Agreement,
Employee shall not negotiate with any party other than the Company.

2.3     *



* Indicates that material
has been omitted and confidential treatment has been requested therefor. All
such omitted material has been filed separately with the SEC pursuant to Rule
24b-2.

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Section
3.  Compensation; Expenses.

3.1  Base Salary.  Employee shall be paid a base salary (the
Base Salary) during the Term at the initial annual rate of Three Hundred
Thousand Dollars ($300,000.00) per year. 
The Base Salary shall be (a) payable on the payroll schedule that the
Company may implement from time to time for such payments, and (b) subject to
any withholdings and deductions required by applicable law.  Effective January 1, 2005, unless the board
determines otherwise, Employee shall be paid a base salary at the annual rate
of Three Hundred Fifty Thousand Dollars ($350,000.00) per year. Thereafter, on
each January 1, or such other appropriate date during each year of the Term
when the salaries of senior Employees of the Company are normally reviewed, the
Board shall review the Base Salary and determine if, and by how much, the Base
Salary should be increased.

3.2  Cash Signing Amount.  The Company agrees to pay Employee an
initial cash signing amount of $55,000 based upon Employees continued
employment with Company throughout the Initial Term.  This signing bonus will be payable as follows:

| | (a)  If
  Employee is employed by the Company on December 31, 2003, an amount of
  $13,750 payable on January 31, 2004; 
| | ------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                         
| | (b)  If
  Employee is employed by the Company on March 31, 2004, an amount of $13,750
  payable on April 30, 2004;      
| |                                                                                                                         
| | (c)  If
  Employee is employed by the Company on June 30, 2004, an amount of $13,750
  payable on July 31, 2004; and    
| |                                                                                                                         
| | (d)  If
  Employee is employed by the Company on September 30, 2004, an amount of
  $13,750 payable on October 31, 2004.

3.3  Bonus.  Employee shall be eligible to earn a Bonus each year based on the
performance of Employee and the Company, all in relation to specific goals
established by the Company. For 2004, the bonus program shall be as set forth
in Exhibit A.

3.4  Stock Option Plan.  During the Term, Employee shall be eligible
to be considered for participation in the applicable Company stock option plans
and any predecessor or successor stock-based employee incentive or equity based
award plans (collectively, the Stock Option Plan).  For purposes of Employees participation for possible grants of
stock options under the Stock Option Plan, he will be reviewed and considered
for a grant at the same time as, and on a basis and subject to terms that are
consistent with, the basis and terms that govern grants to other officers of
the Company, taking into account Employees position and responsibilities.

3.5  Initial Stock Option Grant.  The Company agrees to recommend that Employee
be granted options on two-hundred fifty thousand (250,000) shares of Inforte
Corp. common stock in accordance with the Stock Option Plan.  This stock option grant will be made on the
effective date (December 5, 2003) in accordance with the Stock Option
Plan.  The grant price will be set at
the market price the day preceding the Effective Date (December 4, 2003).  Such signing stock

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options will be granted
as incentive stock options, to the extent permitted under the Internal Revenue
Code and the terms of the Stock Option Plan, with any options granted in excess
of such limits being treated as nonqualified stock options.  The options granted pursuant to the signing
grant shall vest and become fully exercisable by Employee during the period of
his continuous employment by the Company based on the following schedule:

| |  | 50,000 for every 6 months after the grant date for
  the first year, for a total of 100,000
| | - | -------------------------------------------------------------------------------------------
| |  | 25,000 for every 6 months for the next period of 3
  years, for a total of 150,000         

3.6  Expense Reimbursement.  The Company shall pay or reimburse Employee
in accordance with the Company policy for all reasonable business expenses
incurred or paid by Employee in the course of performing his duties hereunder.  As a condition to such payment or
reimbursement, however, Employee shall maintain and provide to the Company
reasonable documentation and receipts for such expenses.  All air and travel arrangements shall be
made through the Companys chosen travel agency, unless otherwise mutually
agreed between the Company and the Employee.

Section
4.  Employee Benefits.

4.1  Benefit
Plans.  During the Term, Employee
shall be entitled to participate in such of the Companys retirement,
supplemental retirement, profit sharing and pension plans, life, health,
disability and other insurance programs, as well as other benefit programs,
which are generally available to other similarly situated employees of the
Company, subject to the Companys policies with respect to all such benefits or
insurance programs or plans.  The
Company shall not, by virtue of this provision, be under any obligation to
Employee to continue to maintain any particular plan or program or any
particular benefit level under any plan or program.

4.2  Paid
Time Off.  Employee shall be
entitled to paid time off during the Term, to be accrued and taken in
accordance with a policy that is no less favorable for Employee than the
Companys paid time off policy applicable to similarly situated employees.

4.3  Club
Dues.  The Company shall reimburse
Employee for the documented annual dues and membership fees for one (1) club,
up to $5,200 per year, provided Employee submits supporting documentation, not
to include capital costs and assessments.

4.4  Professional
Dues.  The Company shall reimburse
Employee for professional dues and membership fees, up to $4,000 per year,
provided that Employee submits supporting documentation.

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Section
5.  Termination.

5.1  Death
or Total Disability.  Employees
employment hereunder shall terminate upon Employees death.  The Company may, in accordance with
applicable state and federal laws and regulations, terminate Employees
employment hereunder in the event of Employees total disability (total
disability meaning the inability of Employee to perform all of his current
duties as required hereunder with or without a reasonable accommodation for a
period of 180 days within any 12 month period, because of mental or physical
condition, illness or injury).

5.2  Cause.  The Company may terminate Employees
employment hereunder for Cause. 
Cause shall mean (a) Employees willful misconduct or gross negligence
in the performance of his obligations hereunder; (b) Employees breach of
fiduciary duty to the Company; (c) Employees material breach of this Agreement
and failure to cure such breach within fifteen (15) days after written notice
thereof from the Company provided such breach is curable; (d) Employees
commission of an act involving moral turpitude that is reasonably likely to
cause material damage to the business or reputation of the Company, any
affiliate of the Company, or any personnel thereof; (e) Employees conviction
of or plea of guilty or nolo contendere to any felony or any crime involving
theft, fraud or dishonesty; or (f) Employees failure to perform a lawful
direction of the Chief Executive Officer of the Company or the Board of the
Company.

5.3  Discretionary
Termination.  The Company shall have
the right to terminate this Agreement and the Employees employment hereunder
at any point during the Term for any reason or for no reason upon giving
Employee thirty (30) days written notice of such termination.

5.4  Termination
By Employee for Good Reason. 
Employee shall have the right to terminate this Agreement and his
employment hereunder for Good Reason upon giving the Company thirty (30) days
written notice of such termination; provided that Employee must give the
Company such written notice of termination within thirty (30) days of the Good
Reason (as defined below) arising.  As
used herein, Good Reason shall exist in the event that: (i) Employees title
is changed such that his title has significantly diminished stature; (ii)
Employees duties are materially altered such that his duties are materially
diminished; (iii) Employees reporting structure is changed without Employees
consent, (iv) the Company fails to pay the Base Salary or Bonus as and when due
and fails to cure such nonpayment within thirty (30) days after written notice
thereof by Employee, provided that such nonpayment by the Company is not caused
by any conduct (or lack thereof) of Employee constituting Cause as defined by
Section 5.2  above, or (v) without the
Employees consent, Employee is required to relocate outside of the Atlanta,
Georgia metropolitan area.

5.5  Termination
for No Good Reason.  Employee
shall have the right to terminate this Agreement and his employment hereunder
for No Good Reason upon giving the Company six (6) months written notice of
such termination.

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5.6  Termination
Date and Notice of Termination.

(a)     Any
termination of Employees employment by the Company (other than termination
upon the death of Employee) shall be communicated by written notice to
Employee.  Any termination of Employees
employment by the Employee shall be communicated by written notice to the
Company.  For purposes of this
Agreement, a Notice of Termination shall mean a written notice, which shall
indicate the specific termination provision in this Agreement relied upon and,
if pursuant to Section 5.2 or Section 5.4, shall set forth in general terms the
facts and circumstances claimed to provide a basis for termination of
Employees employment under the provision so indicated.

(b)     Termination
Date shall mean (i) if Employees employment is terminated by his death, the
date of his death (ii) if Employees employment is terminated pursuant to
Section 5.1 hereof as a result of Employees total disability, on the date such
Notice of Termination is given, (iii) if Employees employment is terminated
pursuant to Section 5.2 hereof, the date on which such Notice of Termination is
received; (iv) if Employees employment is terminated pursuant to Section 5.3
or Section 5.4 hereof, thirty (30) days from the date on which such Notice of
Termination is received; and (v) if Employees employment is terminated
pursuant to Section 5.5 hereof, six (6) months from the date on which such
Notice of Termination is received.

Section 6. Compensation
Upon Termination or During Disability.

6.1     Incapacity.  During any period in which Employee fails to
perform his duties hereunder as a result of incapacity due to physical or
mental injury or illness, Employee shall continue to receive for the coverage
period under the then applicable Short Term Disability program maintained by
the Company, his then current full Base Salary and earned Bonus, offset by any
benefits received under the Companys Short Term Disability program for such
period. Following the completion of the Short Term Disability coverage period,
Employee will be eligible for benefits under the then applicable Long Term
Disability program, plus any supplemental disability benefits under an
executive program offered by the Company in which the Employee has elected to
participate, at his cost

6.2     Termination
by Company Due to Death or Total Disability.  If Employees employment is terminated pursuant to Section 5.1
due to death or total disability, the Company shall pay Employee his then
current full Base Salary and earned Bonus through the Termination Date and such
other benefits as are otherwise vested and due to Employee as of the
Termination Date.  Upon a termination
pursuant to Section 5.1, stock options, to the extent vested and exercisable as
of the Termination Date, will be exercisable by the Employees beneficiary as
per the 1997 Amended and Restated Incentive Compensation Plan.  Upon a termination pursuant to Section 5.1,
all restrictions on all awarded restricted stock shall lapse immediately prior
to such Termination Date.

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6.3     Termination
by Company Due to Cause. If Employees employment is terminated pursuant
to Section 5.2 (Cause), the Company shall pay Employee his then current full
Base Salary through the Termination Date and such other benefits as otherwise
vested and due to Employee as of the Termination Date.

6.4     Discretionary
Termination by Company or Termination by Employee for Good Reason.  In the event the Company terminates
Employees employment pursuant to Section 5.3 hereof, or Employee terminates
his employment for Good Reason pursuant to Section 5.4 hereof, the Company
shall have fully discharged their obligations to Employee by providing Employee
the Base Salary (pursuant to Section 3.1) and earned Bonus (pursuant to Section
3.3, except any restricted stock component of the bonus payment will be paid in
cash not restricted stock and the bonus will be paid as earned at the
termination date, not at the end of the 6 month period.) for a period of six
(6) months. In addition, Company shall provide Employee with six (6) months of
continued health and welfare benefit plan coverage following the Termination
Date at active employee levels and active employee cost (which shall be
considered part of any continuation coverage or conversion rights required by
COBRA or any other applicable law provided that Employee applies for COBRA
continuation and remains eligible for COBRA benefits).  In addition, any stock options granted to
Employee hereunder prior to such termination that vest in the next six (6)
months after the termination date shall become fully vested and nonforfeitable
as of the Termination Date.  Such
options shall remain exercisable as per the 1997 Amended and Restated Incentive
Compensation Plan. Upon a termination pursuant to Section 5.3 or 5.4 hereof,
all restrictions on all awarded restricted stock shall lapse immediately prior
to such Termination Date. Notwithstanding the foregoing if Employee breaches or
violates any of the covenants contained in Section 8 the Company may cease
paying the termination benefits

6.5     Termination
by Employee for No Good Reason.  If
Employee terminates pursuant to Section 5.5 (No Good Reason), the Company
shall pay Employee his then current full Base Salary through the Termination
Date and such other benefits as otherwise vested and due to Employee as of the
Termination Date.

6.6     Change
of Control.  Following a Change of
Control of the Company, if a termination by the Company without Cause or by the
Employee for Good Reason occurs within twelve (12) months following the Change
of Control, or if the Employee elects to voluntarily resign in the thirty (30)
day period following the six (6) month anniversary of the Change of Control,
the Employee shall receive the amounts and benefits provided in Section 6.3
above, except for it being for a twelve (12) month period and that the Base
Salary and earned Bonus amounts shall be paid in a single lump sum payment
within thirty (30) days following the Employees Termination Date. For purposes
of this Section 6.4, Change of Control is defined as the acquisition by any
person or entity not a 10% stockholder as of the Effective Date of at least
fifty (50) percent ownership in the voting equity of the Company.  Notwithstanding the foregoing if Employee breaches
or violates any of the covenants contained in Section 8 the Company may cease
paying the termination benefits.  Upon a
termination pursuant to Change of Control all restrictions on all awarded
restricted stock shall lapse immediately prior to such Termination Date.

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6.7     No
Mitigation.  Employee shall not be
required to mitigate the amount of any payment provided for in this Section 6
by seeking other employment or otherwise and any amounts earned from such
alternate employment, if any, shall not reduce the amounts otherwise payable by
the Company hereunder.

6.8     Release.  As a condition of receiving any termination
benefits contained in this Section 6 (except payment of salary through the
Termination Date) Employee shall sign and return a general release in a form
acceptable to the Company.

Section
7.  Representations.

7.1  Of
Employee.  Employee represents and
warrants to the Company that (a) his execution, delivery and performance of
this Agreement do not and will not conflict with, violate, or constitute a
breach of or default under any provision of law or regulation applicable to him
or any provision of any agreement, contract or other instrument to which he is
a party or otherwise bound; (b) this Agreement constitutes the legal, valid and
binding obligation of Employee, enforceable against Employee in accordance with
its terms; and (c) he has not received any legal advice contrary to his
representations or warranties set forth in this Section 7.1.

7.2  Of
the Company.  The Company represents
and warrants to Employee that (a) this Agreement has been duly executed and
delivered by the Company; (b) the execution, delivery and performance of this
Agreement by the Company has been duly authorized by all necessary corporate
action; (c) this Agreement constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms;
(d) the execution, delivery and performance of this Agreement by the Company do
not and will not conflict with, violate, or constitute a breach of the Articles
of Incorporation or By-laws of the Company or any of its affiliates or
subsidiaries or any law or regulation applicable to the Company or any of its
subsidiaries; and (e) the Company has not received any legal advice contrary to
the Companys representations and warranties set forth in this Section 7.2.

Section
8.  Protection of Confidential
Information; Non-Competition.

8.1  Confidentiality
and Non-Disclosure.  The Employee
acknowledges that the Employees services will be unique, that they will
involve the development of Company relationships with key customers, suppliers,
and service providers as well as with key Company employees and that the
Employees work for the Company will give the Employee access to highly
confidential information not available to the public or competitors, including
trade secrets and confidential marketing, sales, product development and other
data and information which it would be impracticable for the Company to
effectively protect and preserve in the absence of this Section 8 and the
disclosure or misappropriation of which could materially adversely affect the
Company.  Accordingly, the Employee
agrees:

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(a)  except in the course of performing the
Employees duties provided for in Section 1, Employee shall not at any time,
whether before, during or after the Employees employment with the Company, to
divulge to any other entity or person any confidential information acquired by
the Employee concerning the Companys or its subsidiaries or affiliates
financial affairs or business processes or methods or their research,
development or marketing programs or plans, or any other of its or their trade
secrets.   In the event that the
Employee is requested or required to make disclosure of information subject to
this Section 8.1 under any court order, subpoena or other judicial process,
then, except as prohibited by law, the Employee will promptly notify the
Company, take all reasonable steps requested by the Company to defend against
the compulsory disclosure and permit the Company to control with counsel of its
choice any proceeding relating to the compulsory disclosure.  The Employee acknowledges that all
information, the disclosure of which is prohibited by this section, is of a
confidential and proprietary character and of great value to the Company and
its subsidiaries and affiliates.

(b)  to deliver promptly to the Company on
termination of the Employees employment with the Company, or at any time that
the Company may so request, any memoranda, notes, records, reports, manuals,
drawings, software, electronic/digital media records, blueprints and other
documents (and all copies thereof) relating to the Companys (and its
subsidiaries and affiliates) business and all property associated therewith
including electronic equipment, which the Employee may then possess or have
under the Employees control.

8.2  Non-Competition.  In consideration of the Companys entering
into this Agreement, the Employee agrees that at all times during the Term and
thereafter for the time period described hereinbelow, the Employee shall not,
directly or indirectly, for Employee or on behalf of or in conjunction with,
any other person, company, partnership, corporation, business, group, or other
entity (each, a Person):

(a)  until the first anniversary of the
Termination Date, Employee will not directly or indirectly engage in or be
connected with (as an officer, director, partner, owner, employee, creditor or
otherwise) any business that is a competitor of Inforte ;

(b)  until the first anniversary of the
Termination Date, (i) discuss with any Person who is, at such Termination Date
or who was during the six (6) month period preceding the Termination Date,
engaged in activity on behalf of the Company or any subsidiary or affiliate of
the Company for the purpose or with the intent of enticing such Person to cease
such activity on behalf of the Company or such subsidiary or affiliate; or (ii)
solicit, induce, or attempt to induce any Customer of the Company to cease
doing business in whole or in part with or through the Company or a subsidiary
or affiliate or otherwise provide any services to any Customer of the Company,
or to do business with or otherwise provide any services to any Competitor.

For purposes of this
Agreement, Competitor means a person or entity who or which is engaged in a
material line of business conducted by the Company as of the Termination
Date.

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8.3  Remedies.  If the Employee commits a breach or threatens to breach any of
the provisions of Section 8.1 or 8.2 hereof, the Company shall have the right
and remedy to have the provisions of this Agreement specifically enforced by
injunction or otherwise by any court having jurisdiction, it being acknowledged
and agreed that any such breach will cause irreparable injury to the Company in
addition to money damage and that money damages alone will not provide a
complete or adequate remedy to the Company, it being further agreed that such
right and remedy shall be in addition to, and not in lieu of, any other rights
and remedies available to the Company under law or in equity.

8.4  Severability.  If any of the covenants contained in
Sections 8.1, 8.2 or 8.3, or any part thereof, hereafter are construed to be
invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full effect, without regard to the
invalid portions.  The period during
which the prohibitions of Section 8.2 are in effect shall be extended by any
period or periods during which the Employee is in violation of Section 8.2. If
any of the covenants contained in Sections 8.1 or 8.2, or any part thereof, are
held to be unenforceable, the parties agree that the court making such
determination shall have the power to revise or modify such provision to make
it enforceable to the maximum extent permitted by applicable law and, in its
revised or modified form, said provision shall then be enforceable.  The parties hereto intend to and hereby
confer jurisdiction to enforce the covenants contained in Sections 8.1, 8.2 and
8.3 upon the courts of any state within the geographical scope of such
covenants.  In the event that the courts
of any one or more of such states shall hold such covenants wholly
unenforceable by reason of the breadth of such covenants or otherwise, it is
the intention of the parties hereto that such determination not bar or in any
way affect the Companys right to the relief provided above in the courts of
any other states within the geographical scope of such covenants as to breaches
of such covenants in such other respective jurisdictions, the above covenants
as they relate to each state being for this purpose severable into diverse and
independent covenants.

8.5  Marketing
Scientists.  Notwithstanding the
provisions of this Section 8 to the contrary, Employee shall be permitted to
continue his involvement as a Board member with the research arm of Marketing
Scientists and any related book rights and any other related activities, as set
forth is a separate agreement between the Company and Employee, dated January
28, 2004, addressing the understanding between the Company and Employee with
respect to certain items relating to Marketing Scientists.

Section
9.  Intellectual Property

9.1  Notwithstanding
and without limiting the provisions of Section 8, but subject to the terms of
the separate agreement between the Company and Employee, dated January 28,
2004, addressing the understanding between the Company and Employee with
respect to certain items relating to Marketing Scientists,  the Company shall be the sole owner of all
the products and proceeds of the Employees services hereunder, including, but
not limited to, all materials, ideas, concepts, formats, suggestions,
developments, arrangements, packages, programs and other intellectual
properties that the Employee may acquire, obtain, develop or create in
connection with or during the Term, free and clear of any claims by the
Employee (or anyone claiming

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under the Employee) of
any kind or character whatsoever (other than the Employees right to receive
payments hereunder), the Employee shall, at the request of the Company, execute
such assignments, certificates or other instruments as the Company may from
time to time deem necessary or desirable to evidence, establish, maintain,
perfect, protect, enforce or defend its right, title or interest in or to any
such properties.

Section
10.  Miscellaneous.

10.1  Binding
Effect.  This Agreement shall inure
to the benefit of and shall be binding upon Employee and his executor,
administrator, heirs, personal representative and assigns, and the Company and
its successors and assigns; provided, however, neither party hereto shall be
entitled to assign this Agreement or any of its rights, or delegate any of its
duties hereunder (except, in the case of Employee, customary delegation of
authority not inconsistent with this Agreement; and except, in the case of the
Company, to any person or entity acquiring all or substantially all of the
assets of the Company or to any entity controlling, controlled by or under common
control with the Company), hereunder without the prior written consent of the
other party.

10.2  Indemnification.  The Company shall indemnify Employee to the
maximum extent permitted by the Companys articles of incorporation, by-laws, and
Board resolutions, but in any event only to the extent permitted by Delaware
law in force at the time indemnification is claimed.  It shall be a condition of the obligation of the Company that
Employee fully cooperates in his own and the Companys defense of any
Proceeding.

10.3  Governing
Law.  This Agreement shall be deemed
to be made in, and in all respects shall be interpreted, construed and governed
by and in accordance with, the laws of the State of Illinois.  The parties hereto agree that the state or
federal courts in the State of Illinois shall have personal jurisdiction over
them with respect to all matters arising from or with respect to this
Agreement.  Such courts shall be the
exclusive forum for the resolution of any matter or controversy arising from or
with respect to this Agreement.  Service
of a summons and complaint concerning any such matter or controversy may, in
addition to any other lawful means, be effected by sending a copy of such
summons and complaint by certified mail to the party to be served as specified
in Section 10.5 hereof.

10.4  Headings.  The section and subsection headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.

10.5  Notices.  Unless otherwise agreed to in writing by the
Parties hereto, all communications provided for hereunder shall be in writing
and shall be deemed to be given when delivered if delivered in person or by
telecopy or five (5) business days after being sent by first-class mail,
registered or certified, return receipt requested, with proper postage prepaid,
and

| | (a) | If to Employee, addressed to:                            | 
| | --- | -------------------------------------------------------- | 
| |     | Mr. David Sutton
  3352 Kilby Place
  Atlanta, GA  30327 | 

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| |     |                                                                                                                    | 
| | --- | ------------------------------------------------------------------------------------------------------------------ | 
| | (b) | If to the Company, addressed to:                                                                                   | 
| |     |                                                                                                                    | 
| |     | Inforte Corp.
  150 N. Michigan Avenue
  Suite 3400Chicago, Illinois  60601
  Attention: Chief Financial
  Officer | 
| |     |                                                                                                                    | 
| |     | With copy to :                                                                                                     | 
| |     |                                                                                                                    | 
| |     | Foley and Lardner
  312 N. Clark
  Suite 2800
  Chicago, Illinois 60610
  Attention: Ed Mason                      | 

or to such other person or address as shall be
furnished in writing by either party to the other as provided for above prior
to the giving of the applicable notice or communication.

10.6  Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

10.7  Entire
Agreement.  This Agreement is
intended by the parties to be the final expression of their agreement with
respect to the subject matter hereof and is the complete and exclusive
statement of the terms thereof, notwithstanding any representations, statements
or agreements to the contrary heretofore made. 
This Agreement may be modified only by a written instrument signed by
each of the parties hereto.

10.8  Severability.  All provisions of this Agreement are
severable from one another, and the unenforceability or invalidity of any
provision of this Agreement shall not affect the validity or enforceability of
the remaining provisions of this Agreement; provided, however, that should any
judicial body interpreting this Agreement deem any provision to be unreasonably
broad in time, territory, scope or otherwise, the Company and Employee intend
for the judicial body, to the greatest extent possible, to reduce the breadth
of the provision to the maximum legally allowable parameters rather than
deeming such provision totally unenforceable or invalid.

10.9  Waiver.
The waiver by either the Company or Employee of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach of the same provision by the other party or a waiver of a
breach of another provision of this Agreement by the other party.  No waiver or modification of any provision
of this Agreement shall be valid unless in writing and duly executed by the
party to be charged with the waiver or modification.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

| |  | Company       
| |  | ----------------
| |  |                 
| |  |                 
| |  | Inforte
  Corp. 
| |  |                 
| |  |                 
| |  | By:             
| |  |                 
| |  |                 
| |  | Print Name:     
| |  |                 
| |  |                 
| |  | Title:          
| |  |                 
| |  |                 
| |  |                 
| |  | Employee      
| |  |                 
| |  | /s/ David Sutton
| |  |                 
| |  | David Sutton    
| |  |                 

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Exhibit A

2004 Bonus Plan

Objectives of Bonus Plan
 Bonus will be based on annual revenue growth and operating margin performance
at the end of the year.  Credit is given
for all growth (providing firm is profitable overall).  Bonus credit escalates with increased levels
of revenue growth and margin.  The
attached bonus table outlines the bonus for various revenue and margin
performance levels:

*

Bonus Calculation

| | Revenue growth will be calculated by comparing
  Infortes total reported net revenue (revenue before expense reimbursements)
  for 2004 with the Base Revenue.  The
  Base Revenue is defined as Infortes net reported 2003 revenue plus the
  annualized revenue of any company Inforte may acquire in 2003 or 2004.  The annualized revenue of an acquired
  company will be calculated as four (4) times the forecast (as modeled by
  Infortes management team in its valuation of the acquisition target and
  agreed by Infortes Board of directors) of the acquired companys net revenue
  performance in its first quarter as a combined entity with Inforte.  To the extent, Inforte acquires a company
  in 2004 the annualized revenue of that company shall be pro-rated to reflect
  the calendar time remaining in 2004. 
  All revenue will be reported using Infortes standard revenue
  recognition rules.  Below are some
  examples of how the Base Revenue calculation will work.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | No Acquisition  Inforte reports net revenue of $32
  million in 2003.  In this scenario,
  $32 million becomes the Base Revenue and will be compared against Infortes
  total reported net revenue for 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | Acquisition in 2003  Inforte reports net revenue of
  $32 million in 2003.  Inforte acquires
  a company in the fourth quarter of 2003 that generated $3 million of net
  revenue in that quarter.  However, for
  various reasons (which may include things such as anticipated integration
  issues or the closing of unprofitable practice areas), the management team
  projects that the company will generate $2 million of net revenue in the
  first quarter of 2004.  The Base
  Revenue becomes $40 million ($32 million plus $2 million annualized) and will
  be compared against Infortes total reported net revenue for 2004.                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | * Indicates that material has been omitted and
  confidential treatment has been requested therefor. All such omitted material
  has been filed separately with the SEC pursuant to Rule 24b-2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|                     | Acquisition in 2004  Inforte reports net revenue of
  $32 million in 2003.  Inforte acquires
  a company on March 31, 2004, and the management team projects that the
  company will generate $2 million of net revenue in the second quarter of
  2004.  The Base Revenue becomes $38
  million ($32 million plus $2 million for three quarters) and will be compared
  against Infortes total reported net revenue for 2004.                      
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    | Operating margin will be defined as Infortes GAAP
  reported operating margin.                                                                                                                                                                                                                                                                                                                                                                       
|                    | The operating margin will be calculated including
  the expense of your and all other bonus amounts.                                                                                                                                                                                                                                                                                                                                                  
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Bonus Payment Method
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    | The bonus will be paid quarterly based upon
  quarterly estimates of annual revenue growth and operating margin
  performance.  The revenue portion of
  the calculation for quarterly payment will be based upon year over year
  revenue growth in the given quarter for that quarter.  The operating margin portion of the
  calculation for quarterly payment will be defined as Infortes GAAP reported
  operating margin for the given quarter.
|                    | The quarterly bonuses will be paid on the following
  dates:                                                                                                                                                                                                                                                                                                                                                                                          
|*                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    | *percent of the bonus will be paid out
  as restricted stock  the number of shares of restricted stock granted will
  be calculated as follows:*of the
  revenue bonus attainment multiplied by *divided by
  the market price one day prior to grant date.  Restricted stock will be governed by Infortes Restricted Stock
  Agreement which will reflect the following vesting schedule:                                                          

| | Vesting Date               |  | Percentage of granted shares for which all restrictions lapse | 
| | -------------------------- |  | ------------------------------------------------------------- | 
| |                            |  |                                                               | 
| | 1 year after
  grant date  |  | *                                                             | 
| |                            |  |                                                               | 
| | 2 years
  after grant date |  | *                                                             | 
| |                            |  |                                                               | 
| | 3 years
  after grant date |  | *                                                             | 

| | There are no sale restrictions on the granted
  restricted stock once vested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | *percent of the quarterly bonus for the
  first three quarters of the year will be held back until the end of the
  year in case Inforte experiences any significant revenue and/or margin shortfalls
  in the remainder of the year.  At the
  end of the year, Inforte will calculate the finalized bonus based upon
  Infortes actual 2004 revenue growth and operating margin performance, and
  Inforte will pay the difference between the finalized bonus amount and the
  sum of quarterly bonus payments previously made in the year.

* Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.

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|                   | For 2004 Employee will be guaranteed a minimum bonus
  payment of*paid in
  quarterly amounts in cash on the payment dates specified above.  The Employee must be an employee of record
  on the payment date to receive the payment.                                                                                                                     
|------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                                                                                                                           
|Miscellaneous Rules
|                    |                                                                                                                                                                                                                                                                                                                                                           
|                   | Inforte reserves the right to reclaim prior bonus
  payments made to the extent any revenue and/or margin shortfall cannot be
  offset by the amounts being held back.                                                                                                                                                                                  
|                    |                                                                                                                                                                                                                                                                                                                                                           
|                   | Inforte reserves the right to reclaim all quarterly
  bonus payments made under the 2004 Bonus Plan in the event you voluntarily
  terminate your employment, other than for Good Reason (as defined in the
  Employment Agreement entered into between the Company and the Employee, dated
  December 1, 2003), with Inforte prior to January 31, 2005.





* Indicates that
material has been omitted and confidential treatment has been requested
therefor. All such omitted material has been filed separately with the SEC
pursuant to Rule 24b-2.

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