ADDENDUM TO THE MANAGEMENT AND CONSULTING AGREEMENT

This Addendum to the Management and Consulting  Agreement  ("Agreement") is made
and  entered   into  on  May  28,  2002   ("Effective   Date")  by  and  between
FinancialContent,  Inc., a Delaware corporation ("Company") and SharpManagement,
LLC, a Delaware LLC  ("SharpManagement").  Any previously  executed Addendums to
the Management and Consulting  Agreement between the parties are hereby null and
void.

Whereas,  the Company and  SharpManagement  executed a Management and Consulting
Agreement  ("Agreement")  on May  17,  2000,  whereby  SharpManagement  provided
services to the Company in  exchange  for a monthly fee and common  stock of the
Company;

Whereas,  the one-year term under the Agreement expired on January 10, 2001, and
wanting to continue the relationship,  the Company and SharpManagement  executed
an Addendum to Management and Consulting  Agreement which extended the Agreement
for one year and restated the compensation payable to SharpManagement;

Whereas,  the  Addemendum  to Management  and  Consulting  Agreement  expired on
January 10, 2002, and  SharpManagement  has continued to provide services to the
Company  under the  Addendum  and the  Company  has  continued  to  accept  such
services;

Whereas,  the Company and SharpManagement  desire to extend the Agreement for an
additional one-year term subject to the restated terms set forth below:

Now   therefore,   in   consideration   duly  noted  herein,   the  Company  and
SharpManagement (collectively the "Parties") agree as follows:

All terms and conditions of the Agreement  (attached hereto) entered into on May
17,  2000,  shall be adopted  and shall be given  continuity  to this  Addendum,
excluding  the terms and  conditions  under  paragraphs  2 and 4, and Exhibit A,
which shall be modified as follows:

2.       Compensation. The Company shall pay SharpManagement $5,000.00 per month
         for the term of the one-year  extension  period  retroactive to January
         10, 2002..............

4.       Term.  This Addendum shall begin with the Effective Date of January 10,
         2002 and shall continue for one year from such date. The term shall not
         automatically renew.............

Exhibit A.

DESCRIPTION OF SERVICES


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Responsibilities  as CSO.  Shaw  shall  have all  responsibilities  as the Chief
Strategy Officer of the Company. These responsibilities shall include, but shall
not be limited to, the following:

Shaw shall assist in setting overall objectives, approving plans and programs of
operation,  shall  advise on matter of  mergers,  acquisitions,  consolidations,
financing,  and shall advise on and assist with  formulating  general  operating
policies.

..................

Company:                                    SharpManagement:
FinancialContent, Inc.                      533 Airport Blvd., Suite 400
199 California Drive, Suite 207             Burlingame, CA 94010
Millbrae, CA 94030


By: /s/ Wing Yu                     By: /s/ Wilfred Shaw
    ----------------------              ---------------------------------
        Wing Yu, CEO                        Wilfred Shaw, Managing Member