<PAGE>
                                                                     EXHIBIT 2.4



**Confidential portions have been omitted pursuant to a request for confidential
treatment and have been filed separately with the Securities and Exchange
Commission (the "Commission").**

                             CONFIDENTIAL TREATMENT

                        ASSET SALE AND PURCHASE AGREEMENT

                                     BETWEEN

          MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, AS SELLER

                                       AND

                    FT INTERACTIVE DATA CORPORATION, AS BUYER

            RELATING TO SELLER'S SECURITIES PRICING SERVICE BUSINESS
<PAGE>
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                                   Page No.

<S>               <C>                                                                                              <C>
ARTICLE I             CERTAIN DEFINITIONS.......................................................................      1

ARTICLE II            PURCHASE AND SALE OF ASSETS...............................................................      7

         2.01     Purchase Price................................................................................      7
         2.02     Delivery of Purchase Price....................................................................      7
         2.03     Sale and Purchase of the Acquired Assets......................................................      8

ARTICLE III           CLOSING...................................................................................      8

         3.01     Actions to be Taken at Closing................................................................      8
         3.02     Interdependence...............................................................................      9
         3.03     Time and Place of Closing.....................................................................      9

ARTICLE IV            REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF SELLER.....................................     10

         4.01     Organization and Good Standing................................................................     10
         4.02     Authority.....................................................................................     10
         4.03     Authorizations................................................................................     10
         4.04     No Conflicts..................................................................................     10
         4.05     Compliance with Applicable Laws...............................................................     10
         4.06     Contracts.....................................................................................     10
         4.07     Equipment.....................................................................................     11
         4.08     Financial Information.........................................................................     11
         4.09     Finder's Fees and Commissions.................................................................     11
         4.10     Intellectual Property.........................................................................     11
         4.11     Litigation and Claims.........................................................................     11
         4.12     Permits.......................................................................................     12
         4.13     Recent Conduct of the Business................................................................     12
         4.14     Taxes.........................................................................................     12
         4.15     Title to Tangible Assets......................................................................     12
         4.16     Employee Benefit Plans; ERISA.................................................................     13
         4.17     Employment Arrangements.......................................................................     13
         4.18     No Material Change............................................................................     13
         4.19     Absence of Certain Customer Changes...........................................................     13

ARTICLE V             REPRESENTATIONS AND WARRANTIES OF BUYER...................................................     13

         5.01     Organization and Good Standing................................................................     14
         5.02     Authority.....................................................................................     14
</TABLE>

                                      -i-
<PAGE>
<TABLE>
<S>               <C>                                                                                              <C>
         5.03     Authorizations................................................................................     14
         5.04     No Conflicts..................................................................................     14
         5.05     Finder's Fees and Commissions.................................................................     14
         5.06     Available Funds...............................................................................     14
         5.07     Litigation and Claims.........................................................................     14

ARTICLE VI            COVENANTS.................................................................................     14

         6.01     Additional Documents..........................................................................     14
         6.02     Bulk Transfer Laws............................................................................     15
         6.03     Confidentiality...............................................................................     15
         6.04     Tax Matters...................................................................................     16
         6.05     Efforts to Close..............................................................................     17
         6.06     Expenses......................................................................................     17
         6.07     Operation of the Business Prior to Closing....................................................     17
         6.08     Removal of Acquired Assets....................................................................     18
         6.09     Tax Records...................................................................................     18
         6.10     Employee Matters..............................................................................     18
         6.11     Collection of Accounts Receivable and Remittance of Payments Received.........................     19
         6.12     Access to Books and Records...................................................................     20
         6.13     Customer Notification.........................................................................     20
         6.14     Notice of Developments........................................................................     20
         6.15     Delivery of Acquired Assets after the Effective Time..........................................     21
         6.16     Non-Compete...................................................................................     21
         6.17     Confidentiality Agreements....................................................................     22
         6.18     Seller Invoiced Contracts.....................................................................     22
         6.19     Regulation S-X Financial Statements...........................................................     22

ARTICLE VII           CONDITIONS TO SELLER'S OBLIGATION TO CLOSE................................................     22

         7.01     Buyer's Representations and Warranties True...................................................     22
         7.02     Performance of Buyer's Obligations............................................................     23
         7.03     Authorizations/Waiting Periods................................................................     23
         7.04     No Injunction/Order...........................................................................     23
         7.05     Lapse of Customer Notification Period.........................................................     23

ARTICLE VIII          CONDITIONS TO BUYER'S OBLIGATION TO CLOSE.................................................     23

         8.01     Seller's Representations and Warranties True..................................................     23
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>               <C>                                                                                              <C>
         8.02     Performance of Seller's Obligations...........................................................     23
         8.03     Authorizations/Waiting Periods................................................................     23
         8.04     No Injunction/Order...........................................................................     24
         8.05     Lapse of Customer Notification Period.........................................................     24

ARTICLE IX            INDEMNIFICATION AND ARBITRATION...........................................................     24

         9.01     Survival of Representations, Warranties, Covenants and Agreements.............................     24
         9.02     Indemnification by Seller.....................................................................     24
         9.03     Indemnification by Buyer......................................................................     26
         9.04     Dispute Resolution............................................................................     27
         9.05     Limitations...................................................................................     28
         9.06     Termination of Indemnification................................................................     29

ARTICLE X             TERMINATION...............................................................................     29

         10.01    Termination...................................................................................     29
         10.02    Procedure and Effect of Termination...........................................................     29

ARTICLE XI            MISCELLANEOUS.............................................................................     30

         11.01    Amendment and Modification....................................................................     30
         11.02    Waiver of Compliance..........................................................................     30
         11.03    No Third-Party Beneficiaries..................................................................     30
         11.04    Notices.......................................................................................     30
         11.05    Exhibits and Schedules; Incorporation by Reference............................................     31
         11.06    Successors and Assigns........................................................................     31
         11.07    Entire Agreement..............................................................................     31
         11.08    Severability..................................................................................     31
         11.09    Captions......................................................................................     31
         11.10    Counterparts..................................................................................     31
         11.11    Governing Law.................................................................................     32
         11.12    Jurisdiction and Service of Process...........................................................     32
         11.13    Waiver of Jury Trial..........................................................................     32
</TABLE>

                                     -iii-
<PAGE>
         This is an ASSET SALE AND PURCHASE AGREEMENT ("Agreement"), dated as of
December 31st 2001, by and between Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a Delaware corporation ("Seller"), and FT Interactive Data
Corporation, a Delaware corporation ("Buyer"). Each of Seller and Buyer may
hereinafter be referred to as a "Party," or collectively, as "Parties."

         This Agreement sets forth the terms and conditions upon which Seller
will sell and transfer to Buyer, and Buyer will purchase and accept from Seller,
the Acquired Assets and the Assumed Liabilities (each as hereinafter defined).

In consideration of the mutual agreements contained in this Agreement, and
intending to be legally bound by this Agreement, the Parties to this Agreement
agree as follows:

                                   ARTICLE I

                               CERTAIN DEFINITIONS

1.01     "ACQUIRED ASSETS" means the following assets of the Business:

         (a)      the Books and Records;

         (b)      obligations, claims, rights and benefits of Seller arising
                  after the Effective Time pursuant to any Contract;

         (c)      the Equipment;

         (d)      goodwill exclusively related to the Business not otherwise
                  specifically identified in this Agreement;

         (e)      subject to the license to be granted pursuant to the Data and
                  Software License and Services Agreement, the Intellectual
                  Property and the Documentation;

         (f)      all Licenses;

         (g)      all rights, claims, and causes of action to the extent
                  relating to the Acquired Assets or Assumed Liabilities
                  including rights of defense, setoff or counterclaim;

         (h)      the other assets identified on Schedule 1.01; and

         (i)      the aluminum frame of the professional trade show exhibition
                  booth used by Seller in the Business.(1)

         Notwithstanding the above, the Acquired Assets do not include any of
         the Excluded Assets.

1.02     "ACTION" means any claim, action, litigation, suit, arbitration,
         mediation, or any proceeding by or before any mediator or Governmental
         Entity, or any subpoena, or demand preliminary to any of the foregoing.

         (1) Amended on January 31, 2002.
<PAGE>
1.03     "AFFILIATE" means, with respect to a Person, another Person that
         directly, or indirectly through one or more intermediaries, Controls,
         or is Controlled by, or is under common Control with, such Person.

1.04     "ANTITRUST LAWS" means the HSR Act and all other statutes, rules,
         regulations, orders, decrees, administrative and judicial doctrines,
         and other laws (whether national, foreign, federal, state, provincial,
         local or other) that are designed or intended to prohibit, restrict or
         regulate actions having the purpose or effect of monopolization or
         restraint of trade.

1.05     "ASSUMED LIABILITIES" means the following liabilities, whether known or
         unknown, accrued or contingent, direct or indirect:

         (a)      all liabilities arising out of or related to the operation of
                  the Business or ownership of the Acquired Assets after the
                  Effective Time (for the avoidance of doubt, nothing in this
                  Section 1.05(a) shall relieve Seller from any liabilities
                  arising from its obligations under any other Transaction
                  Document);

         (b)      all liabilities for Taxes arising out of or related to the
                  operation of the Business or ownership of the Acquired Assets
                  after the Effective Time; and

         (c)      all post-Effective Time liabilities of Seller pursuant to any
                  Contract assigned hereunder, but excluding any liability or
                  obligation relating to or arising out of any such Contract as
                  a result of the failure of Seller to obtain the consent of any
                  third party as set forth on Schedule 4.04 to assign any
                  Contract being assigned hereunder or any breach by Seller of
                  any such Contract occurring at any time prior to the Effective
                  Time; provided, however, that the term "Assumed Liabilities"
                  shall in no event include any of Seller's accounts payable.

1.06     "ASSUMPTION AGREEMENT AND BILL OF SALE" means that agreement in a form
         reasonably acceptable to both Buyer and Seller, to be executed by Buyer
         and Seller as of the Effective Time, dealing with the assumption by
         Buyer of the Assumed Liabilities and the assignment by Seller of the
         Contracts and the other Acquired Assets.

1.07     "AUTHORIZATION" means any legally required consent, authorization,
         approval, order, license, certificate or permit of or from, or
         declaration or filing with, any Governmental Entity including, without
         limitation, any legally required filing with any Governmental Entity
         and the subsequent expiration of any legally required waiting period
         under any Antitrust Laws.

1.08     "BOOKS AND RECORDS" means all personnel records, customer invoices,
         customer lists, supplier lists, price lists, operating, production and
         other manuals, quality procedures and other documents, records and
         files owned by Seller at the Closing Date that relate to, or are used
         in connection with, the Business and the Acquired Assets, but only to
         the extent that they are segregable from the books and records of
         Seller that do not relate to the Acquired Assets; provided, however,
         that after the Closing Date, Buyer shall have access to any Books and
         Records that are not segregable from the books and records of Seller
         that relate to the Acquired Assets and the Business in accordance with
         the provisions of Section 6.12.

1.09     "BUSINESS" means those activities conducted by Seller's Securities
         Services Division that are referred to as the "Securities Pricing
         Service."

                                      -2-
<PAGE>
1.10     "BUSINESS DAY" means any day on which commercial banks in New York City
         are open for business providing substantially all services offered by
         such banks.

1.11     "CLOSING" means the closing of the transactions contemplated by this
         Agreement in accordance with the terms and upon the conditions set
         forth in this Agreement.

1.12     "CLOSING DATE" means the date on which the Closing occurs, as provided
         in Section 3.03 of this Agreement.

1.13     "CODE" means the Internal Revenue Code of 1986, as amended.

1.14     "CONTRACTS" means the contracts and agreements set forth on Schedule
         1.14.

1.15     "CONTROL" means, with respect to a Person, the ownership by another
         Person of greater than 50% of the income or voting interests of such
         Person, or such other arrangement as constitutes the direct or indirect
         ability to direct the management, affairs or actions of such Person.

1.16     "COPYRIGHTS" means all copyright rights in the Merrill Lynch Code and
         any pending applications and registrations therefor, along with any and
         all rights of enforcement with respect thereto, including all rights to
         sue or recover for the past, present and future infringement thereof,
         and any and all choses in action related thereto.

1.17     "DATA AND SOFTWARE LICENSE AND SERVICES AGREEMENT" means the data and
         software license and services agreement to be entered into between
         Seller and Buyer at the Closing Date, in the form attached as Exhibit
         1.17.

1.18     "DOCUMENTATION" means any written documents or other written materials,
         which, to the Knowledge of Seller, are in the Seller's possession and
         which were created or prepared exclusively in the development of the
         Intellectual Property, including research reports, invention
         disclosures, procedures, drawings, plans, annotations to computer
         software, manuals, memoranda and notes and engineering, technical,
         research and development data.

1.19     "DOJ" means the United States Department of Justice.

1.20     "EFFECTIVE TIME" means 11:59:59 p.m.(2) Eastern Time on the Closing
         Date.

1.21     "EQUIPMENT" means those capital assets set forth on Schedule 1.21.

1.22     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

1.23     "ERISA AFFILIATE" means any Person that is or has been in the six year
         period ending on the Closing Date treated as a single employer with the
         Seller under Sections 414(b), (c), (m) or (o) of the Code or Section
         4001(b)(1) of ERISA.

1.24     "EXCLUDED ASSETS" means any and all assets not expressly listed as
         Acquired Assets, whether or not used in the Business. By way of
         clarification, and not of limitation, Buyer acknowledges that the
         following assets are Excluded Assets:

         (a)      all rights of Seller under the Transaction Documents;

         (2) Amended on January 31, 2002.

                                      -3-
<PAGE>
         (b)      the minute books from the meetings of the board of directors
                  and stockholders of Seller, the stock records of Seller and
                  Seller's corporate seal;

         (c)      the names Merrill Lynch & Co., Inc., Merrill Lynch, Pierce,
                  Fenner & Smith Incorporated, Merrill Lynch and the Merrill
                  Lynch "Bull" logo, whether in logo, type design or any other
                  style or design, and any name or mark derived from or
                  including any of the foregoing;

         (d)      Seller's interest in its employee welfare, benefit or other
                  similar plans;

         (e)      all cash, cash equivalents, securities and negotiable
                  instruments of Seller on hand, in lock boxes, in financial
                  institutions or elsewhere;

         (f)      all books and records prepared solely in connection with the
                  sale of the Assets, including offers received from prospective
                  purchasers of the Acquired Assets and any information relating
                  solely to such offers;

         (g)      any of Seller's books and records, the disclosure of which
                  would violate applicable law or agreements binding on Seller
                  that are not being assigned to Buyer;

         (h)      any records that relate primarily to the foregoing or that
                  relate primarily to any Excluded Liabilities and, if also
                  relating to the Acquired Assets or the Assumed Liabilities,
                  that are not segregable from those relating to the foregoing
                  or the Excluded Liabilities; provided, however, that after the
                  Closing Date, Buyer shall have access to certain of such
                  records in accordance with the provisions of Section 6.12;

         (i)      all rights of defense, set-off or counterclaim relating to any
                  Excluded Liabilities;

         (j)      all supply contracts relating to the Business to which Seller
                  is a party;

         (k)      All trade accounts receivable and rights to receive payments
                  to the extent arising from the conduct of the Business before
                  the Closing Date, including any rights of the Seller with
                  respect to third party collection proceedings or any other
                  Actions which have been commenced in connection therewith; and

         (l)      all proceeds of any of the foregoing.

1.25     "EXCLUDED LIABILITIES" means all of the liabilities of Seller that are
         not Assumed Liabilities.

1.26     "FINANCIAL INFORMATION" means the information described or set forth in
         Schedule 1.26.

1.27     "FTC" means the United States Federal Trade Commission.

1.28     "GOVERNMENTAL ENTITY" means any arbitrator, court, judicial,
         administrative or regulatory agency, commission, department, board or
         bureau or body or other governmental authority or instrumentality, or
         any Person or entity exercising executive, judicial, regulatory or
         administrative functions of or pertaining to government, whether
         national, foreign, federal, state, provincial, local or other.

1.29     "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
         1976 (as amended).

1.30     "INTELLECTUAL PROPERTY" means the Copyrights and the Trade Secrets.

                                      -4-
<PAGE>
1.31     "IRS" means the United States Internal Revenue Service.

1.32     "KNOWLEDGE OF" means, whether or not capitalized, in the case of each
         of Seller and Buyer, the actual knowledge, after reasonable review of
         appropriate records and reasonable inquiry of appropriate employees of
         Seller, of the persons named on Schedule 1.32.

1.33     "LICENSES" means all licenses, permits, franchises, approvals and
         authorizations (including applications therefor) listed on Schedule
         1.33.

1.34     "MANAGEMENT" means created in the ordinary course of business according
         to industry standards and Seller's policies and practices including
         internal allocations of costs and expenses.

1.35     "MATERIAL" and its variations when capitalized mean, with respect to an
         event, circumstance or condition, that such event, circumstance or
         condition, individually or in the aggregate, has a material adverse
         effect upon the assets, financial condition or operations of the
         Business taken as a whole, other than effects resulting from general
         economic changes, changes in the securities industry generally, changes
         resulting from the announcement of the transactions contemplated by
         this Agreement or changes resulting from disclosure of the identity of
         the Buyer.

1.36     "MERRILL LYNCH CODE" means the VM Pricing Delivery System, Model
         Pricing System, Unix/Cornerstone II and Pricing Models software
         products, each as further described in Schedule 1.36, and each in
         object and Source Code (as such term is defined in the Data and
         Software License and Services Agreement), together with the customer
         output file layouts contained in the book designated as the `SPS
         Formats and Appendices'.

1.37     "ML FIXED INCOME OUTPUT LICENSE" means the license to be entered into
         at the Closing Date between Seller and Buyer, substantially in the form
         attached as Exhibit 1.37.

1.38     "PERMITTED LIENS" means (a) liens for taxes, assessments and
         governmental charges not yet due and payable or being contested in good
         faith; (b) liens expressly set forth in the Financial Information as
         securing specific liabilities; (c) those liens set forth on Schedule
         1.38, which do not and could not reasonably be expected to,
         individually or in the aggregate have a material adverse effect on the
         Acquired Assets and (d) other imperfections of title, security
         interests, liens, pledges, claims, charges or options, if any, which do
         not and could not reasonably be expected to, individually or in the
         aggregate, have a material adverse effect on the Acquired Assets.

1.39     "PERSON" means (as the context requires) an individual, a corporation,
         a partnership, an association, a trust, a limited liability company or
         other entity or organization, including a Governmental Entity.

1.40     "REAL ESTATE LICENSES" means the real estate licenses to be entered
         into at the Closing Date between Seller and Buyer relating to 570
         Washington Street, 101 Hudson Street and 95 Greene Street, each
         substantially in the form attached as Exhibit 1.40.

1.41     "SELLER PLAN" means any plan, fund, program, policy, arrangement,
         contract or commitment which is (a) an employee pension benefit plan
         (as defined in ERISA Section 3(2)), (b) an employee welfare benefit
         plan (as defined in ERISA Section 3(1)) or (c) an incentive or deferred
         compensation benefit or other benefit arrangement which Seller (or its
         Affiliate) sponsors, maintains or contributes to and under which
         Continuing Employees participate.

1.42     "STRADDLE PERIOD" means any taxable period beginning before and ending
         after the Closing Date.

                                      -5-
<PAGE>
1.43     "TAX" and "TAXES" means all national, foreign, federal, state,
         provincial, local or other taxes, fees, levies, duties or other
         assessments or charges of whatever kind (including without limitation
         income, sales, use, transfer, excise, stamp, property, value added,
         recording, registration, intangible, documentary, goods and services,
         real estate, sales, payroll, gains, gross receipts, withholding, and
         franchise taxes) imposed by the United States or any state, county or
         local government, subdivision or agency thereof, or any other
         jurisdiction outside the United States together with any interest,
         penalties, or additions payable in connection with such taxes, fees,
         levies, duties or other assessments or charges.

1.44     "TRADE SECRETS" means the trade secrets, if any, used exclusively in
         connection with the Merrill Lynch Code.

1.45     "TRANSACTION DOCUMENTS" means collectively: (a) this Agreement; (b) the
         Assumption Agreement and Bill of Sale; (c) the Transitional Services
         Agreement; (d) the Data and Software License and Services Agreement;
         (e) the ML Fixed Income Output License and (f) the Real Estate
         Licenses. The phrase "the consummation of the transactions contemplated
         by this Agreement" or such similar phrases includes the execution,
         delivery and performance of these Transaction Documents.

1.46     "TRANSITIONAL SERVICES AGREEMENT" means the agreement, in the form
         attached as Exhibit 1.46 between Buyer and Seller, dealing with the
         short-term provision of certain transitional services related to the
         Business for Buyer by Seller and/or Seller's Affiliates.

1.47     "TRANSITIONAL SERVICES PERIOD" means the period during which Seller
         will provide Buyer with the transitional services contemplated by the
         Transitional Services Agreement.

1.48     "UNITED STATES" means the fifty states that comprise the United States
         of America.

1.49     OTHER DEFINITIONS. Other terms defined in this Agreement, and the
         location where they are defined are:

                                    LOCATION

<TABLE>
<S>                                                                             <C>
          "AGREEMENT".......................................................    Preamble
          "ALLOCATION ARBITER"..............................................    Section 2.01(b)
          "ASSET ACQUISITION STATEMENT".....................................    Section 2.01(b)
          "BUYER"...........................................................    Preamble
          "BUYER BASKET"....................................................    Section 9.05(c)(i)
          "BUYER'S ASSERTION"...............................................    Section 9.02(b)
          "CLAIM"...........................................................    Section 9.04(a)
          "CONFIDENTIALITY AGREEMENT".......................................    Section 6.03(a)
          "CONFIDENTIAL INFORMATION"........................................    Section 6.03(e)
          "CONSUMMATION OF TRANSACTIONS CONTEMPLATED
           BY THIS AGREEMENT"...............................................    Section 1.45
          "CONTINUING EMPLOYEES"............................................    Section 6.10(a)
          "CUSTOMER NOTIFICATION"...........................................    Section 6.13
          "IDCO"............................................................    Section 6.19
          "JAMS RULES"......................................................    Section 9.04(d)
          "LOSSES"..........................................................    Section 9.02(a)
          "MATTER"..........................................................    Section 11.05
          "NON-DESIGNATED PAYMENT"..........................................    Section 6.11(c)

</TABLE>

                                      -6-
<PAGE>

<TABLE>
<S>                                                                             <C>
          "NON-DESIGNATED PAYMENT THRESHOLD AMOUNT".........................    Section 6.11(c)
          "PARTY"/"PARTIES".................................................    Preamble
          "PURCHASE PRICE"..................................................    Section 2.01
          "RESTRICTED PERIOD"...............................................    Section 6.16(a)
          "RESTRICTIVE COVENANTS"...........................................    Section 6.16(b)
          "SELLER"..........................................................    Preamble
          "SELLER'S ASSERTION"..............................................    Section 9.03(b)
          "TAX RECORDS".....................................................    Section 6.9
          "1933 ACT"........................................................    Section 6.19
</TABLE>

                                   ARTICLE II

                           PURCHASE AND SALE OF ASSETS

2.01     PURCHASE PRICE.

         (a)      The purchase price (the "Purchase Price") for the Acquired
                  Assets and the obligations of Seller under Section 6.16 shall
                  be $48,000,000 plus the assumption of the Assumed Liabilities.

         (b)      Within 180 days after the Closing Date, Buyer will provide to
                  Seller copies of IRS form 8594 and any required exhibits
                  thereto (the "Asset Acquisition Statement"). Within 30 days
                  after the receipt of such Asset Acquisition Statement, Seller
                  will propose to Buyer any changes to such Asset Acquisition
                  Statement (and in the event no such changes are proposed in
                  writing to Buyer within such time period, Seller will be
                  deemed to have agreed to, and accepted, the Asset Acquisition
                  Statement). Buyer and Seller will attempt in good faith to
                  resolve any differences with respect to the Asset Acquisition
                  Statement within 30 days after Buyer's receipt of written
                  notice of changes from Seller. If Seller has proposed a change
                  to the Asset Acquisition Statement, and Buyer and Seller have
                  acted in good faith to resolve any differences with respect to
                  items on the Asset Acquisition Statement and thereafter are
                  unable resolve any differences that, in the aggregate, are
                  material in relation to the Purchase Price, then any remaining
                  disputed matters will be finally and conclusively determined
                  by a mutually acceptable, nationally recognized independent
                  accounting firm that does not then have a relationship with
                  any of the Parties (the "Allocation Arbiter"). Promptly, but
                  not later than 15 days after its acceptance of appointment
                  hereunder, the Allocation Arbiter will determine only those
                  matters in dispute and will render a written report as to the
                  disputed matters which report shall be final, binding and
                  conclusive upon the Parties. To the extent that the Purchase
                  Price is adjusted after the Closing Date, the parties agree to
                  revise and amend IRS form 8594 in the same manner and
                  according to the same procedure. Buyer and Seller shall,
                  subject to the requirements of any applicable tax law or
                  election, file all Tax Returns and reports consistent with the
                  Asset Acquisition Statement and, if applicable, the
                  determination of the Allocation Arbiter, except that neither
                  party shall be unreasonably impeded in their ability and
                  discretion to negotiate, compromise and/or settle any Tax
                  audit, claim or similar proceedings. The fees and expenses of
                  the Allocation Arbiter shall be borne equally by Seller and
                  Buyer.

2.02     DELIVERY OF PURCHASE PRICE. In accordance with the terms and upon the
         conditions of this Agreement, and in consideration of the sale of the
         Acquired Assets to Buyer by Seller, at the Closing, Buyer will deliver
         to Seller the Purchase Price in immediately available funds by wire
         transfer to an account or accounts specified by Seller.

                                      -7-
<PAGE>
2.03     SALE AND PURCHASE OF THE ACQUIRED ASSETS. In accordance with the terms
         and upon the conditions of this Agreement, at the Closing, Seller will
         sell, convey, assign, transfer and deliver to Buyer the Acquired Assets
         and Assumed Liabilities, and Buyer will purchase, acquire, accept and
         assume, the Acquired Assets and Assumed Liabilities.

                                  ARTICLE III

                                     CLOSING

3.01     ACTIONS TO BE TAKEN AT CLOSING. At the Closing, the following actions
         will be taken:

         (a)      Seller will deliver to Buyer, duly executed, the following:

                  (i)      a copyright assignment, in a customary and mutually
                           acceptable form for the assignment of the Copyrights;

                  (ii)     an electronic copy and a hard copy of the Merrill
                           Lynch Code;

                  (iii)    a certificate from Seller in a form reasonably
                           acceptable to Seller and Buyer to the effect that the
                           warranties and representations set forth in Article
                           IV of this Agreement are true and correct in all
                           material respects as of the Closing with the same
                           force and effect as if made on and as of such date,
                           except (x) for representations and warranties
                           qualified by materiality or the term "Material" (in
                           which case such representations and warranties shall
                           be true and correct in all respects) and (y) to the
                           extent such representations and warranties expressly
                           speak as of an earlier date (in which case such
                           representations and warranties shall be true and
                           correct in all respects, or in all material respects,
                           as the case may be, as of such earlier date), and
                           that all commitments required by this Agreement to be
                           performed by Seller prior to Closing have been
                           performed in all material respects by Seller; and

                  (iv)     such other documents as are, in the reasonable
                           opinion of counsel for Seller and Buyer, necessary or
                           desirable to transfer the Assumed Liabilities and
                           Acquired Assets to Buyer.

         (b)      Buyer will deliver to Seller the following:

                  (i)      a duly executed certificate from Buyer, in a form
                           reasonably acceptable to Seller and Buyer to the
                           effect that the warranties and representations set
                           forth in Article V of this Agreement are true and
                           correct in all material respects as of the Closing
                           with the same force and effect as if made on and as
                           of such date, except (x) for representations and
                           warranties, qualified by materiality (in which case
                           such representations and warranties shall be true and
                           correct in all respects) and (y) to the extent such
                           representations and warranties expressly speak as of
                           an earlier date (in which case such representations
                           and warranties shall be true and correct in all
                           respects, or in all material respects, as the case
                           may be, as of such earlier date), and that all
                           commitments required by this Agreement to be
                           performed by Buyer prior to Closing, except for those
                           which, individually or in the aggregate, will not
                           have a material adverse effect on this Agreement or
                           the transactions contemplated by this Agreement, have
                           been performed by Buyer;

                                      -8-
<PAGE>
                  (ii)     the Purchase Price, delivered as described in Section
                           2.02; and

                  (iii)    such other documents as are, in the reasonable
                           opinion of counsel for Seller and Buyer, necessary or
                           desirable to transfer the Assumed Liabilities and
                           Acquired Assets to Buyer.

         (c)      Unless otherwise executed and delivered by Buyer and Seller
                  prior to the Closing, Seller and Buyer concurrently will duly
                  execute and deliver to each other:

                  (i)      a certificate of its Secretary or an Assistant
                           Secretary of incumbency for all officers executing
                           the Transaction Documents and any other documents
                           contemplated by the Transaction Documents;

                  (ii)     the Assumption Agreement and Bill of Sale;

                  (iii)    the Transitional Services Agreement;

                  (iv)     the Data and Software License and Services Agreement;

                  (v)      the ML Fixed Income Output License; and

                  (vi)     the Real Estate Licenses.

3.02     INTERDEPENDENCE. The transfers and deliveries described in this Article
         III are mutually interdependent and are to be regarded as occurring
         simultaneously as of the Effective Time. Unless agreed to in writing by
         Seller and Buyer, no such transfer or delivery will become effective
         until all other transfers and deliveries provided for in this Article
         III have also become effective.

3.03     TIME AND PLACE OF CLOSING. The Closing will take place at the offices
         of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New
         York 10166, as soon as practicable and, in any event, not later than
         five Business Days after the satisfaction or waiver of all of the
         conditions to Closing set forth in Articles VII and VIII, or at such
         other date and place as Seller and Buyer agree.

                                      -9-
<PAGE>
                                   ARTICLE IV

              REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF SELLER

         Seller represents and warrants that the following are true and correct
as of the date of this Agreement.

4.01     ORGANIZATION AND GOOD STANDING. Seller is a corporation duly
         incorporated, validly existing, and in good standing under the laws of
         the State of Delaware, with full corporate power to own and sell the
         Acquired Assets and to conduct the Business as presently conducted by
         it.

4.02     AUTHORITY. Seller has all necessary corporate power and authority to
         execute and deliver the Transaction Documents and to consummate the
         transactions contemplated by the Transaction Documents. All corporate
         actions and proceedings on the part of Seller that are necessary to
         approve and authorize the execution and delivery of the Transaction
         Documents and the consummation of the transactions contemplated by the
         Transaction Documents have occurred, and, assuming proper execution and
         delivery by Buyer, this Agreement is enforceable against Seller in
         accordance with its terms and the other Transaction Documents will be
         enforceable against Seller in accordance with their terms upon proper
         execution and delivery to Buyer.

4.03     AUTHORIZATIONS. No Authorization is needed by Seller for the execution,
         delivery, or performance of this Agreement and the consummation of the
         transactions contemplated by this Agreement, except as set forth in
         Schedule 4.03 or where the failure to obtain such Authorization will
         not have a material adverse effect on this Agreement or the
         consummation of the transactions contemplated by this Agreement.

4.04     NO CONFLICTS. The execution, delivery and performance of the
         Transaction Documents by Seller and the consummation by Seller of the
         transactions contemplated by the Transaction Documents will not, with
         or without the giving of notice or passage of time, or both, violate
         any law, rule or regulation or order, judgment or decree binding on
         Seller and will not result in a breach of any term of the certificate
         of incorporation or by-laws of Seller or result in a breach of, or
         constitute a default under, any contract, agreement or other instrument
         to which Seller is a party, including, without limitation, the
         Contracts, except as set forth in Schedule 4.04 or where not Material.

4.05     COMPLIANCE WITH APPLICABLE LAWS. Except as set forth in Schedule 4.05
         or where not Material, the Business is being and has been conducted in
         compliance with all statutes, laws, ordinances, rules, orders and
         regulations applicable to the Business and the Acquired Assets.

4.06     CONTRACTS. Except as set forth in Schedule 4.06(a), each written
         Contract is in full force and effect and is enforceable in accordance
         with its terms against Seller and, to the Knowledge of Seller, against
         the other parties thereto **THE CONFIDENTIAL PORTION HAS BEEN SO
         OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
         FILED SEPARATELY WITH THE COMMISSION.**. Except as set forth in
         Schedule 4.06(b), or where not Material, Seller has performed all
         obligations required to be performed by it to date under the written
         Contracts and neither Seller, nor, to the Knowledge of Seller, any
         other party thereto, is (with or without the lapse of time or the
         giving of notice, or both) in breach or default under the written
         Contracts. Except as set forth on Schedule 4.06(c), since **THE
         CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
         COMMISSION.** and through the date of this Agreement, Seller has not
         received any written notice of any alleged material breach by Seller
         under the Contracts. Schedule 1.14 sets forth a

                                      -10-
<PAGE>
         description that is true and correct in all material respects of the
         following terms and conditions for each Contract that is not a written
         Contract: (i) service being provided by Seller; (ii) current annual run
         rate revenue; and (iii) billing commencement date (where available).

4.07     EQUIPMENT. Except as set forth in Schedule 4.07 or where not Material,
         the Equipment is in good operating condition and repair, normal wear
         and tear excepted, and is adequate for its current uses. SELLER
         DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
         PURPOSE WITH RESPECT TO THE EQUIPMENT.

4.08     FINANCIAL INFORMATION. The Financial Information has been prepared
         from, and is in accordance with the Management books and records of
         Seller. The Financial Information has been prepared in accordance with
         Seller's internal accounting practices, which practices have been
         applied on a consistent basis throughout the periods covered thereby,
         except as otherwise noted therein, and is true, complete and accurate
         in all material respects, and fairly presents, on a Management basis,
         in all material respects the results of operations of the Business for
         the periods indicated in Schedule 1.26. Revenue recognized on the
         Financial Information was recognized in accordance with generally
         accepted accounting principles.

4.09     FINDER'S FEES AND COMMISSIONS. Neither Seller nor its Affiliates have
         any liability or obligation to pay any fees or commissions to any
         broker, finder or other agent with respect to the transactions
         contemplated by this Agreement for which Buyer could become liable or
         obligated.

4.10     INTELLECTUAL PROPERTY.

         (a)      Except as set forth in Schedule 4.10(a), Seller has all rights
                  necessary to sell, convey, assign, transfer and deliver to
                  Buyer the Intellectual Property and the Documentation free and
                  clear of any liens or other encumbrance except Permitted
                  Liens.

         (b)      Except as set forth in Schedule 4.10(b) **THE CONFIDENTIAL
                  PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                  COMMISSION.**:

                  (A)      Seller owns or possesses or otherwise has the right
                           to use all Intellectual Property and Documentation
                           necessary for the present conduct of the Business,
                           without any conflict with the rights of others; and

                  (B)      no Actions are pending or, to the Knowledge of
                           Seller, threatened against Seller with respect to the
                           Intellectual Property or the Documentation.

                  (C)      Except as set forth in Schedule 4.10(c) **THE
                           CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO
                           A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
                           FILED SEPARATELY WITH THE COMMISSION.**, there are no
                           licenses, sublicenses, assignments or co-existence
                           agreements currently in effect pertaining to any of
                           the Intellectual Property.

4.11     LITIGATION AND CLAIMS. There is no Action pending or, to the Knowledge
         of Seller, threatened against or involving Seller either (a) arising
         out of Seller's operation of the Business which, individually or in the
         aggregate, if determined adversely to Seller could reasonably be
         expected to result in Losses to Seller exceeding **THE CONFIDENTIAL
         PORTION HAS BEEN SO OMITTED PURSUANT

                                      -11-
<PAGE>
         TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
         WITH THE COMMISSION.** or (b) which questions or challenges the
         validity of this Agreement or any action to be taken pursuant to this
         Agreement.

4.12     PERMITS. Except as set forth in Schedule 4.12, Seller possesses all
         material licenses, permits and other approvals of Governmental Entities
         necessary to enable it to carry on the Business as it is currently
         conducted.

4.13     RECENT CONDUCT OF THE BUSINESS. Except as set forth in Schedule 4.13,
         since June 30, 2001, Seller has not;

         (a)      permitted or allowed any of the Acquired Assets to be
                  subjected to any lien, mortgage, pledge, or other encumbrance,
                  other than Permitted Liens;

         (b)      sold, transferred, leased, or licensed any of the Acquired
                  Assets other than pursuant to the Contracts and otherwise in
                  the ordinary course of business;

         (c)      suffered any material physical damage, destruction or loss
                  (whether or not covered by insurance) relating to the Acquired
                  Assets;

         (d)      failed to perform in any material respect any of its
                  obligations, or suffered or permitted to exist and be
                  continuing, any material default, under any Contract;

         (e)      entered into, amended or terminated any material Contract,
                  knowingly waived any **THE CONFIDENTIAL PORTION HAS BEEN SO
                  OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
                  HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** right of
                  Seller or obligation of any third party to Seller under any
                  Contract or entered into any Contract other than on arm's
                  length basis;

         (f)      except in the ordinary course of business, incurred or assumed
                  any debt, obligation or liability;

         (g)      entered into or adopted or materially amended any employee
                  benefit plan or any employment or severance agreement, or
                  increased in any manner the compensation or fringe benefits of
                  any Continuing Employee (as defined in Section 6.10(a))
                  (except in the ordinary course of business and consistent with
                  past practice or pursuant to pre-existing agreements or as
                  required by law); or

         (h)      agreed to take any of the foregoing actions.

4.14     TAXES. Seller has filed all material Tax returns that it was required
         to file with respect to the Acquired Assets. All such Tax Returns were
         correct and complete in all material respects. All material Taxes owed
         by Seller shown on any such Tax Returns have been paid. There are no
         liens or security interests (other than Permitted Liens) on any of the
         Acquired Assets that arose in connection with any failure (or alleged
         failure) to pay any Tax.

4.15     TITLE TO TANGIBLE ASSETS. Seller has and will convey to Buyer at
         Closing good and marketable title to all of the tangible Acquired
         Assets free and clear of any lien or other encumbrance, except for
         Permitted Liens and as set forth in Schedule 4.15; provided, however,
         that in no event shall there exist any liens arising under Section 412
         of the Code or Sections 302 or 4068 of ERISA.

                                      -12-
<PAGE>
4.16     EMPLOYEE BENEFIT PLANS; ERISA. Schedule 4.16 sets forth each Seller
         Plan. With respect to each Seller Plan, to the extent applicable,
         except as would not be Material:

         (a)      each of the Seller Plans and its administration is and has
                  been in substantial compliance with its terms and all
                  applicable laws. Each of the Seller Plans which is intended to
                  be tax-qualified under Section 401(a) of the Code has been
                  determined by the IRS to be so qualified and such
                  determination has not been modified, revoked or limited, and,
                  to the Knowledge of the Seller, no circumstances have occurred
                  that would adversely affect the tax-qualified status of any
                  such Seller's Plan;

         (b)      to the Knowledge of Seller, there is no suit, action, dispute,
                  claim, arbitration or legal, administrative or other
                  proceeding or governmental investigation pending, or
                  threatened, alleging any breach of the terms of any such
                  Seller Plan or of any fiduciary duties thereunder or violation
                  of any applicable law with respect to any such Seller Plan;
                  and

         (c)      to the Knowledge of Seller, neither Seller, nor any "party in
                  interest" (as defined in Section 3(14) of ERISA) or any
                  "disqualified person" (as defined in Section 4975 of the Code)
                  with respect to any such Seller Plan, has engaged in a
                  non-exempt "prohibited transaction" within the meaning of
                  Section 4975 of the Code or Section 406 of ERISA.

4.17     EMPLOYMENT ARRANGEMENTS. Schedule 4.17 sets forth a list of all written
         employment, noncompetition and confidentiality agreements with all full
         or part time Continuing Employees. Seller has no legal obligation or
         liability, contingent or other, under any employment arrangement,
         including without limitation any retention bonus plan, with any such
         employee other than (i) those listed on Schedule 4.16 or Schedule 4.17
         or (ii) those incurred in the ordinary course of business which can be
         terminated at will without the payment of severance. None of the
         Continuing Employees is subject to any collective bargaining agreement
         or labor contract with any union.

4.18     NO MATERIAL CHANGE. Since June 30, 2001, there has been no Material
         change in the Acquired Assets (including, without limitation, physical
         loss of or damage to a material amount or part of the Acquired Assets)
         or the Business (including, without limitation, the operations,
         management, properties or the condition (financial or other), or
         results of operation of the Business).

4.19     ABSENCE OF CERTAIN CUSTOMER CHANGES. Except as set forth on Schedule
         4.19 (which shall set forth for each customer listed thereon, the
         amount of increase or decrease in their business), none of Seller's
         customers whose business exceeded **THE CONFIDENTIAL PORTION HAS BEEN
         SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
         BEEN FILED SEPARATELY WITH THE COMMISSION.** for the year ended
         December 31, 2000, has, as of the date of this Agreement, terminated or
         indicated in writing (or, to Seller's Knowledge, orally) an intention
         to terminate its business with, or reduced or indicated in writing (or,
         to the Knowledge of Seller, orally), an intention to reduce in any
         material respect, the volume of its business with, Seller.

                                   ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants that the following are true and correct
as of the date of this Agreement.

                                      -13-



































































<PAGE>
5.01     ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly organized,
         validly existing, and in good standing under the laws of Delaware.

5.02     AUTHORITY. Buyer has all necessary corporate power and authority to
         execute and deliver the Transaction Documents and to consummate the
         transactions contemplated by the Transaction Documents. All corporate
         actions and proceedings on the part of Buyer that are necessary to
         approve and authorize the execution and delivery of the Transaction
         Documents and the consummation of the transactions contemplated by the
         Transaction Documents have occurred, and, assuming proper execution and
         delivery by Seller, this Agreement is enforceable against Buyer in
         accordance with its terms and the other Transaction Documents will be
         enforceable against Buyer upon proper execution and delivery to Seller.

5.03     AUTHORIZATIONS. No Authorization is needed by Buyer for the execution,
         delivery, or performance of this Agreement and the consummation of the
         transactions contemplated by this Agreement, except as set forth in
         Schedule 5.03 or where the failure to obtain such Authorization will
         not have a material adverse effect on this Agreement or the
         consummation of the transactions contemplated by this Agreement.

5.04     NO CONFLICTS. The execution, delivery and performance of the
         Transaction Documents by Buyer and the consummation by Buyer of the
         transactions contemplated by the Transaction Documents will not, with
         or without the giving of notice or passage of time, or both, violate
         any law, rule or regulation or order, judgment, or decree binding on
         Buyer and will not result in a breach of any term of the certificate of
         incorporation or bylaws or other organizational documents of Buyer or
         result in a breach of, or constitute a default under, any contract,
         agreement or other instrument to which Buyer is a party, except such
         violations or breaches as will not have a material adverse effect on
         the condition of Buyer, or the consummation of the transactions
         contemplated by this Agreement.

5.05     FINDER'S FEES AND COMMISSIONS. Neither Buyer nor its Affiliates have
         any liability or obligation to pay any fees or commissions to any
         broker, finder or other agent with respect to the transactions
         contemplated by this Agreement for which Seller could become liable or
         obligated.

5.06     AVAILABLE FUNDS. Buyer has sufficient unrestricted, non-contingent
         funds to enable it to deliver the Purchase Price in the manner required
         and specified in Section 2.02.

5.07     LITIGATION AND CLAIMS. There is no Action pending or, to the Knowledge
         of Buyer, threatened against or involving Buyer which questions or
         challenges the validity of this Agreement or any action to be taken
         pursuant to this Agreement, except as set forth in Schedule 5.07 and
         such litigation as will not have a material adverse effect on this
         Agreement or the consummation of the transactions contemplated by this
         Agreement.

                                   ARTICLE VI

                                    COVENANTS

6.01     ADDITIONAL DOCUMENTS. From time to time after the Closing, Seller and
         Buyer will execute and deliver, without further consideration, such
         documents as either Party may reasonably request, in such form as may
         be appropriate, if necessary or advisable in connection with the
         consummation of the transactions contemplated by this Agreement.

                                      -14-
<PAGE>
6.02     BULK TRANSFER LAWS. Buyer and Seller hereby waive compliance with the
         bulk sales law, if any, and any other similar laws in any applicable
         jurisdiction in respect of the transactions contemplated by this
         Agreement.

6.03     CONFIDENTIALITY.

         (a)      Except to the extent contrary to the terms of this Section
                  6.03, the terms of the Confidentiality Agreement dated July
                  20, 2001 between Seller and Buyer (the "Confidentiality
                  Agreement"), including, without limitation, the
                  non-solicitation and non-hire obligations provisions of the
                  Confidentiality Agreement, are hereby incorporated by
                  reference and will continue in full force and effect in
                  accordance with the terms of the Confidentiality Agreement.

         (b)      Except as otherwise expressly permitted by this Agreement,
                  Seller and Buyer will not, and will cause their respective
                  Affiliates not to, disclose the terms of the Transaction
                  Documents to any Person other than such directors, officers,
                  shareholders, employees and attorneys of Seller, Buyer, their
                  respective Affiliates and their financial advisors, or such
                  other Persons acting on behalf of or in the interests of
                  Seller, Buyer and their respective Affiliates to whom
                  disclosure of the terms of this Agreement is necessary for the
                  consummation of the transactions contemplated by this
                  Agreement or the operation of the Business. Any disclosure
                  permitted by this Section 6.03(b) will be made on a
                  confidential basis.

         (c)      Notwithstanding anything to the contrary in this Agreement,
                  Seller, Buyer and their respective Affiliates may disclose the
                  terms of this Agreement to any Person, whether by providing
                  such Person with photocopies of all or portions of such terms
                  or otherwise: (i) to the extent required by applicable laws,
                  rules or regulations; (ii) as may be required, in the
                  reasonable opinion of Seller, Buyer, or their respective
                  Affiliates, as the case may be, in the defense of Seller,
                  Buyer, or their respective Affiliates in any Action; or (iii)
                  as may be legally required, in the reasonable opinion of
                  Seller's or Buyer's counsel, in any filings under the
                  Securities Act of 1933, the Securities Exchange Act of 1934 or
                  the Investment Advisers Act of 1940. The disclosing party will
                  use commercially reasonable efforts to obtain adequate
                  confidentiality protections in the event of such disclosures.

         (d)      Any press releases, public announcements or similar publicity
                  with respect to this Agreement or the transactions
                  contemplated by this Agreement must be approved by both Seller
                  and Buyer in advance, provided that such approval may not be
                  unreasonably withheld or delayed, and further provided that
                  nothing in this Agreement will prevent either Seller or Buyer
                  or their respective Affiliates, upon reasonable notice to the
                  other, from making public announcements to comply with the
                  requirements of law or any listing agreement with any
                  securities exchange or to inform their respective employees of
                  the transactions contemplated by this Agreement.

         (e)      As a result of the consummation and performance of this
                  Agreement, the Parties and their respective employees, agents,
                  contractors and representatives may learn information relating
                  to the businesses of the other Party or its Affiliates other
                  than the Business. Buyer and Seller acknowledge and agree that
                  all such information is Buyer's or Seller's, as applicable,
                  valuable trade secret information ("Confidential
                  Information"). Notwithstanding anything to the contrary herein
                  any trade secrets that are used in the Business but which do
                  not constitute Trade Secrets, shall be deemed to be
                  Confidential Information of Seller and shall be kept
                  confidential pursuant to this Section 6.03(e).

                                      -15-
<PAGE>
                  Neither Buyer nor Seller will, nor will either of them cause
                  its Affiliates, officers, directors, employees, agents,
                  contractors and representatives to, disclose to any third
                  party or use in any manner Confidential Information other than
                  (i) with the other Party's prior written consent or (ii) to
                  the extent any such Confidential Information becomes generally
                  available to the public through no fault of the disclosing
                  party. Buyer and Seller will institute appropriate security
                  measures to safeguard the Confidential Information and prevent
                  its disclosure to any third party. Buyer or Seller, as the
                  case may be, will be responsible for any improper disclosure
                  or use of the Confidential Information by any of its
                  Affiliates, officers, directors, employees, agents,
                  contractors or representatives. The obligations of this
                  Section 6.03(e) will survive indefinitely. All information
                  provided by either Party hereto to the other Party hereto
                  pursuant to the Transitional Services Agreement, Data and
                  Software License and Services Agreement or ML Fixed Income
                  Output License shall be subject to the confidentiality
                  provisions contained in such agreements and, with respect to
                  such information, in the event of a conflict between the
                  provisions of the Transitional Services Agreement, Data and
                  Software License and Services Agreement or ML Fixed Income
                  Output License, as applicable, and this Agreement, the terms
                  of the Transitional Services Agreement, Data and Software
                  License and Services Agreement or ML Fixed Income Output
                  License, as applicable, shall govern.

6.04     TAX MATTERS.

         (a)      Buyer shall prepare and timely file all real property,
                  personal property and similar tax returns relating to the
                  Acquired Assets for the Straddle Period, as defined below.
                  Buyer shall pay and discharge all Taxes shown to be due on
                  such Tax returns. No later than 10 Business Days prior to the
                  due date of such return, Seller shall pay to Buyer the amount
                  of Taxes shown due which is attributable to the pre-Closing
                  portion of the Straddle Period. Seller shall have a reasonable
                  opportunity to review all such Tax returns. The Tax returns
                  referred to in the preceding sentences shall be prepared in a
                  manner consistent with past practice, unless a contrary
                  treatment is required by an intervening change in the
                  applicable law. Buyer shall cause a copy of any Tax return
                  that is required to be filed by it under the preceding
                  sentences, together with all relevant workpapers and other
                  information to the extent such return, workpapers and other
                  information relate solely to the Acquired Assets, to be made
                  available to Seller for review and approval no later than 20
                  Business Days prior to the due date for the filing of such Tax
                  return (taking into account proper extensions), such approval
                  not to be unreasonably withheld. An exact copy of any such Tax
                  return filed by Buyer and evidence of payment of such Taxes
                  shall be provided to Seller no later than 10 Business Days
                  after such Tax return is filed. For purposes of this section,
                  the amount of Taxes relating to the Acquired Assets
                  attributable to the pre-Closing portion of the Straddle Period
                  shall be determined by reference to the relative number of
                  days in the pre-Closing and post-Closing portions of such
                  Straddle Period. Any refunds or credits of real property,
                  personal property and similar taxes for any Straddle Period
                  shall be apportioned between Seller and Buyer in the same
                  manner as the liability for such Taxes is apportioned pursuant
                  to the preceding sentence.

         (b)      Seller and Buyer agree to furnish or cause to be furnished to
                  each other, upon request, as promptly as practicable, such
                  information and assistance (including access to books and
                  records) as is reasonably necessary for preparation of any Tax
                  related return, claim for refund or audit, and the prosecution
                  or defense of any Tax related claim, suit or proceeding with
                  respect to the Acquired Assets. The requesting party shall
                  bear all out-

                                      -16-
<PAGE>
                  of-pocket costs and expenses incurred by the other party
                  hereto in providing such assistance.

         (c)      Buyer shall provide Seller with such resale exemption
                  certificates as are appropriate. Buyer (i) shall be
                  responsible for the filing of Tax returns (including any
                  documentation) with respect to all transfer, documentation,
                  sales, use, stamp, registration, and similar Taxes and (ii)
                  shall pay such Taxes and shall indemnify Seller for the
                  payment of such taxes, incurred in connection with this
                  Agreement or any transaction contemplated thereby.

         (d)      To the extent permitted by applicable law, the parties agree
                  that any indemnification payments (and/or payments or
                  adjustments) made with respect to this Agreement shall be
                  treated for all Tax purposes as adjustments to the Purchase
                  Price.

6.05     EFFORTS TO CLOSE.

         (a)      Seller and Buyer will use all commercially reasonable efforts
                  to cause all of the conditions, as specified in Articles VII
                  and VIII of this Agreement, to the obligations of the other to
                  consummate the transactions contemplated by this Agreement to
                  be met as soon as practicable after the date of this
                  Agreement.

         (b)      Seller and Buyer will comply fully with all applicable
                  mandatory notification, reporting and other requirements of
                  the HSR Act. Seller and Buyer, within ten Business Days after
                  the date of this Agreement, will file any required
                  notifications with the FTC and the Antitrust Division of the
                  DOJ pursuant to and in compliance with the HSR Act. Seller and
                  Buyer will as soon as practicable file any additional
                  information requested by any Governmental Entity.

         (c)      Seller and Buyer will each use commercially reasonable efforts
                  to obtain, as soon as practicable, the Authorizations that may
                  be or become necessary for the performance of its obligations
                  under this Agreement and the consummation of the transactions
                  contemplated by this Agreement and will cooperate fully with
                  each other in promptly seeking to obtain such Authorizations;
                  provided, however, that in no event shall Buyer's commercially
                  reasonable efforts be deemed to obligate Buyer to divest of
                  any assets.

         (d)      Seller shall use its commercially reasonable efforts to **THE
                  CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
                  THE COMMISSION.**

6.06     EXPENSES. Except as otherwise expressly provided in this Agreement,
         whether or not the transactions contemplated by this Agreement are
         consummated, each of Seller and Buyer will bear its own costs and
         expenses, including, without limitation, all fees and expenses of
         agents, representatives, counsel and accountants.

6.07     OPERATION OF THE BUSINESS PRIOR TO CLOSING. From the date of this
         Agreement until the Closing, and except as otherwise contemplated by
         this Agreement or as otherwise agreed in writing by Buyer, Seller and
         Seller's Affiliates will conduct the Business in the ordinary course
         and consistent with Seller's past practice. Without limiting the
         generality of the foregoing, without the prior written consent of
         Buyer, Seller and Seller's Affiliates will:

                                      -17-
<PAGE>
         (a)      not mortgage or otherwise encumber or subject to any lien
                  (other than Permitted Liens), or sell, transfer or otherwise
                  dispose of any of the Acquired Assets;

         (b)      continue to meet the contractual obligations of, and pay
                  obligations relating to, the Business as they mature in the
                  ordinary course;

         (c)      not settle any material pending or threatened legal action
                  which relates to the Acquired Assets or the Business;

         (d)      confer on a regular basis with one or more representatives of
                  Buyer to report material operational matters and the general
                  status of ongoing operations;

         (e)      not increase the compensation payable to any Continuing
                  Employee (except for increases in the ordinary course of
                  business consistent with past practice), or change the
                  benefits for which any such Continuing Employee is eligible
                  (except increases in the ordinary course of business
                  consistent with past practice), or grant any severance,
                  retention bonus or termination pay to, or enter into any
                  employment, retention bonus or severance agreement with, any
                  Continuing Employee other than as expressly contemplated by
                  this Agreement;

         (f)      not terminate or materially amend any Contract with the
                  exception of any termination carried out as a result of a
                  breach of such Contract by any other party thereto, any
                  termination carried out by any other party thereto and any
                  amendment carried out solely to reflect changes in the
                  ordinary course of business in the services provided by Seller
                  under any Contract; and

         (g)      use its commercially reasonable efforts to maintain the
                  existing business relations with suppliers, customers,
                  employees and other Persons with which it has Material
                  business relationships related to the Business.

6.08     REMOVAL OF ACQUIRED ASSETS. All tangible Acquired Assets will be moved
         from Seller's premises in a manner so as to not unreasonably interfere
         with Seller's operations and to minimize damage to such premises at
         Buyer's expense in accordance with the Transitional Services Agreement.

6.09     TAX RECORDS. Buyer will preserve and keep all Books and Records
         received from Seller or Seller's Affiliates relating to Tax matters of
         the Business ("Tax Records") until the expiration of the appropriate
         statutes of limitations with respect to such Tax matters, or seven
         years after the date of this Agreement, whichever is longer. Until such
         expiration, representatives of Seller or Seller's Affiliates will, upon
         reasonable notice, have access to such Tax Records during normal
         business hours to examine, inspect and copy them. After such
         expiration, but prior to disposal, Buyer will inform Seller of its
         intent to dispose of any Tax Records, and will provide Seller and
         Seller's Affiliates with a reasonable opportunity to obtain such Tax
         Records as they deem appropriate.

6.10     EMPLOYEE MATTERS.

         (a)      Buyer covenants and agrees that, as soon as practicable after
                  the date of this Agreement, it will extend offers of either
                  full-time or part-time employment (depending on the employment
                  status of each employee as of the date of this Agreement),
                  effective on the Closing Date, to each of the employees of the
                  Business listed on Schedule 6.10 (such

                                      -18-
<PAGE>
                  employees being collectively referred to as the "Continuing
                  Employees") at substantially the same job function as such
                  employees held with Seller on the date of this Agreement, at
                  the annual base salary listed opposite each such Continuing
                  Employee's name on Schedule 6.10. Buyer agrees to provide the
                  Continuing Employees with substantially the same benefit plans
                  and arrangements, in the aggregate, as provided by Buyer to
                  similarly situated employees of Buyer on the Closing Date,
                  insofar as such plans and arrangements are consistent with
                  applicable law; provided, that Buyer shall have no obligation
                  to establish or maintain any particular plan or arrangement,
                  except that Buyer shall cause a tax-qualified defined
                  contribution plan maintained by Buyer or one of its Affiliates
                  to accept rollovers of amounts, including outstanding loans to
                  employees rolling over such amounts, distributed from
                  Continuing Employee's accounts under the Merrill Lynch & Co.,
                  Inc. 401(k) Savings and Investment Plan, so long as such
                  rollovers occur no later than 90 days following the Closing
                  Date. Buyer agrees that it shall be solely liable for all
                  costs relating to the employment (including the termination of
                  such employment) of Continuing Employees after the Effective
                  Time, provided, that nothing in this Section 6.10(a) shall be
                  construed to impose liability on Buyer for any costs arising
                  from any Continuing Employee's employment with Seller prior to
                  the Effective Time.

         (b)      Effective as of the Effective Time, Buyer agrees that it shall
                  be liable for all benefits payable under all employee benefit
                  plans maintained by Buyer for the benefit of the Continuing
                  Employees and for Buyer's workers' compensation obligations
                  with respect to the Continuing Employees. Continuing Employees
                  (and their eligible dependents) shall be given credit under
                  the employee benefit plans, programs, policies and
                  arrangements that are maintained by Buyer or its Affiliates
                  for the benefit of the Continuing Employees for their service
                  with Seller and its Affiliates prior to the Effective Time for
                  purposes of (i) eligibility to participate and vesting and
                  (ii) satisfying any waiting periods, evidence of insurability
                  requirements. Buyer shall cause any preexisting condition
                  limitations under its or its Affiliates welfare plans which
                  may cover Continuing Employees, to be waived.

6.11     COLLECTION OF ACCOUNTS RECEIVABLE AND REMITTANCE OF PAYMENTS RECEIVED.

         (a)      Seller shall send invoices to all customers of the Business
                  for services performed during the calendar month in which the
                  Closing occurs under the Contracts to which those customers
                  are party. In accordance with its past practice, Seller shall
                  send such invoices to the customers within 60 days after the
                  end of the calendar month in which the Closing occurs. Seller
                  shall remit to Buyer promptly, and in any event within 10
                  Business Days thereafter, all payments received by Seller in
                  respect of such customer invoices for Services performed from
                  and after the Closing Date through the end of the calendar
                  month in which the Closing occurs. The amount of payments due
                  to Buyer will be computed, with respect to each customer
                  invoice, by multiplying (a) the quotient obtained by dividing
                  the aggregate amount of the invoice by the number of Business
                  Days in the month in which the Closing occurs by (b) the
                  number of Business Days from and including the Closing Date
                  through the last day of the month in the month in which the
                  Closing occurs. Seller shall be entitled to all payments
                  received in respect of the balance of the invoice.

         (b)      If, after the Effective Time, Buyer receives a payment from a
                  customer and at the time of such payment is not instructed by
                  the customer as to the purpose for which the payment is to be
                  applied (each, a "Non-designated Payment"), then Buyer shall
                  contact such customer and ascertain from such customer the
                  purpose for which the payment is to be

                                      -19-
<PAGE>
                  applied. In the event that such payment relates to payment for
                  services provided prior to the Effective Time, Buyer shall
                  promptly remit such payment to Seller.(3)

         (c)      In the event that Seller receives any payment or proceeds
                  relating to or arising out of any of the Acquired Assets
                  subsequent to the Effective Time, Seller shall promptly remit
                  such payment or proceeds to Buyer. In the event that Buyer
                  receives any payment or proceeds relating to or arising out of
                  the Excluded Assets subsequent to the Effective Time, Buyer
                  shall promptly remit such payment to Seller.

6.12     ACCESS TO BOOKS AND RECORDS. Seller shall afford Buyer and its
         representatives reasonable access during normal business hours (i) for
         a period of three (3) years following the Closing Date, upon no less
         than three (3) Business Days' notice, to any Books and Records or other
         records relating to or used primarily in connection with the Acquired
         Assets or the Assumed Liabilities that are not segregable from the
         Books and Records of Seller that do not relate to the Acquired Assets
         or the Assumed Liabilities to the extent that such access may be
         reasonably required by Buyer for any reasonable business purpose, and
         (ii) for a period of five (5) years following the Closing Date, upon
         twenty four (24) hours notice, to any customer records, any record of
         written communications with any customers, any pricing data (including
         any work papers which support Seller's pricing) and any other customer
         or price related documentation, in each case relating to the Acquired
         Assets or the Assumed Liabilities, that Buyer shall reasonably request
         access to in order to comply with the express requirements of
         applicable regulatory authorities. Seller agrees not to destroy any
         Books and Records or other information for a period of five (5) years
         after such Books and Records or other information was created.

6.13     CUSTOMER NOTIFICATION. Promptly following the execution of this
         Agreement, Seller or Buyer shall send notice (a "Customer
         Notification"), the form, substance, timing and coordination of which
         shall be reasonably satisfactory to Buyer and Seller, to each customer
         which has a Contract with Seller notifying each such customer (i) that
         Seller intends to assign such customer's Contract with Seller to Buyer,
         (ii) that such customer may elect to terminate its Contract with Seller
         rather than consent to the assignment of such Contract to Buyer, (iii)
         that such customer shall be deemed to have consented to such assignment
         if such customer does not, within **THE CONFIDENTIAL PORTION HAS BEEN
         SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
         BEEN FILED SEPARATELY WITH THE COMMISSION.**, send notice of its intent
         to terminate the Contract and (iv) that its Contract with Seller (or,
         if such customer consents to the assignment, with Buyer) shall be
         amended to provide that the Contract cannot be further assigned without
         the consent of such customer.

6.14     NOTICE OF DEVELOPMENTS. Each Party shall give prompt notice to the
         other of the occurrence or non-occurrence of any event the occurrence
         or non-occurrence of which would be likely to cause (i) any
         representation or warranty made by it contained in this Agreement to be
         untrue or inaccurate, or (ii) any failure of Seller or Buyer, as the
         case may be, to comply with or satisfy, or be able to comply with or
         satisfy, any material covenant, condition or agreement to be complied
         with or satisfied by it hereunder. No disclosure by a Party pursuant to
         this Section 6.14 shall constitute a waiver by the Party receiving such
         disclosure of any condition to such Party's obligation to close the
         transaction contemplated hereby unless the Party to which such
         disclosure is made agrees in writing to waive such condition (it being
         understood that the delivery of any notice pursuant to this Section
         6.14 shall not limit or otherwise affect the remedies available
         hereunder to the Party receiving such notice).

         3 Amended on January 31, 2002.

                                      -20-
<PAGE>
6.15     DELIVERY OF ACQUIRED ASSETS AFTER THE EFFECTIVE TIME. In the event
         that, after the Effective Time, Seller becomes aware of (A) any asset
         that (i) is necessary to operate the Business; (ii) was not included in
         the definition of Acquired Assets or was not delivered to Buyer on the
         Closing Date, (iii) is wholly owned by Seller, and (iv) is **THE
         CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
         COMMISSION.** or (B) any contract with a customer of the Business that
         was inadvertently omitted from Schedule 1.14, then Seller and Buyer and
         shall cooperate with each other in order to effectuate the transfer of
         such asset or contract to Buyer; provided, that Buyer shall have no
         obligation to pay any additional consideration in connection with such
         transfer.

6.16     NON-COMPETE.

         (a)      Restrictive Covenants. Seller covenants and agrees that Seller
                  shall not, and shall cause its Affiliates not to, during the
                  period beginning on the Closing Date and ending on **THE
                  CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST
                  FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
                  THE COMMISSION.** (the "Restricted Period"), operate, for its
                  own account or its Affiliates' own accounts, the business of
                  **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED
                  SEPARATELY WITH THE COMMISSION.** (the "Restricted Business");
                  provided, however, that nothing contained in this Agreement
                  shall be deemed to prohibit, restrict or otherwise limit
                  Seller or any of its Affiliates from hereafter engaging in a
                  strategic transaction (including, without limitation, a joint
                  venture, acquisition, merger, consolidation, reorganization or
                  asset sale) with any Person, so long as such Person did not
                  derive **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT
                  TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED
                  SEPARATELY WITH THE COMMISSION.** of its revenues from the
                  Restricted Business during the twelve month period prior to
                  such strategic transaction.

         (b)      Rights and Remedies Upon Breach. If Seller or any of its
                  Affiliates breaches, or threatens to commit a breach of, any
                  of the provisions of Section 6.16(a) (the "Restrictive
                  Covenants"), Buyer shall have the right and remedy (upon
                  compliance with any necessary prerequisites imposed by law
                  upon the availability of such remedy) to have the Restrictive
                  Covenants specifically enforced (without posting any bond) by
                  any court having equity jurisdiction, including, without
                  limitation, the right to an entry against Seller or such
                  Affiliate of restraining orders and injunctions (preliminary,
                  mandatory, temporary and permanent) against violations,
                  threatened or actual, and whether or not then continuing, of
                  such covenants, it being acknowledged and agreed that any such
                  breach or threatened breach will cause irreparable injury to
                  Buyer and that money damages will not provide adequate remedy
                  to Buyer. This remedy shall be in addition to, and not in lieu
                  of, any other rights and remedies available to Buyer under law
                  or in equity.

         (c)      Severability of Covenants. If any court determines that any of
                  the Restrictive Covenants, or any part thereof, is invalid or
                  unenforceable, the remainder of the Restrictive Covenants
                  shall not thereby be affected and shall be given full effect,
                  without regard to the invalid portions.

         (d)      Blue-Pencilling. If any court determines that any of the
                  Restrictive Covenants, or any part thereof, is unenforceable
                  because of the duration of such provision or the area covered
                  thereby, such court shall have the power to reduce the
                  duration or area of such

                                      -21-
<PAGE>
                  provisions and, in its reduced form, such provision shall then
                  be enforceable and shall be enforced.

6.17     CONFIDENTIALITY AGREEMENTS. Seller agrees that it shall not waive any
         of its rights under any confidentiality agreement entered into by
         Seller with any other potential buyer of the Business without the prior
         written consent of Buyer, which consent shall not be unreasonably
         withheld.

6.18     SELLER INVOICED CONTRACTS. Buyer agrees that it shall send all invoices
         relating to the contracts listed on Schedule 6.18 to Seller (an at
         address designated for such purpose by Seller) for payment in
         accordance with the terms of such contracts.

6.19     REGULATION S-X FINANCIAL STATEMENTS. If Buyer's parent, Interactive
         Data Corporation ("IDCO"), **THE CONFIDENTIAL PORTION HAS BEEN SO
         OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
         FILED SEPARATELY WITH THE COMMISSION.** under Regulation S-X under the
         Securities Act of 1933, as amended (the "1933 Act") and the applicable
         published rules and regulations thereunder, to include historical
         financial statements for the Business in any filing under the 1933 Act
         or the Securities Exchange Act of 1934, as amended, then Buyer shall
         notify Seller in writing of this requirement at least 60 days prior to
         the anticipated date of the filing. Following receipt of such notice,
         Seller shall prepare statements of assets acquired and liabilities
         assumed and statements of revenues and direct expenses and such other
         financial statements and information as may be required by the
         Securities and Exchange Commission for the required historical periods
         for inclusion in the filing, and Seller shall request its independent
         accountants to audit those statements and otherwise to cooperate with
         IDCO in connection with the foregoing (including, without limitation,
         requesting its independent accountants to deliver so-called "comfort
         letters" and written consents relating to the audited statements and
         other financial information derived from them). If, for any reason,
         Seller's accountants decline or are unable to audit the necessary
         financial statements, Seller shall cooperate with Buyer's independent
         accountants in connection with the audit of those financial statements.
         Buyer shall reimburse Seller for its out-of-pocket expenses incurred in
         connection with its compliance with this Section 6.19.

                                  ARTICLE VII

                   CONDITIONS TO SELLER'S OBLIGATION TO CLOSE

All obligations of Seller to sell the Acquired Assets, to transfer the Business,
and to perform any other action at the Closing are subject to the fulfillment,
prior to or at the Closing, of each of the following conditions, any of which
may be waived by Seller in whole or in part without written or oral notice of
such waiver to Buyer, but without prejudice to any right or remedy which Seller
may have under this Agreement as the result of any misrepresentation by Buyer,
or breach of any agreement, covenant or warranty of Buyer contained in this
Agreement by Buyer.

7.01     BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. All representations and
         warranties of Buyer contained in this Agreement will be true and
         correct in all material respects as of the Closing with the same force
         and effect as if made on and as of such date, except (x) for
         representations and warranties, qualified by materiality or by the term
         "Material" (in which case such representations and warranties shall be
         true and correct in all respects) and (y) to the extent such
         representations and warranties expressly speak as of an earlier date
         (in which case such representations and warranties shall be true and
         correct in all respects, or in all material respects, as the case may
         be, as of such earlier date).

                                      -22-
<PAGE>
7.02     PERFORMANCE OF BUYER'S OBLIGATIONS. All commitments required by this
         Agreement to be performed by Buyer prior to Closing will have been
         performed in all material respects by Buyer, and Buyer will have
         delivered to Seller at the Closing the Purchase Price and the documents
         required in Sections 3.01(b) and (c).

7.03     AUTHORIZATIONS/WAITING PERIODS. All Authorizations legally required for
         the Closing will have been obtained, except where failure to obtain
         such Authorizations will not have a material adverse effect on this
         Agreement or the consummation of the transactions contemplated by this
         Agreement.

7.04     NO INJUNCTION/ORDER. On the Closing Date, (i) there will not be any
         investigation suit, action, or other proceeding threatened or pending
         by or before any court or Governmental Entity, in which it is sought to
         restrain or prohibit or to obtain damages or other relief in connection
         with this Agreement or the consummation of the transactions
         contemplated by this Agreement and (ii) no Governmental Entity shall
         have issued any order, decree or ruling enjoining, prohibiting or
         granting damages or other relief in connection with the consummation of
         the transactions contemplated by this Agreement.

7.05     LAPSE OF CUSTOMER NOTIFICATION PERIOD. At least **THE CONFIDENTIAL
         PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** shall
         have elapsed since the Customer Notifications were sent in accordance
         with Section 6.13.

                                  ARTICLE VIII

                    CONDITIONS TO BUYER'S OBLIGATION TO CLOSE

All obligations of Buyer to purchase the Acquired Assets, to assume the Assumed
Liabilities, and to perform any other action at the Closing are subject to the
fulfillment, prior to or at the Closing, of each of the following conditions,
any of which may be waived by Buyer in whole or in part without written or oral
notice of such waiver to Seller, but without prejudice to any right or remedy
which Buyer may have under this Agreement as the result of any misrepresentation
by Seller, or breach of any agreement, covenant or warranty of Seller contained
in this Agreement by Seller.

8.01     SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. All representations and
         warranties of Seller contained in this Agreement will be true and
         correct in all material respects as of the Closing with the same force
         and effect as if made on and as of such date, except (x) for
         representations and warranties, qualified by materiality or by the term
         "Material" (in which case such representations and warranties shall be
         true and correct in all respects) and (y) to the extent such
         representations and warranties expressly speak as of an earlier date
         (in which case such representations and warranties shall be true and
         correct in all respects, or in all material respects, as the case may
         be, as of such earlier date).

8.02     PERFORMANCE OF SELLER'S OBLIGATIONS. All commitments required by this
         Agreement to be performed by Seller prior to Closing will have been
         performed in all material respects by Seller and Seller will have
         delivered at the Closing the documents required by Sections 3.01(a) and
         (c).

8.03     AUTHORIZATIONS/WAITING PERIODS. All Authorizations legally required for
         the Closing will have been obtained, except where failure to obtain
         such Authorizations will not have a material adverse effect on this
         Agreement or the consummation of the transactions contemplated by this
         Agreement.

                                      -23-
<PAGE>
8.04     NO INJUNCTION/ORDER. On the Closing Date, (i) there will not be any
         investigation, suit, action, or other proceeding threatened or pending
         by or before any court or Governmental Entity, in which it is sought to
         restrain or prohibit or to obtain damages or other relief in connection
         with this Agreement or the consummation of the transactions
         contemplated by this Agreement and (ii) no Governmental Entity shall
         have issued any order, decree or ruling enjoining, prohibiting or
         granting damages or other relief in connection with the consummation of
         the transactions contemplated by this Agreement.

8.05     LAPSE OF CUSTOMER NOTIFICATION PERIOD. At least **THE CONFIDENTIAL
         PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** shall
         have elapsed since the Customer Notifications were sent in accordance
         with Section 6.13.

                                   ARTICLE IX

                         INDEMNIFICATION AND ARBITRATION

9.01     SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. All
         representations, warranties, covenants and agreements contained in this
         Agreement shall survive the execution and delivery of this Agreement
         and the Closing. All such representations and warranties shall
         thereafter terminate and expire on **THE CONFIDENTIAL PORTION HAS BEEN
         SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
         BEEN FILED SEPARATELY WITH THE COMMISSION.** except that the
         representations and warranties as to title contained in Section 4.15
         and the representations and warranties contained in Sections 4.01,
         4.02, 4.14, 4.16, 5.01 and 5.02 shall survive and remain operative and
         in full force and effect for **THE CONFIDENTIAL PORTION HAS BEEN SO
         OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
         FILED SEPARATELY WITH THE COMMISSION.** and the representations and
         warranties as to title contained in Section 4.10 shall survive until
         **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST
         FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
         COMMISSION.**, in all events regardless of any investigation made by or
         on behalf of any Party hereto. All covenants and agreements of the
         Parties shall survive the Closing (unless any such covenant or
         agreement by its express terms in this Agreement does not so survive)
         and are subject to all applicable statutes of limitation, similar
         statutes and other similar defenses provided by law or equity, it being
         understood that the Parties' obligations to indemnify with respect to
         Excluded Liabilities and Assumed Liabilities will survive for the
         statute of limitations applicable to such liability.

9.02     INDEMNIFICATION BY SELLER.

         (a)      Subject to the terms, conditions, and limitations set forth in
                  this Agreement, Seller agrees from and after the Closing to
                  defend, indemnify and hold harmless Buyer (and its directors,
                  officers, employees, Affiliates and shareholders) from and
                  against all losses, liabilities, damages, costs, claims,
                  obligations and expense (including, without limitation,
                  reasonable fees and expenses of attorneys and accountants)
                  ("Losses") actually incurred by Buyer or any of such other
                  indemnified parties to the extent arising from (i) any breach
                  of any representation or warranty made by Seller in this
                  Agreement, the Assumption Agreement and Bill of Sale, the
                  copyright assignment to be delivered pursuant to Section
                  3.01(a)(i) hereof or the certificate to be delivered pursuant
                  to Section 3.01(a)(iii) hereof, (ii) any breach of any
                  covenant made by Seller in this Agreement, the Assumption
                  Agreement and Bill of Sale or the copyright assignment to be
                  delivered

                                      -24-
<PAGE>
                  pursuant to Section 3.01(a)(i) hereof, or (iii) any failure of
                  Seller to perform or satisfy any Excluded Liability.

         (b)      Promptly after receipt by Buyer of notice of any third-party
                  Action in respect of which indemnity may be sought against
                  Seller under this Agreement (for purposes of this Section
                  9.02, a "Buyer's Assertion"), Buyer will notify Seller in
                  writing of the Buyer's Assertion, but the failure to so notify
                  Seller will not relieve Seller of any liability it may have to
                  Buyer, except to the extent Seller suffered actual prejudice
                  thereby. Seller will be entitled to participate in the defense
                  of such Buyer's Assertion. If Seller, by written notice to
                  Buyer within 30 days after receipt by Seller of notice of such
                  Buyer's Assertion, acknowledges its responsibility to
                  indemnify Buyer based on the facts alleged in the third party
                  Action and the Buyer's Assertion and if Seller elects to do
                  so, Seller will also be entitled to assume the defense of such
                  Buyer's Assertion, at its own expense, with counsel chosen by
                  it which will be reasonably satisfactory to Buyer. With
                  respect to any such Buyer's Assertion, Buyer will promptly
                  provide Seller with: (i) notice and copies of any documents
                  served upon Buyer; and (ii) all reasonable cooperation which
                  Seller deems necessary to defend such Buyer's Assertion,
                  including without limitation providing Seller and its outside
                  attorneys access to any potentially relevant documents,
                  information, or individuals within the control of Buyer, other
                  than any privileged documents. If business information of
                  Buyer other than that pertaining to the Business is contained
                  in such documents or information, Seller and Buyer will enter
                  into appropriate secrecy commitments to protect such documents
                  or information. Notwithstanding that Seller may have elected
                  as provided above to assume the defense of any Buyer's
                  Assertion, Buyer will have the right to participate in the
                  investigation and defense thereof, with separate counsel
                  chosen by Buyer, but in such event the fees and expenses of
                  Buyer (above those which would otherwise have been incurred)
                  and such separate counsel will be paid by Buyer.

         (c)      Notwithstanding anything in this Section 9.02 to the contrary:
                  (i) Seller will have no obligation with respect to any Buyer's
                  Assertion if, in connection therewith, Buyer, without the
                  written consent of Seller, settles or compromises any Action
                  or consents to the entry of any judgment; and (ii) Seller will
                  not, without the written consent of Buyer with respect to any
                  Buyer's Assertion: (A) settle or compromise any Action or
                  consent to the entry of any judgment which does not include as
                  an unconditional term thereof the delivery by the claimant or
                  plaintiff to Buyer of a duly executed written release of Buyer
                  from all liability in respect of such Action, which release
                  will be reasonably satisfactory in form and substance to
                  counsel for Buyer; or (B) settle or compromise any Action in
                  any manner that, in the reasonable judgment of Buyer or its
                  counsel, may materially adversely affect Buyer, it being
                  acknowledged and agreed that any settlement or compromise
                  pursuant to which the sole relief is monetary damages that are
                  paid in full by Seller will not be deemed to materially
                  adversely affect Buyer.

         (d)      Upon the payment of any settlement or judgment pursuant to
                  this Section 9.02 with respect to any Buyer's Assertion,
                  Seller will be subrogated to all rights and remedies of Buyer
                  against any third party in respect of such Buyer's Assertion
                  to the extent of the amount so paid by Seller.

         (e)      Except in the event of fraud, the indemnity provided for by
                  this Section 9.02 will be Buyer's exclusive post-Closing
                  remedy with respect to matters covered hereby.

                                      -25-
<PAGE>
9.03     INDEMNIFICATION BY BUYER.

         (a)      Subject to the terms, conditions, and limitations set forth in
                  this Agreement, Buyer agrees from and after the Closing to
                  defend, indemnify and hold harmless Seller (and its directors,
                  officers, employees, Affiliates and shareholders) from and
                  against all Losses actually incurred by Seller or any of such
                  other indemnified parties to the extent arising from (i) any
                  breach of any representation or warranty made by Buyer in this
                  Agreement, the Assumption Agreement and Bill of Sale or the
                  certificate to be delivered pursuant to Section 3.01(b)(i)
                  hereof, (ii) any breach of any covenant made by Buyer in this
                  Agreement or the Assumption Agreement and Bill of Sale, or
                  (iii) any failure of Buyer to perform or satisfy any Assumed
                  Liability.

         (b)      Promptly after receipt by Seller or its Affiliates of notice
                  of any third-party Action in respect of which indemnity may be
                  sought against Buyer under this Agreement (for purposes of
                  this Section 9.03 a "Seller's Assertion"), Seller will notify
                  Buyer in writing of the Seller's Assertion, but failure to so
                  notify Buyer will not relieve Buyer of any liability it may
                  have to Seller, except to the extent Buyer has suffered actual
                  prejudice thereby. Buyer will be entitled to participate in
                  the defense of such Seller's Assertion. If Buyer, by written
                  notice to Seller within 30 days after receipt by Buyer of
                  notice of such Seller's Assertion, acknowledges its
                  responsibility to indemnify Seller based on the facts alleged
                  in the third-party Action and the Seller's Assertion and if
                  Buyer elects to do so, Buyer will also be entitled to assume
                  the defense of such Seller's Assertion, at its own expense,
                  with counsel chosen by it which will be reasonably
                  satisfactory to Seller. With respect to any such Seller's
                  Assertion, Seller will promptly provide Buyer with: (i) notice
                  and copies of any documents served upon Seller; and (ii) all
                  reasonable cooperation which Buyer deems necessary to defend
                  such Seller's Assertion, including without limitation
                  providing Buyer and its outside attorneys' access to any
                  potentially relevant documents, information, or individuals
                  within the control of Seller, other than any privileged
                  documents. If business information of Seller other than that
                  pertaining to the Business is contained in such documents or
                  information, Seller and Buyer will enter into appropriate
                  secrecy commitments to protect such documents or information.
                  Notwithstanding that Buyer may have elected as provided above
                  to assume the defense of any Seller's Assertion, Seller will
                  have the right to participate in the investigation and defense
                  thereof, with separate counsel chosen by Seller, but in such
                  event the fees and expenses of Seller (above those which would
                  otherwise have been incurred) and such separate counsel will
                  be paid by Seller.

         (c)      Notwithstanding anything in this Section 9.03 to the contrary:
                  (i) Buyer will have no obligation with respect to any Seller's
                  Assertion if, in connection therewith, Seller, without the
                  written consent of Buyer, settles or compromises any Action or
                  consents to the entry of any judgment; and (ii) Buyer will
                  not, without the written consent of Seller with respect to any
                  Seller's Assertion: (A) settle or compromise any Action or
                  consent to the entry of any judgment which does not include as
                  an unconditional term thereof the delivery by the claimant or
                  plaintiff to Seller of a duly executed written release of
                  Seller from all liability in respect of such Action, which
                  release will be reasonably satisfactory in form and substance
                  to counsel for Seller; or (B) settle or compromise any Action
                  in any manner that, in the reasonable judgment of Seller or
                  its counsel, may materially adversely affect Seller, it being
                  acknowledged and agreed that any settlement or compromise
                  pursuant to which the sole relief is monetary damages that are
                  paid in full by Buyer will also be deemed to materially
                  adversely affect Seller.

                                      -26-
<PAGE>
         (d)      Upon the payment of any settlement or judgment pursuant to
                  this Section 9.03 with respect to any Seller's Assertion,
                  Buyer will be subrogated to all rights and remedies of Seller
                  and its Affiliates against any third party in respect of such
                  Seller's Assertion to the extent of the amount so paid by
                  Buyer.

         (e)      Except in the case of fraud, the indemnity provided for by
                  this Section 9.03 will be Seller's exclusive post-Closing
                  remedy with respect to matters covered hereby.

9.04     DISPUTE RESOLUTION.

         (a)      Except with respect to disputes, controversies or claims
                  arising under the Transitional Services Agreement, the Data
                  and Software License and Services Agreement, ML Fixed Income
                  Output License and Section 6.16 of this Agreement, any
                  dispute, controversy or claim asserted by Seller against Buyer
                  or by Buyer against Seller (a "Claim") arising out of or
                  related to the Transaction Documents, including without
                  limitation any Claim for indemnification pursuant to Article
                  IX of this Agreement or any issue as to whether or not a Claim
                  is arbitrable, will be resolved pursuant to the procedures
                  described in this Section 9.04.

         (b)      Should any Claim arise, Seller and Buyer will first attempt to
                  resolve such Claim by entering into good faith negotiations by
                  or among their appropriate employees or officers. Such
                  negotiations will commence as soon as practicable after Seller
                  or Buyer, as applicable, has received notice of such Claim,
                  but no later than ten days after such receipt, and will
                  terminate no later than 20 calendar days after such
                  commencement. During such negotiations, Seller and Buyer will
                  not have the right to any "discovery" unless both Seller and
                  Buyer agree otherwise.

         (c)      Any Claim which has not been resolved pursuant to Section
                  9.04(b) of this Agreement will be referred to good faith
                  negotiations by or among one or more Managing Directors of
                  Seller and executive officers of Buyer. Such negotiations will
                  commence as soon as practicable after termination of the
                  negotiations described in Section 9.04(b), but not later than
                  ten Business Days thereafter, and will terminate no later than
                  10 calendar days after such commencement. During such
                  negotiations Seller and Buyer will not have the right to any
                  discovery unless both Seller and Buyer agree otherwise.

         (d)      Any Claim which has not been resolved pursuant to Section
                  9.04(c) of this Agreement will be finally resolved by a
                  self-administered arbitration initiated by service on the
                  other party of an arbitration Statement of Claim. The
                  arbitration will be conducted by three arbitrators, one of
                  whom will be appointed by Seller, one of whom will be
                  appointed by Buyer, and the third of whom will be chosen by
                  the first two arbitrators. No ex parte communications will
                  occur with party-appointed arbitrators after the selection of
                  the third arbitrator. The arbitration will be held in a
                  mutually agreed location in New York City and will be
                  conducted in accordance with the Comprehensive Arbitration
                  Rules and Procedures of JAMS, as then in effect (the "JAMS
                  Rules"), except that the rules set forth in this Section
                  9.04(d) will govern such arbitration to the extent they
                  conflict with the JAMS Rules. Costs of the arbitration will be
                  shared equally by Seller and Buyer, except that Seller and
                  Buyer will each pay its own arbitrator, attorneys,
                  accountants, consultants, and other experts and witnesses.
                  Seller and Buyer will use commercially reasonable efforts to
                  cause the arbitration to be conducted in an expeditious manner
                  and to be completed within 60 days after selection of the
                  third arbitrator. The Claim will be determined in accordance
                  with New York law, except to the extent that it conflicts with

                                      -27-
<PAGE>
                  the JAMS Rules and the provisions of this Section 9.04(d).
                  There will be no discovery save for document production except
                  as the arbitrators permit following a determination by the
                  arbitrators that the Person seeking such discovery has a
                  substantial demonstrable need. All other procedural matters
                  will be within the discretion of the arbitrators. The
                  determination of the arbitrators shall be reflected in a
                  writing not to exceed ten pages and will be final and binding
                  on Seller and Buyer with the exception of such review as is
                  expressly authorized by the provisions of the Federal
                  Arbitration Act. Judgment upon the award rendered by the
                  arbitrators may be entered in any court having jurisdiction of
                  such award. No multiple or punitive damages may be awarded by
                  either the arbitrators or the reviewing court.

9.05     LIMITATIONS.

         (a)      Seller and Buyer will not be permitted to recover from the
                  other any consequential, indirect, or punitive damages arising
                  out of or related to this Agreement **THE CONFIDENTIAL PORTION
                  HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                  TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                  COMMISSION.**. For the avoidance of doubt, Seller and Buyer
                  agree that this Section 9.05(a) is not intended to contradict
                  any agreements relating to indemnification and limitations
                  thereon set forth in the other Transaction Documents. Any such
                  provisions in the other Transaction Documents shall govern and
                  control with regard to the matters contemplated by them.

         (b)      The indemnification provided for in Section 9.02(a) shall be
                  subject to the following terms and limitations:

                  (i)      Seller shall not be obligated to pay an aggregate
                           amount for indemnification under Section 9.02(a)(i)
                           in excess of **THE CONFIDENTIAL PORTION HAS BEEN SO
                           OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                           COMMISSION.**.

                  (ii)     Seller shall be obligated to pay any and all amounts
                           for indemnification under Subsections 9.02(a)(ii) and
                           (iii) in full without regard to the limit established
                           by Subsection 9.05(b)(i).

         (c)      The indemnification provided for in Section 9.03(a) shall be
                  subject to the following terms and limitations:

                  (i)      Buyer shall not be obligated to pay any amounts for
                           indemnification under Section 9.03(a)(i) until the
                           aggregate Losses actually incurred by Seller exceed
                           **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED
                           PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
                           HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (the
                           "Buyer Basket"), whereupon Buyer shall be obligated
                           to pay all amounts of Losses actually incurred by
                           Seller under Section 9.03(a)(i) in excess of the
                           Buyer Basket, subject to the limits set forth in
                           clauses (ii) and (iii) below.

                  (ii)     Buyer shall not be obligated to pay an aggregate
                           amount for indemnification under Section 9.03(a)(i)
                           in excess of **THE CONFIDENTIAL PORTION HAS BEEN SO
                           OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                           TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                           COMMISSION.**.

                                      -28-
<PAGE>
                  (iii)    Buyer shall be obligated to pay any and all amounts
                           for indemnification under Subsections 9.03(a)(ii) and
                           (iii) in full without regard to the Buyer Basket or
                           the limit established by Subsection 9.05(c)(ii).

         (d)      In the event any Buyer's Assertion, Seller's Assertion or
                  Claim hereunder results in a Tax benefit or is an insured loss
                  to the indemnified Party, the indemnifying Party will be
                  entitled to a credit against any liability thereunder in the
                  amount by which any Taxes of the indemnified Party are reduced
                  by reason of any deduction or adjustment allowed the
                  indemnified Party for any payment, settlement or satisfaction
                  of such claim, as well as in the amount of and to the extent
                  of any insurance proceeds that the indemnified party recovers.
                  The indemnified party shall use commercially reasonably
                  efforts to recover Losses under insurance policies and to
                  avail itself of Tax benefits arising from any Losses.

9.06     TERMINATION OF INDEMNIFICATION. The obligation to indemnify a Person
         pursuant to Sections 9.02(a)(i) and 9.03(a)(i) will terminate when the
         applicable representation or warranty terminates pursuant to Section
         9.01; provided, however, that such indemnification obligation will not
         terminate with respect to any item as to which the Person to be
         indemnified will have, prior to the expiration of the applicable
         period, previously delivered written notice (stating in reasonable
         detail the nature of, and factual and legal basis for, any Claim, and
         the provisions of this Agreement on which such Claim is made) to the
         other Party.

                                    ARTICLE X

                                   TERMINATION

10.01    TERMINATION. This Agreement may be terminated at any time prior to the
         Closing as follows:

         (a)      by mutual written consent of Seller and Buyer;

         (b)      by either Seller or Buyer if the Closing has not occurred by
                  February 15, 2002, provided that the terminating Person is not
                  then in default under this Agreement; and

         (c)      by either Seller or Buyer if any Governmental Entity has
                  issued a final, non-appealable order, decree or ruling
                  permanently enjoining or prohibiting the consummation of the
                  transactions contemplated by this Agreement.

10.02    PROCEDURE AND EFFECT OF TERMINATION. In the event of termination of
         this Agreement and the transactions contemplated by this Agreement
         pursuant to Section 10.01 of this Agreement, written notice of such
         termination will promptly be given to all appropriate entities and this
         Agreement will terminate and the transactions contemplated by this
         Agreement will be abandoned, without further action by Seller or Buyer,
         and without additional liability on the part of any of them or their
         Affiliates, directors, officers, shareholders, employees, contractors
         or agents, except for Sections 6.03, 6.06 and 10.02 and Article IX and
         any definitions pertaining thereto, which sections and definitions will
         continue to bind the Parties as necessary to effectuate their purpose.
         Nothing contained in this Section 10.02 will release any of Seller or
         Buyer from liability for any breach of this Agreement prior to its
         termination.

                                      -29-
<PAGE>
                                   ARTICLE XI

                                  MISCELLANEOUS

11.01    AMENDMENT AND MODIFICATION. The Transaction Documents may be amended,
         modified, or supplemented only by the written agreement of Seller and
         Buyer.

11.02    WAIVER OF COMPLIANCE. Except as otherwise provided in the Transaction
         Documents, the failure by any Person to comply with any obligation,
         covenant, agreement or condition under such agreements may be waived by
         the Person entitled to the benefit thereof only by a written instrument
         signed by the Person granting such waiver, but such waiver or failure
         to insist upon strict compliance with such obligation, covenant,
         agreement or condition will not operate as a waiver of, or estoppel
         with respect to, any subsequent or other failure. The failure of any
         Person to enforce at any time any of the provisions of such agreements
         will in no way be construed to be a waiver of any such provision, nor
         any way to affect the validity of such agreements or any part thereof
         or the right of a Person thereafter to enforce each and every such
         provision. No waiver of any breach of such provisions will be held to
         be waiver of any other or subsequent breach.

11.03    NO THIRD-PARTY BENEFICIARIES. Except for the provisions of Article IX
         relating to indemnified parties, nothing expressed or implied in the
         Transaction Documents is intended or shall be construed to confer upon
         or give to any Person, other than the Parties to this Agreement and
         their respective successors and permitted assigns, any rights or
         remedies under or by reason of the Transaction Documents.

11.04    NOTICES. All notices required or permitted pursuant to this Agreement
         will be in writing and will be given (and will be deemed to be properly
         given when actually received by the Person entitled to receive the
         notice) by delivery in person, courier service, facsimile or registered
         or certified mail at the address stated below, or at such other address
         as a Party may provide by notice to the other

                  Seller:

                  Merrill Lynch, Pierce, Fenner & Smith Incorporated
                  4 World Financial Center
                  New York, New York 10080
                  Attention:  Office of the General Counsel
                  Copy (which shall not constitute
                  notice) to:

                  Clifford Chance Rogers & Wells LLP
                  200 Park Avenue
                  New York, New York 10166
                  Attention: Kathleen L. Werner

                  Buyer:

                  FT Interactive Data Corporation
                  22 Crosby Drive
                  Bedford, Massachusetts 01730
                  Attention:  Andrea H. Loew, Vice President
                  and General Counsel

                                      -30-
<PAGE>
                  Copy (which shall not constitute notice) to:

                  Sullivan & Worcester LLP
                  One Post Office Square
                  Boston, Massachusetts 02109
                  Attention:  William J. Curry, Esq.

11.05    EXHIBITS AND SCHEDULES; INCORPORATION BY REFERENCE. The exhibits and
         schedules attached to this Agreement are incorporated by reference into
         and made a part of this Agreement. The fact that any document, asset,
         item, action, entity, event, condition, claim, agreement, or other
         matter (hereinafter collectively referred to as "Matter") is set forth
         or described or referred to in an one or more exhibits or schedules
         will not be construed as a representation, warranty, acknowledgment or
         admission by any Person or as evidence that such Matter is, or may at
         any time be or have been material or in any way significant to the
         transactions contemplated by this Agreement. Disclosure in any exhibit
         or schedule to this Agreement will be deemed to be disclosure in any
         exhibit(s) or schedule(s) where such disclosure would be appropriate or
         required.

11.06    SUCCESSORS AND ASSIGNS. The Transaction Documents will be binding upon
         and will inure to the benefit of the signatories to the Transaction
         Documents and their respective successors and permitted assigns. Except
         as otherwise set forth in the applicable Transaction Document, neither
         Seller nor Buyer may assign any of the Transaction Documents, or any of
         their rights or liabilities under the Transaction Documents, without
         the prior written consent of the other signatories to the Transaction
         Documents, provided that Seller and Buyer may so assign in whole or in
         part, to one or more of their Affiliates.

11.07    ENTIRE AGREEMENT. The Transaction Documents and the Confidentiality
         Agreement constitute the entire agreement between the signatories to
         this Agreement with respect to the subject matter of the Transaction
         Documents and will supersede all previous negotiations, commitments,
         and writings with respect to such subject matter. SELLER AND BUYER MAKE
         NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, OTHER
         THAN THOSE SPECIFICALLY SET FORTH IN THE TRANSACTION DOCUMENTS.

11.08    SEVERABILITY. The illegality or partial illegality of any or all of the
         Transaction Documents, or any provision of the Transaction Documents,
         will not affect the validity of the remainder of such agreements, or
         any provision thereof, and the illegality or partial illegality of any
         such agreements will not affect the validity of any such agreement in
         any jurisdiction in which such determination of illegality or partial
         illegality has not been made, except in either case to the extent such
         illegality or partial illegality causes such agreements to no longer
         contain all of the material provisions reasonably expected by the
         signatories to be contained therein.

11.09    CAPTIONS. The captions appearing in the Transaction Documents are
         inserted only as a matter of convenience and as a reference and in no
         way define, limit or describe the scope or intent of such agreements or
         any of the provisions thereof.

11.10    COUNTERPARTS. The Transaction Documents may be executed in two or more
         counterparts, each of which will be deemed to be an original, but all
         such counterparts shall together constitute one and the same
         instrument.

                                      -31-
<PAGE>
11.11    GOVERNING LAW. The Transaction Documents will be governed by and
         construed in accordance with the laws of the State of New York.

11.12    JURISDICTION AND SERVICE OF PROCESS. Any legal action or proceeding
         with respect to the Transaction Documents shall be brought in the
         courts of the State of New York or of the United States of America for
         the Southern District of New York. By execution and delivery of this
         Agreement, each Party accepts for itself and in respect of its
         property, generally and unconditionally, the jurisdiction of the
         aforesaid courts. Each Party irrevocably consents to the service of
         process of any of the aforementioned courts in any such action or
         proceeding by the mailing of copies of service of process by certified
         mail, postage prepaid, to the Party at its address set forth in Section
         11.04 of this Agreement.

11.13    WAIVER OF JURY TRIAL. SELLER AND BUYER HEREBY IRREVOCABLY WAIVE ALL
         RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
         (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
         RELATING TO THE TRANSACTION DOCUMENTS OR THE ACTIONS OF SELLER OR BUYER
         IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THE
         TRANSACTION DOCUMENTS.

                                      -32-
<PAGE>
         IN WITNESS WHEREOF, each of the signatories hereto has caused this
Agreement to be signed by their respective duly authorized officers as of the
date first above written.



MERRILL LYNCH, PIERCE, FENNER & SMITH       FT INTERACTIVE DATA CORPORATION
INCORPORATED

By:  /s/ Laurence A. Tosi                   By:  /s/ Stuart J. Clark
    ---------------------------------          --------------------------------
Name: Laurence A. Tosi                      Name:  Stuart J. Clark
Title:  First Vice President                Title:  President and Chief
                                                    Executive Officer

                                      -33-
<PAGE>
         The following exhibits and schedules have been omitted and will be
supplementally furnished to the Securities and Exchange Commission upon request:

<TABLE>
<CAPTION>
         Exhibits
<S>                            <C>
         Exhibit 1.17 .......  Form of Data and Software License and Services Agreement
         Exhibit 1.37 .......  Form of ML Fixed Income Output License
         Exhibit 1.40 .......  Form of Real Estate License
         Exhibit 1.46 .......  Form of Transitional Services Agreement
</TABLE>

<TABLE>
<CAPTION>
         Schedules
<S>                            <C>
         Schedule 1.01 ......  Acquired Assets
         Schedule 1.14 ......  Contracts
         Schedule 1.21 ......  Equipment
         Schedule 1.26 ......  Financial Information
         Schedule 1.32 ......  Knowledge of Seller/Buyer
         Schedule 1.33 ......  Licenses
         Schedule 1.36 ......  Merrill Lynch Code
         Schedule 1.38 ......  Permitted Liens
         Schedule 4.03 ......  Authorizations
         Schedule 4.04 ......  Conflicts
         Schedule 4.05 ......  Compliance with Laws
         Schedule 4.06 ......  Contracts
         Schedule 4.07 ......  Equipment not in Good Operating Condition
         Schedule 4.10 ......  Intellectual Property
         Schedule 4.11 ......  Litigation and Claims
         Schedule 4.12 ......  Permits
         Schedule 4.13 ......  Recent Conduct of the Business
         Schedule 4.15 ......  Title to Tangible Assets
         Schedule 4.16 ......  Employee Benefits Plans; ERISA
         Schedule 4.17 ......  Employment Arrangements
         Schedule 4.19 ......  Certain Customer Changes
         Schedule 5.03 ......  Authorizations
         Schedule 5.07 ......  Litigation and Claims
         Schedule 6.05(d) ...  Third Party Vendors
         Schedule 6.10 ......  Continuing Employees
         Schedule 6.18 ......  Seller Invoiced Contracts
</TABLE>