Exhibit 10.31

                          SALES AND MARKETING AGREEMENT

         This SALES AND MARKETING AGREEMENT is entered into as of April 29, 2000
(the "Effective Date"), by and between Wall Street Strategies,  Inc., a Delaware
corporation,  with offices at 130 William Street,  Suite 401, New York, New York
10038 ("WSS"), and Data Broadcasting Corporation,  a Delaware corporation,  with
offices at 3955 Point Eden Way, Hayward, California 94545-3720 ("DBC").

         WHEREAS, WSS generates commentary and quantitative data relating to the
financial and options markets;

         WHEREAS, DBC is a general financial market data provider;

         WHEREAS, DBC has the ability to promote and market the WSS Research;

         WHEREAS,  on the terms and subject to the  conditions  hereinafter  set
forth,  WSS desires to grant to DBC,  and DBC  desires to accept  from WSS,  the
appointment as a sales and marketing representative for the WSS Research.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and promises herein contained, the parties hereto agree as follows:

1.       Use of WSS Research

         1.1.     For purposes of this Agreement,  "WSS Research" shall mean the
                  text,  information,  data and images  (still and moving) which
                  comprise the daily  "Morning  Shot" and daily  "Closing  Shot"
                  products  of  WSS,  together  with  market  commentary  on the
                  Morning  Shot  product,  as  described  in  Exhibit A attached
                  hereto.

         1.2.     WSS hereby grants to DBC, during the Term (as defined  herein)
                  and so long as DBC is not in breach of any provisions  hereof,
                  the worldwide, non-exclusive,  non-transferable right, subject
                  to  the  terms  and   conditions  of  this  Agreement  (i)  to
                  distribute  the WSS Research  solely by displaying it to DBC's
                  paid  subscribers  on  DBC's  Web  sites  having  the  Uniform
                  Resource   Locators   corresponding   to   "www.dbc.com"   and
                  "www.esignal.com"  (the "DBC Web Sites") and to make only such
                  internal  copies as are necessary to create that display,  and
                  (ii) to use the trade names and  trademarks of WSS and the WSS
                  Research (the "WSS Marks") in connection with its advertising,
                  marketing,  sale and  display of the WSS  Research,  but in no
                  event  shall  DBC have any  ownership  in or to any of the WSS
                  Marks.   Except  as  set  forth  herein,   no  other  copying,
                  dissemination,  publication,  display or  distribution  in any
                  form of the WSS  Research  or the WSS  Marks,  in  whole or in
                  part, by DBC is permitted without the prior written consent of
                  WSS. All other rights whatsoever, including without limitation
                  rights in respect of any other media,  are expressly  reserved
                  for WSS.

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2.       Duties of WSS

         WSS hereby agrees to perform the following obligations:

         2.1.     WSS shall  establish a Web site on which WSS Research  will be
                  available only to DBC's paid  subscribers who subscribe to the
                  WSS  Research  on the DBC Web Sites.  WSS and DBC may agree on
                  other methods of making the WSS Research available to DBC.

         2.2.     WSS will retain sole  responsibility  for the editorial matter
                  and opinions  that may be expressed in the WSS  Research.  WSS
                  reserves to itself complete  editorial freedom in the form and
                  content of the WSS  Research  and may alter the same from time
                  to time. WSS will keep the WSS Research current, notify DBC of
                  any errors  and/or  omissions  in the WSS  Research  within 24
                  hours of identifying  such errors and/or  omissions,  and will
                  correct such errors and/or  omissions  within 24 hours of such
                  identification.

         2.3.     WSS will  maintain  a  subscriber  phone  line  during  normal
                  business  hours (Eastern Time 8:00 a.m. to 6:00 p.m.) in order
                  to respond to  subscriber  inquiries  regarding the content of
                  the WSS Research or any matter referenced therein.

         2.4.     WSS will be responsible for product design and content and may
                  make whatever changes it deems  appropriate from time to time.
                  WSS  shall  be  solely  responsible  for  delivering  the  WSS
                  Research to the  communications  carrier selected by the joint
                  agreement of both parties.

         2.5.     WSS will comply with all laws and  regulations  pertaining  to
                  the publication of the WSS Research, and shall comply with the
                  requirements   of  all  regulatory   agencies  that  may  have
                  jurisdiction over the publication of the WSS Research.

         2.6.     WSS's  employees will be accessible to discuss or meet monthly
                  with DBC at mutually  agreeable times to discuss its sales and
                  marketing  efforts  and  other  issues  pertaining  to the WSS
                  Research.

         2.7.     During the term of this Agreement, WSS agrees not to offer the
                  WSS  Research  to any  financial  market  data  provider  that
                  competes with DBC, or to the  subscribers  thereof,  at a rate
                  lower than that specified in this  Agreement,  unless WSS also
                  offers  such lower rate  under this  Agreement  to DBC and its
                  subscribers.

3.       Duties of DBC

         DBC hereby agrees to perform the following obligations:


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         3.1.     DBC  will  display  the  WSS Research in a  password-protected
                  environment  and in the exact form in which it is  received by
                  DBC, and shall not modify or edit any WSS Research without the
                  prior  written  consent  of  WSS.  DBC  will  display  the WSS
                  Research  on DBC's Web Sites  promptly  after the later of (i)
                  the time on which such WSS  Research  is received at DBC's Web
                  Sites  and  (ii)  the  end  of  any  embargo  period  that  is
                  identified  by WSS with  respect to all or any  portion of the
                  WSS  Research.  DBC may display WSS Research that is more than
                  24 hours old in DBC's Web Sites only if such WSS  Research  is
                  clearly  identified  by the date on  which  it was  originally
                  provided  to DBC by WSS  and  only  during  the  term  of this
                  Agreement.

         3.2.     DBC will use its best business  judgment and efforts to market
                  and promote the WSS Research through the DBC Web Sites, online
                  newsletter, direct mail, e-mail and print advertisements.  DBC
                  agrees  to  give  WSS  the  right  of  final  approval  of all
                  advertisements  and marketing  communications in regard to WSS
                  Research,  including  any use of the WSS  Marks.  DBC may from
                  time to time offer  technical  assistance  in order to improve
                  and automate the layout process.

         3.3.     DBC will  comply  with all laws and  regulations  relating  or
                  pertaining to the sales,  advertising  or promotion of the WSS
                  Research,  and  shall  comply  with  the  requirements  of all
                  regulatory  agencies that have  jurisdiction over the sale and
                  promotion of the WSS Research.

         3.4.     DBC's  employees  will be available to discuss or meet monthly
                  with WSS at mutually  agreeable times to discuss its sales and
                  marketing  efforts  and  other  issues  pertaining  to the WSS
                  Research.

         3.5.     DBC agrees to send a sales  representative  to the home office
                  of WSS for product  training every six months.  DBC also gives
                  WSS the  right  to  observe  the  DBC  sales  process  through
                  visitation to the DBC home office at least once per year.

         3.6.     DBC agrees to allow Charles Payne to be a featured speaker (or
                  another  representative  if Charles is  unavailable)  at a DBC
                  sponsored seminar at a minimum of once per quarter.

4.       Free Trials

         [* * *]



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5.       Fees and Payments

         5.1.     During the Term, the WSS Research shall be sold  by DBC at the
                  price of [* * *] per month.

         5.2.     [* * *]  will be  responsible for the  billing, accounting and
                  collection of subscription fees paid by [* * *].

         5.3.     [* * *]

                  5.3.1.   [* * *] Each statement  shall contain  information in
                           detail to permit the accuracy of each payment due and
                           payable to [* * *] pursuant to this  Agreement  to be
                           readily  ascertainable.  Each  statement  shall  also
                           include the name,  mailing address,  phone number and
                           e-mail  address for each  subscriber  covered by such
                           statement.  Full  payment of  the  amounts  owing  to
                           [* * *] as set forth in the statement,  shall be made
                           with the delivery of the statement.

                  5.3.2.   WSS and its  agents and  representatives  shall, upon
                           reasonable advance notice,  have the right to inspect
                           and audit DBC's books and records during normal hours
                           once per   year.  If  such   audit  determines   that
                           [* * *] of the amounts actually
                           due for the period  under audit,  DBC will  reimburse
                           WSS for the reasonable, actual cost of the inspection
                           and  audit,  and shall  remit  payment to WSS as they
                           relate  to this  Agreement  within 10  business  days
                           following  DBC's receipt of the result of such audit.
                           DBC shall  have  access to all work  papers and other
                           data requested by auditor.

         5.4.     If  DBC  fails  to  make  payments  as  required   under  this
                  Agreement  [* * *],  or  the highest  level  allowable by law,
                  whichever is less,  plus any reasonable  attorneys' fees that
                  are incurred in collection.

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6.       Proprietary Rights

         6.1.     WSS  retains  exclusive  title to, and  ownership  of, the WSS
                  Research,  all computer software,  processes and formulas used
                  in  developing  such  information,  the  WSS  Marks,  and  all
                  intellectual property rights thereto. This Agreement does not,
                  and shall not be  construed  to, give DBC, or any other party,
                  any right,  claim,  title to or ownership  interest in the WSS
                  Research,   the  WSS  Marks,  or  any  trade  secret,  patent,
                  copyright,  trade name,  trademark or other  proprietary right
                  owned, applied for or subsequently acquired by WSS.

         6.2.     This  Agreement  does not give,  and shall not be construed to
                  give,  to WSS or any other  party any right,  claim,  title or
                  ownership  interest in any trade  secret,  patent,  copyright,
                  trade  name,  trademark  or  other  proprietary  right  owned,
                  applied for or subsequently acquired by DBC.

         6.3.     DBC shall not remove,  cancel or obliterate  any  copyright or
                  other  proprietary  notice or any credit-line  included in the
                  WSS  Research.  DBC shall insert on each screen that  contains
                  any WSS Research,  and in close proximity to the WSS Research,
                  the following  notice:  "Copyright  [insert current year] Wall
                  Street Strategies, Inc. All rights reserved.  Republication or
                  redistribution of Wall Street Strategies content, including by
                  framing or similar means, is expressly  prohibited without the
                  prior written consent of Wall Street  Strategies.  Wall Street
                  Strategies shall not be liable for any errors or delays in the
                  content,  or for any actions  taken in reliance  thereon."  or
                  such other  notice as may be  specified in writing by WSS from
                  time to time during the Term.

         6.4.     To the extent  technologically  feasible, DBC shall not permit
                  any third party Internet site or on-line  service to frame any
                  DBC Web Site such that any WSS  Research  appears  on the same
                  screen as such party's  Internet site or on-line  service.  To
                  the extent that it is not technologically  feasible to prevent
                  such  framing,  DBC shall  cooperate  with WSS,  to the extent
                  reasonably  requested  by WSS and at the  expense  of WSS,  in
                  causing  such  third  party  to cease  and  desist  from  such
                  framing.

7.       Confidentiality

         Each party (the "Receiving  Party")  undertakes to retain in confidence
         the terms of this Agreement and all other  non-public  information  and
         know-how of the other  party  disclosed  or  acquired by the  Receiving
         Party pursuant to or in connection  with this Agreement which is either
         designated as proprietary  and/or  confidential or by the nature of the
         circumstances surrounding disclosure, ought in good faith to be treated
         as  proprietary  and/or  confidential   ("Confidential   Information");
         provided that each party may disclose the terms and  conditions of this
         Agreement  to its  immediate  legal and  financial  consultants  in the
         ordinary course of its business.  Each party agrees to use commercially
         reasonable  efforts to protect  Confidential  Information  of the other
         party, and in any event, to take precautions at least as great as those

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         taken to protect its own confidential  information of a similar nature.
         Each  party   acknowledges   that  the  terms  of  this  Agreement  are
         Confidential Information of the other party. The foregoing restrictions
         shall not apply to any information that: (a) was known by the Receiving
         Party prior to  disclosure  thereof by the other  party;  (b) was in or
         entered the public domain through no fault of the Receiving  Party; (c)
         is disclosed to the Receiving  Party by a third party legally  entitled
         to  make  such  disclosure  without  violation  of  any  obligation  of
         confidentiality;  (d) is required to be disclosed by applicable laws or
         regulations  (but in such  event,  only to the  extent  required  to be
         disclosed);  or (e) is  independently  developed by the Receiving Party
         without  reference to any Confidential  Information of the other party.
         Upon request of the other party,  or in any event upon any  termination
         or  expiration  of the Term,  each party shall  return to the other all
         materials,  in any medium, which contain,  embody, reflect or reference
         all or any part of any  Confidential  Information  of the other  party.
         Each  party  acknowledges  that  breach of this  provision  by it would
         result in irreparable  harm to the other party, for which money damages
         would be an  insufficient  remedy,  and therefore  that the other party
         shall be entitled to seek  injunctive  relief to enforce the provisions
         of this Paragraph 7.

8.       Term

         The term of this  Agreement  (the "Term")  shall be for a period of one
         (1)  year  from  the  Effective  Date  unless  earlier   terminated  in
         accordance  with the  provisions  hereof  and  shall  be  automatically
         renewed for an additional one (1) year period unless either party gives
         written  notice of its  intent  not to renew at least  sixty  (60) days
         prior to the end of the then current term.

9.       Termination

         9.1.     Anything   contained   in  this   Agreement  to  the  contrary
                  notwithstanding,  this Agreement may immediately be terminated
                  at any  time  prior to the  expiration  of the  Term,  without
                  prejudice to any rights which the terminating  party may have,
                  by 60 days' prior written notice from the terminating party to
                  the other party upon the  occurrence  of any of the  following
                  events:

                  9.1.1.   by WSS upon DBC's default in the  performance  of any
                           of its  obligations  provided  for in this  Agreement
                           (including,  but not limited to,  failure to make any
                           payment due  hereunder)  or upon the breach by DBC of
                           any  material  provision of this  Agreement,  if such
                           default  or breach is not cured by DBC within 30 days
                           after receiving written notice thereof from WSS;

                  9.1.2.   by DBC upon WSS's default in the  performance  of any
                           of its obligations  provided for in this Agreement or
                           upon the breach by WSS of any  material  provision of
                           this  Agreement,  if such  default  or  breach is not
                           cured within 30 days after  receiving  written notice
                           thereof from DBC; or

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                  9.1.3.   by  either   party  if  the  other   party  makes  an
                           assignment for the benefit of its creditors, or files
                           a  voluntary   petition   under  any   bankruptcy  or
                           insolvency  law, the  reorganization  or  arrangement
                           provisions of the United States  Bankruptcy  Code, or
                           any  law or like  import,  or  fails  to  obtain  the
                           dismissal  within 60 days of an involuntary  petition
                           filed under any such law, or if a trustee or receiver
                           is appointed for the other party or its property.

         9.2.     Immediately  upon termination of this agreement for any cause,
                  DBC's right to market,  sell and display  WSS  Research  under
                  this  Agreement  shall  terminate  and DBC is not  entitled to
                  further compensation under this Agreement except as set out in
                  Section 10.

         9.3.     Upon termination of  this Agreement  by  DBC or  WSS, DBC will
                  immediately  delete all files and data items  transferred from
                  WSS,  and/or files and data items which were derived from such
                  transferred  files, that are stored on DBC's servers or in any
                  databases  or systems  owned by DBC or under DBC  control,  or
                  under the control of any contractor,  service bureau,  general
                  or limited partner or agent,  whose control and/or  possession
                  of said data derives from an association or relationship  with
                  DBC. No data of WSS in any form shall remain in the possession
                  of DBC or any contractors, service bureaus, general or limited
                  partners or agents,  whose control  and/or  possession of said
                  data derives from an  association  or  relationship  with DBC,
                  after this Agreement has been terminated.

10.      Survival of DBC Revenue Participation

         10.1.    In the event of the termination of this Agreement,  DBC agrees
                  to provide WSS with all the  information  that is necessary to
                  continue serving the then existing  subscribers  including the
                  trial  subscribers  such as names,  mailing  addresses,  voice
                  phone numbers, e-mail addresses,  billing information, and any
                  other necessary information.

         10.2.    In the event of the termination of this Agreement,  DBC agrees
                  to remit  payment to WSS for all  amounts  due  hereunder  for
                  revenue  earned  by  DBC  up to  and  including  the  date  of
                  termination, notwithstanding that such revenue may actually be
                  received by DBC subsequent to the date of such termination.

11.      Representations, Warranties, Disclaimers and Limitation of Remedies

         11.1.    Each of   WSS  and  DBC  hereby represents and warrants to the
                  other, as of the date hereof, that:

                  11.1.1.  it  is  a  corporation  duly  organized  and  validly
                           existing  under the laws of the  jurisdiction  of its
                           incorporation  and has all  corporate  powers and all


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                           material   governmental   licenses,   authorizations,
                           permits,  consents and approvals required to carry on
                           its business as now conducted;

                  11.1.2.  the execution, delivery and performance by it of this
                           Agreement  are within its  corporate  powers and have
                           been  duly  authorized  by  all  necessary  corporate
                           action on its part;

                  11.1.3.  this  Agreement   constitutes  a  valid  and  binding
                           agreement  enforceable  against it in accordance with
                           its terms,  except as (i) the  enforceability  hereof
                           may be limited by bankruptcy,  insolvency, moratorium
                           or other similar laws  affecting the  enforcement  of
                           creditors'   rights    generally,    and   (ii)   the
                           availability of equitable  remedies may be limited by
                           equitable principles of general applicability;

                  11.1.4.  the  execution,  delivery  and  performance  of  this
                           Agreement  by it  require  no action by or in respect
                           of, or filing with, any governmental  body, agency or
                           official,  except such  filings as have been or shall
                           be timely made; and

                  11.1.5.  the   execution,  delivery  and  performance  of this
                           Agreement  by it do not and will not (i)  violate its
                           organizational documents, (ii) violate any applicable
                           law,  regulation,   judgment,  injunction,  order  or
                           decree,  or (iii)  require  any  notice or consent or
                           other  action  by  any  person  under,  constitute  a
                           default   under,   or  give  rise  to  any  right  of
                           termination,  cancellation  or  acceleration  of  any
                           right or obligation of it or to a loss of any benefit
                           to which it is entitled under, any agreement or other
                           instrument binding upon it or any license, franchise,
                           permit or other similar authorization held by it.

         11.2.    WSS hereby represents and warrants that the WSS Research,  and
                  the  contents  thereof,  shall not  infringe  or  violate  any
                  copyright or other proprietary right of any third party.

         11.3.    Neither  party  shall be liable for any failure to perform any
                  obligation (other than payment obligations) hereunder, or from
                  any delay in the performance thereof, due to causes reasonably
                  beyond its control,  including industrial disputes of whatever
                  nature, acts of God, public enemy, acts of government, failure
                  of telecommunications, fire or other casualty.

         11.4.    EXCEPT AS EXPRESSLY PROVIDED HEREIN,  WSS EXPRESSLY  DISCLAIMS
                  ALL  WARRANTIES  WITH  RESPECT TO THE WSS RESEARCH AND THE WSS
                  MARKS,  EXPRESS OR  IMPLIED,  INCLUDING,  WITHOUT  LIMITATION,
                  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS  FOR A  PARTICULAR
                  PURPOSE.

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         11.5.    Under no circumstances  will either party, its affiliates,  or
                  their respective officers, employees,  directors and agents be
                  liable for any indirect,  incidental, special or consequential
                  damages with  respect to the  provision of the WSS Research to
                  DBC,  including  lost  profits,  regardless  of  whether  such
                  damages could reasonably have been foreseen or prevented.

12.      Indemnification

         12.1.    DBC shall defend and indemnify WSS and its affiliates and each
                  of their respective officers, employees, directors and agents,
                  and the heirs,  executors,  successors  and assigns of each of
                  the foregoing  (collectively,  the "WSS Indemnified  Parties")
                  from and against any and all Losses (as  hereinafter  defined)
                  incurred by any WSS Indemnified Party arising out of, relating
                  to  or   resulting   from  (i)  any   breach  by  DBC  of  any
                  representation,   warranty,   covenant  or   agreement  of  it
                  contained  in  this  Agreement  or  in  connection   with  the
                  transaction contemplated hereby, and (ii) the marketing, sales
                  and  advertising  of the WSS  Research by DBC,  including  the
                  infringement of any third party's intellectual property rights
                  by the  content  of the  DBC  Web  Sites  other  than  the WSS
                  Research.

         12.2.    WSS shall defend and indemnify DBC and its affiliates and each
                  of their respective officers, employees, directors and agents,
                  and the heirs,  executors,  successors  and assigns of each of
                  the foregoing  (collectively,  the "DBC Indemnified  Parties")
                  from and against any and all Losses (as  hereinafter  defined)
                  incurred by any DBC Indemnified Party arising out of, relating
                  to  or   resulting   from  (i)  any   breach  by  WSS  of  any
                  representation,   warranty,   covenant  or   agreement  of  it
                  contained  in  this  Agreement  or  in  connection   with  the
                  transaction  contemplated hereby, and (ii) any claims that the
                  content and  distribution  of the WSS Research or any WSS Mark
                  infringes  any third  party's  rights,  provided  that (a) the
                  relevant claim does not arise from any modification of the WSS
                  Research or the WSS Marks made by DBC or any person  receiving
                  the WSS Research  through DBC, and (b) the relevant claim does
                  not concern  content  that WSS has  notified DBC should not be
                  used.

         12.3.    For  purposes of this  Agreement,  "Losses"  means any and all
                  claims, losses, costs,  obligations,  liabilities,  settlement
                  payments,  awards,  judgments,   fines,  penalties,   damages,
                  expenses, deficiencies or other charges of any kind, nature or
                  description whatsoever, including reasonable attorneys' fees.

         12.4.    An indemnified  party shall notify an  indemnifying  party  in
                  writing of any claim for defense or indemnification hereunder,
                  including,  without  limitation,  any  claim  for  defense  or
                  indemnification  based upon a claim  asserted by a third party
                  ("Third  Party  Claim"),  within a  reasonable  period of time
                  after  the  indemnified  party  first  becomes  aware  of  the
                  existence of such claim.  Such notice shall specify the nature
                  of such claim in reasonable detail and the indemnifying  party

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                  shall  be  given   reasonable   access  to  any  documents  or
                  properties  within the control of the indemnified party as may
                  be useful in the investigation of the basis for such claim.

         12.5.    Within 10 business days after  receiving  written  notice from
                  the   indemnified   party   pursuant  to  Section  12.4,   the
                  indemnifying party will have the right, exercisable by written
                  notice to the  indemnified  party,  to assume the defense of a
                  Third Party  Claim.  If the  indemnifying  party  assumes such
                  defense,  the indemnifying party may select counsel reasonably
                  acceptable to the indemnified party.

         12.6.    If  the  indemnifying  party  (a)  does not assume the defense
                  of any Third Party Claim in  accordance  with Section 12.5; or
                  (b) having assumed such defense,  fails to defend against such
                  Third Party Claim with reasonable  diligence;  or (c) has been
                  advised by the written  opinion of counsel to the  indemnified
                  party that the use of the same counsel to  represent  both the
                  indemnifying  party and the indemnified  party would present a
                  conflict   of   interest   under  the   applicable   rules  of
                  professional  conduct;  then upon 10 business days' notice the
                  indemnified  party may assume the  defense of such Third Party
                  Claim. In such event,  the indemnified  party will be entitled
                  to  indemnification  for the costs of such  defense  as Losses
                  under this Section 12.

         12.7.    The party controlling  the defense of a Third Party Claim will
                  have the  right to  consent  to the  entry  of  judgment  with
                  respect to, or otherwise  settle,  such Third Party Claim with
                  the prior  written  consent of the other party,  which consent
                  shall not be unreasonably withheld or delayed;  provided, that
                  such other party may withhold its consent if any such judgment
                  or settlement would impose a monetary obligation on such other
                  party that is not  covered by the  indemnification  under this
                  Section 12, would impose material non-monetary obligations, or
                  does not include an unconditional  release of such other party
                  and its affiliates from all claims of the Third Party Claim.

         12.8.    The  indemnifying   party  and  the  indemnified   party  will
                  cooperate,  and will  cause  their  respective  affiliates  to
                  cooperate,  in the defense or  prosecution  of any Third Party
                  Claim. The indemnifying party or the indemnified party, as the
                  case  may be,  will  have  right  to  participate,  at its own
                  expense,  in the  defense  or  settlement  of any Third  Party
                  Claim.

13.       Notices

                  All notices,  requests,  legal process or other communications
                  to be given  hereunder  shall be in writing and shall be given
                  by (a) certified or registered mail, return receipt requested,
                  or (b) nationally recognized commercial courier,  addressed to
                  the other at the address  hereinafter  in this  paragraph  set
                  forth,  or at  such  other  address  as may be  designated  in
                  writing  by any such  party to the other  given in the  manner
                  prescribed in this paragraph:

                                       10
<PAGE>


                  If to WSS:    Wall Street Strategies
                                130 William Street, suite 401
                                New York, NY 10038
                                212-514-9500

                  If to DBC:    Data Broadcasting Corporation-eSignal
                                3955 Point Eden Way
                                Hayward, CA 94545-3720
                                510-266-6000

14.      No Partnership or Joint Venture

         This  agreement  does not  constitute,  and shall not be  construed  as
         creating,   any  agency,   employment,   joint  venture,   partnership,
         representation or fiduciary  relationship  between the parties.  Except
         with respect to WSS Indemnified  Parties and DBC  Indemnified  Parties,
         nothing herein contained shall give, or is intended to give, any rights
         of any kind to third persons.

15.      Successor and Assignment

         This  Agreement  shall be binding  upon and inure to the benefit of the
         parties hereto and their successors and permitted  assigns upon written
         agreement  of both  parties.  A party shall not assign its rights under
         this  Agreement or this  Agreement  without the written  consent of the
         other party.  Any  attempted  assignment  without such written  consent
         shall be void.  A sale or transfer of the  business of either  party to
         which this Agreement  relates,  whether by a sale or transfer of assets
         or of capital stock, or by merger,  consolidation or other arrangement,
         shall be deemed an assignment of this Agreement.

16.      Waiver and Modification

         No waiver, modification,  alteration,  amendment or cancellation of any
         term or condition of this Agreement shall be effective  unless executed
         in writing and signed by both parties.  No written  waiver shall excuse
         the  performance of any act other than those  specifically  referred to
         therein.

17.      Construction

         The validity,  construction  and enforcement of this Agreement shall be
         governed by and  interpreted  in accordance  with the laws of New York,
         New York without regard to conflict of laws principles.

                                       11
<PAGE>


18.      Severability

         If any sentence,  paragraph, clause, or combination of the same in this
         Agreement   is  held  by  a  court  or  other   tribunal  of  competent
         jurisdiction to be  unenforceable in any  jurisdiction,  such sentence,
         paragraph,  clause,  or  combination  shall  be  unenforceable  in  the
         jurisdiction  where it is invalid and the  remainder of this  Agreement
         shall  remain  binding on the parties in such  jurisdiction  as if such
         unenforceable   provision   had  not   been   contained   herein.   The
         enforceability of such sentence,  paragraph,  clause, or combination of
         the same in this  Agreement  shall be  otherwise  unaffected  and shall
         remain enforceable in all other jurisdictions.

19.      Arbitration

         Any  controversy  between the  parties  regarding  payment  obligations
         hereunder  that the parties are unable to resolve after 90 days of good
         faith and diligent  negotiations  following the written  notice of such
         controversy  by one party to the other  party,  shall be  submitted  to
         arbitration before the American Arbitration Association,  in accordance
         with the rules then obtaining.  The situs of any such arbitration shall
         be in New York, New York. Any arbitration  hereunder shall be before at
         least three arbitrators and the award of the arbitrators, or a majority
         of them, shall be final, binding and conclusive,  and judgment upon the
         award  rendered may be entered in any court,  state or federal,  having
         jurisdiction. The arbitrators shall apportion all costs and expenses of
         the  arbitration,  including  the  arbitrators'  fees and  expenses  of
         experts  between  the  prevailing  and  non-prevailing  parties  as the
         arbitrators deem fair and reasonable,  and may include in the award the
         prevailing  party's attorneys' fees and expenses in connection with any
         and all proceedings under the arbitration.

20.      Entire Agreement

         This Agreement  constitutes  the entire  agreement  between the parties
         hereto with respect to the subject  matter  hereof and  supersedes  all
         prior written or oral representations,  commitments,  understandings or
         agreements.

         IN WITNESS WHEREOF,  the parties have executed this Sales and Marketing
Agreement as of the day and year first above written.

DATA BROADCASTING CORPORATION                 WALL STREET STRATEGIES, INC.


By /s/ Charles M. Thompson                    By /s/ Shawn D. Baldwin
  ----------------------------------            --------------------------------
   Charles M. Thompson                          Shawn D. Baldwin
   Senior Vice President & Managing             Title: Chief Strategy Officer
   Director

                                       12

<PAGE>



                                    EXHIBIT A
                        TO SALES AND MARKETING AGREEMENT


WSS will provide the following content in the co-branded Street Shots product:

     1.  [***] daily market commentary at approximately [***] and [***] New York
         City time with Trading Tip box and archived commentary.

     2.  Stock Updates at approximately [***] and [***] New York City time. (Not
         all  Stock  Updates  will  include an actual buy  recommendation due to
         unfavorable market conditions.)

         Each Stock Update will include:
         [***]

     3.  Track Record for Street Shots

                                       13