Exhibit
10.7

       

      ASSET
PURCHASE AGREEMENT

       

      AGREEMENT
(this “Agreement”) dated
as of July 22, 2008 between MSCI Inc., a Delaware corporation (“Buyer”), and Morgan Stanley
& Co. Incorporated, a Delaware corporation (“Seller”).

       

      W
I T N E S S E T H :

       

      WHEREAS,
Buyer conducts a business which provides investment decision support tools used
by institutional investors (the “Business”);

       

      WHEREAS,
Seller and/or certain of its Affiliates, own certain furniture, equipment and
fixtures used in the conduct of the Business;

       

      WHEREAS,
Seller desires to sell, and cause it Affiliates to sell, to Buyer (or its
designees) substantially all of the furniture, equipment and fixtures used
primarily in the Business, and Buyer desires to purchase all such furniture,
equipment and fixtures of the Business from Seller and such Affiliates, upon the
terms and subject to the conditions hereinafter set forth;

       

      The
parties hereto agree as follows:

       

       

      ARTICLE
1

      Definitions

       

      Section
1.01.  Definitions.  (a) As used
herein, the following terms have the following meanings:

       

      “Affiliate” means, with respect
to any Person, any other Person that directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with,
such first Person.  “Control” (and any form
thereof, including “Controlled
by”) means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.

       

      “Applicable Law” means, with
respect to any Person, any federal, state or local law (statutory, common or
otherwise), constitution, treaty, convention, ordinance, code, rule, regulation,
order, injunction, judgment, decree, ruling or other similar requirement
enacted, adopted, promulgated or applied by a Governmental Authority that is
binding upon or applicable to such Person, as amended unless expressly specified
otherwise.

       

      “Bill of Sale” means the Bill
of Sale and Assignment Agreement in the form attached as Exhibit A and dated
as of the Closing Date among Seller, Buyer and the other Seller
Entities.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Business Day” means a day,
other than Saturday, Sunday or other day on which commercial banks in New York,
New York are authorized or required by Applicable Law to close.

       

      “Closing Date” means the date
of the Closing.

       

      “Governmental Authority” means
any transnational, domestic or foreign federal, state or local, governmental
authority, department, court, agency or official, including any political
subdivision thereof.

       

      “Person” means an individual,
corporation, partnership, limited liability company, association, trust or other
entity or organization, including a Governmental Authority.

       

      “Seller Entities” means,
collectively, the Seller and its Affiliates that own Purchased
Assets.

       

      (b)        Each
of the following terms is defined in the Section set forth opposite such
term:

       

      
        	
                Term

              	
                Section

              
	
                Agreement

              	
                Preamble

              
	
                Allocation

              	
                2.02

              
	
                Business

              	
                Recitals

              
	
                Buyer

              	
                Preamble

              
	
                Closing

              	
                2.03

              
	
                e-mail

              	
                7.01

              
	
                Purchase
      Price

              	
                2.02

              
	
                Purchased
      Assets

              	
                2.01

              
	
                Seller

              	
                Preamble

              
	 
      	 
      


      

      Section
1.02.  Other
Definitional and Interpretative Provisions.  The words
“hereof”, “herein” and “hereunder” and words of like import used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.  References to Articles, Sections, Exhibits and
Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement
unless otherwise specified.  All Exhibits and Schedules annexed hereto
or referred to herein are hereby incorporated in and made a part of this
Agreement as if set forth in full herein.  Any capitalized terms used
in any Exhibit or Schedule but not otherwise defined therein, shall have the
meaning as defined in this Agreement.  Any singular term in this
Agreement shall be deemed to include the plural, and any plural term the
singular.  Whenever the words “include”, “includes” or “including” are
used in this Agreement, they shall be deemed to be followed by the words
“without limitation”, whether or not they are in fact followed by those words or
words of 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      like
import.  “Writing”, “written” and comparable terms refer to printing,
typing and other means of reproducing words (including electronic media) in a
visible form.  References to any agreement or contract are to that
agreement or contract as amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof; provided that with respect
to any agreement or contract listed on any schedules hereto, all such
amendments, modifications or supplements must also be listed in the appropriate
schedule.  References to any Person include the successors and
permitted assigns of that Person.  References from or through any date
mean, unless otherwise specified, from and including or through and including,
respectively.  References to “law”, “laws” or to a particular statute
or law shall be deemed also to include any and all Applicable Law.

       

       

      ARTICLE
2

      Purchase
and Sale

       

      Section 2.01.  Purchase and
Sale.  Except as otherwise provided below, upon the terms and
subject to the conditions of this Agreement, Buyer agrees to purchase from the
Seller Entities and Seller agrees to sell, convey, transfer, assign and deliver,
or cause each other Seller Entity to sell, convey, transfer, assign and deliver,
to Buyer (or its designees) at the Closing, on an AS IS, WHERE IS basis, all of
Sellers’ and such other Seller Entity’s right, title and interest in, to the
assets referenced on Schedule 2.01 (the “Purchased Assets”) and all
rights, claims, credits, causes of action or rights of set-off against third
parties relating to or arising from the Purchased Assets, including unliquidated
rights under manufacturers’ and vendors’ warranties.

       

      Section
2.02.  Purchase
Price.  The purchase price for the Purchased Assets (the “Purchase Price”) is $3,518,035.29 in
cash.  The Purchase Price shall be paid as provided in Section 2.03.

       

      Section
2.03.  Closing.  The
closing (the “Closing”)
of the purchase and sale of the Purchased Assets hereunder shall take place at
the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New
York at such time or place as Buyer and Seller may agree.  At the
Closing:

       

      (a)        Buyer
shall deliver to Seller the Purchase Price in immediately available funds by
wire transfer to an account of Seller with a bank in New York City designated by
Seller, by notice to Buyer, not later than two Business Days prior to the
Closing Date (or if not so designated, then by certified or official bank check
payable in immediately available funds to the order of Seller in such amount).

       

      (b)        Seller
and Buyer shall enter into, and Seller shall cause the other Seller Entities to
enter into, the Bill of Sale and, subject to the provisions hereof,


       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      Seller
shall, and shall cause the other Seller Entities to, deliver to Buyer such
deeds, bills of sale, endorsements, consents, assignments and other good and
sufficient instruments of conveyance and assignment as the parties and their
respective counsel shall deem reasonably necessary to vest in Buyer all right,
title and interest in, to and under the Purchased Assets.

       

       

      ARTICLE
3

      Tax
Matters

       

      Section
3.01.  Transfer
Taxes.  All excise, sales, use, value added, registration
stamp, recording, documentary, conveyancing, franchise, property, transfer,
gains and similar taxes, levies, charges and fees incurred in connection with
the transactions contemplated by this Agreement shall be borne by
Buyer.

       

       

      ARTICLE
4

      Representations
and Warranties of Seller

       

      Seller
represents and warrants to Buyer as of the date hereof and as of the Closing
Date that:

       

      Section
4.01.  Corporate Existence and
Power.  Seller is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all corporate powers and all governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted.

       

      Section
4.02.  Corporate
Authorization.  The execution, delivery and performance by
Seller of this Agreement and the consummation of the transactions contemplated
hereby are within Seller’s corporate powers and have been duly authorized by all
necessary corporate action on the part of Seller.  This Agreement
constitutes a valid and binding agreement of Seller.

       

      Section
4.03.  Governmental
Authorization.  The execution, delivery and performance by
Seller of this Agreement and the consummation of the transactions contemplated
hereby require no action by or in respect of, or filing with, any Governmental
Authority.

       

      Section
4.04.  Noncontravention.  The execution, delivery and performance by
Seller of this Agreement and the consummation of the transactions contemplated
hereby do not and will not (i) violate the certificate of incorporation or
bylaws of Seller, (ii) violate any Applicable Law, (iii) require any consent or
other action by any Person under, or constitute a default under, any provision
of any agreement or other instrument binding upon such Seller or (iv) violate
any judgment, decree or order applicable to such Seller.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
5

      Representations
and Warranties of Buyer

       

      Buyer
represents and warrants to Seller as of the date hereof and as of the Closing
Date that:

       

      Section
5.01.  Corporate Existence and
Power.  Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all corporate powers and all governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted.

       

      Section
5.02.  Corporate
Authorization.  The execution, delivery and performance by
Buyer of this Agreement and the consummation of the transactions contemplated
hereby are within the corporate powers of Buyer and have been duly authorized by
all necessary corporate action on the part of Buyer.  This Agreement
constitutes a valid and binding agreement of Buyer.

       

      Section
5.03.  Governmental
Authorization.  The execution, delivery and performance by
Buyer of this Agreement and the consummation of the transactions contemplated
hereby require no action by or in respect of, or filing with, any Governmental
Authority.

       

      Section
5.04.  Noncontravention.  The
execution, delivery and performance by Buyer of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (v)
violate the certificate of incorporation or bylaws of Buyer, (vi) violate any
Applicable Law, (vii) require any consent or other action by any Person under,
or constitute a default under, any provision of any agreement or other
instrument binding upon such Buyer or (viii) violate any judgment, decree or
order applicable to such Buyer.

       

       

      ARTICLE
6

      Covenants
of Buyer and Seller

       

      Buyer and
Seller agree that:

       

      Section
6.01.  Reasonable Best Efforts; Further
Assurance.  Subject to the terms and conditions of this
Agreement, Buyer and Seller will use their reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary or desirable under Applicable Law to consummate the transactions
contemplated by this Agreement.  Seller and Buyer agree to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other actions as may be necessary or desirable in order to consummate
or implement expeditiously the transactions contemplated by this Agreement and
to vest in Buyer good title to the Purchased Assets.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      Section
6.02.  Public
Announcements.  The parties agree to consult with each other
before issuing any press release or making any public statement with respect to
this Agreement or the transactions contemplated hereby and, except for any press
releases and public statements the making of which may be required by Applicable
Law or any listing agreement with any national securities exchange, will not
issue any such press release or make any such public statement prior to such
consultation.

       

       

      ARTICLE
7

      Miscellaneous

       

      Section
7.01.  Notices.  All
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long
as a receipt of such e-mail is requested and received) and shall be
given,

       

      if to
Buyer, to:

       

      MSCI
Inc.

      88 Pine
Street

      New York,
NY 10005

      Attn:
Frederick W. Bogdan, General Counsel

      Facsimile:
(212) 804-2906

       

      if to
Seller, to:

       

      Morgan
Stanley & Co., Incorporated

      1585
Broadway

      New York,
NY 10036

      Attn:
Martin M. Cohen, Director of Company Law

      Facsimile:
(212) 507-3334

       

      with a
copy to:

      


      Davis Polk
& Wardwell

      450
Lexington Avenue

      New York,
NY 10017

      Attn: John
A. Bick

      Facsimile:
(212) 450-3500

       

      or such
other address or facsimile number as such party may hereafter specify for the
purpose by notice to the other parties hereto.  All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day in the place of
receipt.  Otherwise, any such notice, request or 

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      communication
shall be deemed not to have been received until the next succeeding Business Day
in the place of receipt.

       

      Section
7.02.  Survival.  The
representations and warranties of the parties hereto contained in this Agreement
shall survive the Closing.

       

      Section
7.03.  Amendments
and Waivers.  (a)  Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement, or in the
case of a waiver, by the party against whom the waiver is to be
effective.

       

      (b)        No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

       

      Section
7.04.  Expenses.  Except
as otherwise provided herein, all costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or
expense.

       

      Section
7.05.  Successors
and Assigns.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that no party may
assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the consent of each other party hereto.

       

      Section
7.06.  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the law of the State of New York, without regard to the
conflicts of law rules of such state.

       

      Section
7.07.  Jurisdiction.  The
parties hereto agree that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be brought in the United
States District Court for the Southern District of New York or any New York
State court sitting in New York City, so long as one of such courts shall have
subject matter jurisdiction over such suit, action or proceeding, and that any
cause of action arising out of this Agreement shall be deemed to have arisen
from a transaction of business in the State of New York, and each of the parties
hereby irrevocably consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient
forum.  Process in any such suit, action or proceeding may be served
on any party 

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      anywhere
in the world, whether within or without the jurisdiction of any such
court.  Without limiting the foregoing, each party agrees that service
of process on such party as provided in Section 7.01
shall be deemed effective service of process on such party.

       

      Section
7.08.  WAIVER OF
JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

       

      Section
7.09.  Counterparts;
Effectiveness; Third Party Beneficiaries.  This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.  This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by the other party
hereto. Until and unless each party has received a counterpart hereof signed by
the other party hereto, this Agreement shall have no effect and no party shall
have any right or obligation hereunder (whether by virtue of any other oral or
written agreement or other communication).  No provision of this
Agreement is intended to confer any rights, benefits, remedies, obligations, or
liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.

       

      Section
7.10.  Entire
Agreement.  This Agreement and the Bill of Sale constitute the
entire agreement between the parties with respect to the subject matter of
hereof and thereof and supersede all prior agreements and understandings, both
oral and written, between the parties with respect to such subject
matter.

       

      Section
7.11.  Bulk Sales
Laws.  Buyer and Seller each hereby waive compliance by Seller
with the provisions of the “bulk sales,” “bulk transfer” or similar laws of any
state.

       

      Section
7.12.  Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other Governmental Authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon such a determination, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

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

       

      
        	
                MSCI
      INC.

                 

              	 
	
                By:

              	
                /s/
      Gary Retelny

              	 
	 
      	
                Name:

              	
                Gary
      Retelny

              	 
	 
      	
                Title:

              	
                Corporate
      Secretary and Chief Administrative Officer

              	 


      

      


      


      
        	
                MORGAN
      STANLEY & CO. INCORPORATED

                 

              	 
	
                By:

              	
                /s/
      Martin M. Cohen

              	 
	 
      	
                Name:

              	
                Martin
      M. Cohen

              	 
	 
      	
                Title:

              	
                Managing
      Director

              	 


      

      


      


      


      [signature
page to Asset Purchase Agreement]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      Schedule
2.01

       

      MSCI

       

      ASSET
PURCHASE FROM MORGAN STANLEY

       

      
        	
                
                  Seller:  MS
      Financing Inc.

                

              	
                
                  Asset
      Description

                

              	 	
                
                  Purchase
      Price

                

              	 
	
                Purchaser:  MSCI
      Inc.

              	
                Computer
      equipment (67 PCs) installed at 88 Pine Street, New York

              	 	 	201,260.15	 
	
                Desks
      installed at 88 Pine Street, New York

              	 	 	333,742.68	 
	
                Audio
      visual equipment installed at 88 Pine street, New York

              	 	 	72,046.76	 
	 
      	 
      	 	 	 	 
	 
      	
                Grand
      Total -all at 2nd and 3rd floors 88 Pine Street, New York

              	 	 	607,049.59	 
	 
      	 
      	 	 	 	 


      

      


      
        	
                
                  Seller:  MS
      Financing Inc.

                

              	
                
                  Asset
      Description

                

              	 	
                
                  Purchase
      Price

                

              	 
	
                Purchaser:  Barra
      Inc.

              	
                Leasehold
      improvement on the 3rd floor of 88 Pine street, New
      York.  Including carpets, office walls, decorating and cabling
      installed

              	 	 	1,766,302.46	 
	 
      	 	 	 	 
	 
      	
                Grand
      Total -all on 3rd floor 88 Pine Street, New York

              	 	 	1,766,302.46	 
	 
      	 
      	 	 	 	 


      

      


      
        	
                
                  Seller:  Morgan
      Stanley & Co. Incorporated

                

              	
                
                  Asset
      Description

                

              	 	
                
                  Purchase
      Price

                

              	 
	
                Purchaser:  Barra
      Inc.

              	
                Computer
      servers installed in 2100 Milvia Street, Berkeley,
    California

              	 	 	418,831.94	 
	
                Furniture
      on 3rd floor of 2100 Milvia Street, Berkeley, California

              	 	 	9,355.46	 
	
                70
      PCs installed in 555 California Street San Francisco and 2100 Milvia
      Street, Berkeley California

              	 	 	209,001.21	 
	
                Telecom
      equipment installed in 2100 Milvia Street, Berkeley,
      California

              	 	 	150,069.64	 
	 
      	 
      	 	 	 	 
	 
      	
                Grand
      Total

              	 	 	787,258.25	 
	 
      	 
      	 	 	 	 


      

      


      
        	
                
                  Seller:
      Morgan Stanley

                  UK
      Group

                

              	
                
                  Asset
      Description

                

              	 	
                
                  Purchase
      Price

                

              	 
	
                Purchaser:  MSCI
      Limited

              	
                Cabling
      in London office

              	 	 	32,297.53	 
	
                Office
      construction

              	 	 	63,999.63	 
	
                Security
      configuration

              	 	 	46,660.81	 
	 
      	 	 	 	 
	 
      	
                Grand
      Total - all at 3rd
      floor, 75 King William Street, London, England

              	 	 	142,957.97	 
	 
      	 
      	 	 	 	 


      

      


      
        	
                
                  Seller:  Morgan
      Stanley Services (UK) Limited

                

              	
                
                  Asset
      Description

                

              	 	
                
                  Purchase
      Price

                

              	 
	
                Purchaser:  MSCI
      Limited

              	
                Computer
      equipment - 56 PCs

              	 	 	70,374.20	 
	
                Furniture
      in 75 King William Street office

              	 	 	47,848.55	 
	
                Audiovisual
      equipment

              	 	 	33,408.74	 
	 
      	 
      	 	 	 	 
	 
      	
                Grand
      Total - all at 3rd
      floor, 75 King William Street, London, England

              	 	 	151,631.49	 
	 
      	 
      	 	 	 	 


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                
                  Seller:  Morgan
      Stanley Australia Finance Limited

                

              	
                
                  Asset
      Description

                

              	 	
                
                  Purchase
      Price

                

              	 
	
                Purchaser:  MSCI
      Australia Pty Limited

              	
                Computer
      Equipment: - 4 PCs

              	 	 	9,020.11	 
	
                Furniture
      in Sydney office of MSCI  on Level 9, 1 Castlereagh
      Street

              	 	 	12,403.41	 
	
                PBX
      in the Sydney office

              	 	 	41,412.01	 
	 
      	 
      	 	 	 	 
	 
      	
                Grand
      Total  - all at Level 9, 1 Castlereagh Street, Sydney,
      Australia

              	 	 	62,835.53	 


      

      


      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
A

       

      BILL
OF SALE AND ASSIGNMENT AGREEMENT

       

      THIS BILL
OF SALE AND ASSIGNMENT (this “Bill of Sale”) dated as of
July 31, 2008 between Morgan Stanley & Co. Incorporated, a Delaware
corporation (“Seller”),
MSCI INC., a Delaware corporation (“Buyer”) and the other persons
listed on the signature pages hereto (together with Seller, the “Seller
Entities”).

       

      W
I T N E S S E T H :

       

      WHEREAS, Buyer and Seller have
concurrently herewith consummated the purchase by Buyer of the Purchased Assets
pursuant to the terms and conditions of the Asset Purchase Agreement dated July
22, 2008 between Buyer and Seller, (the “Asset Purchase Agreement”;
terms defined in the Asset Purchase Agreement and not otherwise defined herein
being used herein as therein defined);

      


      NOW, THEREFORE, in consideration of the
sale of the Purchased Assets and in accordance with the terms of the Asset
Purchase Agreement, the parties hereto agree as follows:

      


      1.     (a)
 Each Seller Entity does hereby, effective as of the Closing, convey, sell,
transfer, grant, assign and deliver unto Buyer and its successors and assigns,
forever, all of such Seller Entity’s right, title and interest in, to and under
the Purchased Assets listed opposite such Seller Entity’s name on Schedule 2.01
of the Asset Purchase Agreement, subject to the terms and conditions of the
Asset Purchase Agreement.

       

      (b)    Buyer
does hereby accept all the right, title and interest of each Seller Entity in,
to and under all of such Purchased Assets (except as aforesaid).

       

      2.      This
Bill of Sale is subject to all of the terms, conditions and limitations set
forth in the Asset Purchase Agreement.  All the Purchased Assets,
sold, transferred, assigned, conveyed and delivered hereunder are being sold,
transferred, assigned, conveyed and delivered to Buyer in an “AS IS, WHERE IS
CONDITION AND WITH ALL FAULTS” on the date hereof, subject to all latent and
patent defects.  THE SELLER ENTITIES MAKE NO REPRESENTATIONS OR
WARRANTIES AS TO THE PURCHASED ASSETS, INCLUDING AS TO THEIR PHYSICAL CONDITION,
USABILITY, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.

       

       

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

       

      3.      In
the event that any provision of this Bill of Sale is constructed to conflict
with a provision in the Asset Purchase Agreement, the provision in the Asset
Purchase Agreement shall be deemed to be controlling.

       

      4.      This
Bill of Sale shall be governed by and construed in accordance with the law of
the State of New York, without regard to the conflicts of law rules of such
state

       

      5.      This
Bill of Sale may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.

       

      


       

      [signatures
appear on following page]

       

       

       

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

       

       

      IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.

       

       

      
        	
                MSCI
      INC.

                 

              	 
	
                By:

              	 
      	 
	 
      	
                Name:

              	 
      	 
	 
      	
                Title:

              	 
      	 


      

      


      


      
        	
                MORGAN
      STANLEY & CO. INCORPORATED

                 

              	 
	
                By:

              	 
      	 
	 
      	
                Name:

              	 
      	 
	 
      	
                Title:

              	 
      	 
	 	 	 	 
	 	 	 	 
	[THE
      OTHER SELLER ENTITIES]	 


      

      


      


             

      


      [signature
page to Bill of Sale]

    

     

     

     

    A-3