**EXHIBIT10(a)**

**ASSETPURCHASE AGREEMENTAND PLAN OF REORGANIZATION**

                THIS ASSET PURCHASE AGREEMENTAND PLAN OF REORGANIZATION (this "Agreement"), dated as of April 27,2001, is made and entered into by and between HYPERFEED TECHNOLOGIESCORPORATION, a Delaware corporation, or its nominee ("Purchaser"),and MARKETSCREEN.COM, INC, a Delaware corporation, ("Seller") andAndrew Yasinsky, Neil Waldo and James Wilson (each individually a “Principal”and collectively, the "Principals").

**WITNESSETH:**

                WHEREAS, Seller desires to sellcertain of Seller's assets relating to Seller’s business and operations as suchbusiness and operations are currently operated (the "Business"), andPurchaser desires to purchase such assets and assume certain of Seller's liabilities,in a form of transaction that qualifies as a tax-free reorganization underSection 368 of the Internal Revenue Code;

                WHEREAS, the Principals areSeller's sole stockholders.

                NOW, THEREFORE, in considerationof the mutual representations, warranties and covenants herein contained, andon the terms and subject to the conditions herein set forth, the partieshereto, intending to be legally bound, hereby covenant and agree as follows:

**ARTICLEI**Purchase and Sale

                Section 1.1             Sale and Purchase of Assets.  Subject to and upon the terms and conditionscontained herein, at the Closing (as hereinafter defined); Seller shall sell,transfer, assign, convey and deliver to Purchaser, and Purchaser shallpurchase, accept and acquire from Seller, substantially all of the assets ofSeller, including but not limited to the assets owned or used by Seller in theBusiness, except for the Excluded Assets (as hereinafter defined), which assetsshall be free and clear of all liens, liabilities, security interests, claims,and encumbrances, except as otherwise expressly provided herein.  All such assets to be acquired as providedherein are sometimes collectively referred to as the "PurchasedAssets".  Notwithstanding anythingherein to the contrary, the Purchased Assets shall specifically exclude thoseassets of Seller set forth in Schedule 1.1 hereto (collectively the"Excluded Assets").  Withoutlimiting the generality of the foregoing description of the Purchased Assets,the Purchased Assets shall include without limitation the following:

                (a)           Inventory.  All inventory (whether raw material, work-in-process or finishedgoods) of Seller, if any, used in connection with the business of Seller(collectively, the “Inventory”);

                (b)           Equipment.  All the furniture, office equipment, computer equipment,machinery, equipment, vehicles, and other items of personal property owned bySeller including, without limitation, the items set forth on Schedule 1.1(b)(collectively, the “Fixed Assets”);

                (c)           Intangibles and IntellectualProperty.  All of the right, title andinterest Seller may possess in and to the following, whether owned or licensedby Seller: any name used by Seller; the customer lists used by Seller inconnection with the business; the goodwill of Seller; all of Seller’strademarks, trade names, service marks, service names, internet domain names,copyrights, patents, inventions, rights, trade secrets, engineering and otherdrawings, computer software, technology, software source code anddocumentation, technical information, engineering data, design and engineeringspecifications, promotional literature; and all other intellectual property ofSeller (collectively, the “Intangible Assets”);
                (d)           Records.  Copies of all books, documents and records of, or relating to anymaterial necessary to the operation of, the business of Seller (including allfinancial and business records, customer lists and files, supplier records,insurance polices and any claims or credits thereunder);

                (e)           Employee Records.  Copies of all personnel records and payrollrecords for the current and last two calendar years for all employees ofSeller;

                (f)            Contract Rights.  All rights, privileges and interest ofSeller arising from any contract, agreement, purchase orders, deposits andother contractual rights to the extent set forth on Schedule 1.1(f) (the“Assigned Contracts”);

                (g)           Computer Software.  All computer applications and operatingprograms which are used in the operation of the business  (including third party packaged softwareproducts and custom programs developed and written in house or by third partyconsultants);

                (h)           Licenses and Permits.  All right, title and interest in any assignable licenses andpermits relating to the Business;

                (i)            Supplies.  All materials and supplies (other than inventory) and sundryitems relating to the operation of the business and the Purchased Assets;

                (j)            Prepaid Expenses.  All rights and privileges arising fromSeller’s prepaid expenses, prepayments and deposits;

                (k)           Securities.  All equity interests of Seller in any other entity; and

                (l)            Accounts Receivable.  All accounts receivable, notes receivable (and any securitytherefor) and all other receivables of any other kind (collectively, the“Accounts Receivable”);

                Section 1.2             Closing.  The closing of the transactions contemplatedhereby (the "Closing") shall occur on the date hereof (the"Closing Date") concurrently with the execution of this Agreement inthe offices of Wildman, Harrold, Allen & Dixon, 225 West Wacker Drive,Chicago, Illinois 60606.

                Section 1.3             Purchase Price.  The aggregate consideration (the"Purchase Price"), to be paid to Seller for the Purchased Assets andthe non-compete agreements described in Section 1.7 hereof shall payableas follows:

                (a)           $100,000 will be payable at the Closing by Purchaser’scompany check or, at Purchaser’s option, by wire transfer to a U.S. bankdesignated by Seller to Purchaser in writing at least two (2) business daysprior to the Closing; and

                (b)           450,000 shares of Purchaser’s common stock (the “Shares”)shall be issued to Seller at the Closing subject to the provisions of Section1.6 below; and

                (c)           the Assumed Liabilities will be assumed and paid byPurchaser as provided in Section 1.4 hereof.

                Section 1.4             Assumed Liabilities.

                (a)           Commencing from and after the Closing Date, Purchasershall assume and agree to pay, perform and discharge, promptly when due allduties, liabilities and obligations under the Assigned Contracts arising afterthe Closing (the "Assumed Liabilities").

                (b)           Purchaser does not assume or agree to pay, perform ordischarge any liability or obligation of Seller, whether known or unknown,arising out of, incurred in connection with, or related to:  (i) liabilities or obligations ofSeller arising prior the Closing Date which are not specifically includedwithin the definition of "Assumed Liabilities" hereunder;(ii) liabilities or obligations of Seller incurred on or after the ClosingDate; (iii) any product liability claims arising from defects in productsmanufactured or sold by Seller; (iv) any pension or other benefitliability relating to Seller's employees; or (v) any warranty claimsrelating to products sold by Seller prior to Closing.
                Section 1.5             Allocation of Purchase Price.  Intentionally Deleted.

                Section 1.6             Treatment of Shares.

                (a)           Restrictions on Transfer; Escrow of Shares.  Seller hereby covenants that Seller shallnot sell, assign, encumber, hypothecate, pledge, convey in trust, gift,transfer by bequest, devise, or otherwise transfer the Shares (including butnot limited to transfers to receivers, levying creditors, trustees or receiversin bankruptcy proceedings, or general assignees for the benefit of creditors,whether voluntarily or by operation of law, directly or indirectly) (in eachinstance, a “Transfer”) for any reason for a period of twelve months from theClosing.  Thereafter, Seller shall notTransfer 225,000 of the Shares for an additional twelve-month period.  All Shares will be held in escrow pursuantto the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”)until all of the restrictions contained in this Section 1.6 have expired.  Notwithstanding the preceding, Seller maytransfer the Shares to the individuals and entities and in the amounts setforth on Schedule 1.6 (the “Permitted Transferees”) upon dissolution ofSeller which is expected to occur within 90 days of Closing; provided (X) it isexpressly understood and acknowledged by Seller and each Permitted Transfereethat the conditions contained in this Section 1.6 shall continue to apply tothe Shares following the transfer to the Permitted Transferees and (Y) eachPermitted Transferee delivers to Purchaser an executed InvestmentRepresentation Letter in the form attached hereto as Exhibit E at the Closing.During the period that the Escrow Agreement is in effect, Seller (and,following the above-mentioned transfers, the Permitted Transferees) shall haveownership rights over the Shares, including voting rights, subject to theprovisions of this Section 1.6 and the Escrow Agreement.

                (b)           Post-Closing Adjustments. For a period of two years from the Closing, the Shares held in theabove-mentioned escrow shall be subject to the following post-closingadjustments and provisions:

   (i)            In the event that Purchaser has madeany claim for indemnity pursuant to Article V below, no Shares held in escrowpursuant to subsection (a) above shall be released until such claim isresolved, provided that Seller shall forfeit to Purchaser and Purchaser maywithdraw a number of Shares equal to (A) the amount of any adjustmentdetermined  by mutual written consent ofthe parties or upon the issuance of a final non-appealable order of a court inan action to which Purchaser and Seller are parties divided by (B) the thencurrent value per share.

   (ii)           In the event that one or more of theConsulting Agreements (a) is terminated by the consultant in such agreement forany reason other than for Purchaser’s breach of such Consulting Agreement or(b) expires according to its terms and is not renewed unless Purchaser isunwilling to renew such agreement on substantially similar terms, then Sellershall forfeit to Purchaser 25,000 Shares for each such Consulting Agreementthat is so terminated or expires during the first year following Closing or12,500 Shares for each such Consulting Agreement that is so terminated orexpires during the second year following Closing; provided, however, no Sharesshall be forfeited in relation to a so terminated or expired ConsultingAgreement if within one month of such termination or expiration such ConsultingAgreement is replaced with an agreement on substantially similar terms with anindividual of equal or greater experience, education and qualifications asdetermined in Purchaser’s reasonable discretion.

As used herein, the following agreements shallbe the “Consulting Agreements” and each such agreement shall be a “ConsultingAgreement”:

     (A)          Agreement dated November 1, 2000 byand between Seller and Sukhomund Maxim Victorovich;

     (B)           Agreement dated November 1, 2000 byand between Seller and Panin Alexander Andreevich;

     (C)           Agreement dated November 1, 2000 byand between Seller and Yanov Valery Vladimirocivh;

     (D)          Agreement dated November 1, 2000 byand between Seller and Puzirev Andrey Yurievich;

     (E)           Agreement dated November 1, 2000 byand between Seller and Manilo Denis Vasiljevich; and

     (F)           Agreement dated January 1, 2001 byand between Seller and Raskin Alexey Batkovich.

 

 

   Inrelation to the above-mentioned Consulting Agreements, Purchaser herebycovenants to provide the following support of the operations of theabove-mentioned consultants consistent with the standards previously met bySeller:

     (I)            provide an adequate workplace;

     (II)           provide on-sight management,including such support for recruiting as is reasonably necessary to maintainthe operations represented by the Consulting Agreements;

     (III)         provide adequate technical andnon-technical equipment;

     (IV)         make timely payment of amounts due tosuch consultants; and

     (V)           take such reasonable steps as arenecessary to comply with Russian law applicable to the Consulting Agreements;provided, however, Purchaser shall not be required to take steps whichPurchaser reasonably believes would make the operations represented by theConsulting Agreements an undue or material economic burden to Purchaser.

Seller shall not be required to forfeit Sharespursuant to this subsection (ii) to the extent any termination or expiration ofa Consulting Agreement is related to Purchaser’s failure to proved theabove-mentioned support.  Selleracknowledges that 150,000 of the Shares being paid to Seller under thisAgreement are in consideration of the assignment to Purchaser of the ConsultingAgreements and the expectation that these agreements will remain in effect inthe future.  It is the plain intent of theparties that Seller bear the risk of loss of such Consulting Agreements exceptto the extent that such loss is caused by the failure of Purchaser to providethe above-mentioned support referenced in items (I) through (V) above.  To the extent that such loss is caused bythe failure of Purchaser to provide the above-mentioned support referenced initems (I) through (V) above Seller shall not be required to forfeit Shares asprovided above.

   (iii)          In the event that one or more of thefollowing Principals breaches the terms of their respective Non-CompeteAgreement, then Seller shall forfeit to Purchaser Shares pursuant to thefollowing schedule for each such Non-Compete Agreement that is so breached:

     (A)Andrew Yasinsky Non-Compete Agreement- 180,000 Shares if the breach occurs inthe first year following Closing  or90,000 Shares in the breach occurs in the second year following Closing;

     (B)James Wilson Non-Compete Agreement- 60,000 Shares if the breach occurs in thefirst year following Closing or 30,000 Shares if the breach occurs in thesecond year following Closing; and

     (C)Neil Waldo Non-Compete Agreement- 60,000 Shares if the breach occurs in thefirst year following Closing or 30,000 Shares if the breach occurs in thesecond year following Closing.

   (iv)          Purchaser shall notify Seller and eachof the Principals promptly upon its determination to make a claim for a Shareadjustment, stating the reason for the adjustment and providing an opportunityto cure where appropriate.

                (c)           Registration of Shares. Subject to the limitations on transferability and adjustment provisionsset forth above, Purchaser shall undertake to register the Shares pursuant to astatement of registration rights substantially similar to the statementattached hereto as Exhibit B (the “Statement of Registration Rights”).

                (d)           Legends.  Eachcertificate or instrument representing the Shares shall be imprinted withlegends in substantially the following form:
THE SALE, TRANSFER OR ASSIGNMENT OF THESECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF ANAGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OR HIS PREDECESSOR ININTEREST.  COPIES OF SUCH AGREEMENT MAYBE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATETO THE SECRETARY OF THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATEARE SUBJECT TO FORFEITURE BY THE HOLDER PURSUANT TO THE TERMS OF AN AGREEMENTBETWEEN THE COMPANY AND THE REGISTERED HOLDER OR HIS PREDECESSOR ININTEREST.  COPIES OF SUCH AGREEMENT MAYBE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATETO THE SECRETARY OF THE COMPANY.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTAS TO THE SECURITIES UNDER SAID LAWS OR AN OPINION OF COUNSEL SATISFACTORY TOTHE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Selleracknowledges and agrees that Seller shall be bound by the terms contained insuch legends.

                Section 1.7             Employee Relation Issues.

                (a)           At or prior to the Closing, Seller shall pay to itsemployees all accrued wages, accrued sick leave, holiday and vacation pay andthe accrued bonuses and severance pay, if any, and reimburse them for allbusiness expenses which they incurred in the ordinary course of business,arising prior to and through the Closing Date. Purchaser hereby consents to Seller's payment of the above amounts.

                (b)           On or prior to the Closing Date, Seller shall notify allof its employees that certain assets of Seller are being sold to Purchaser,that all employees will be terminated from the employment of Seller on theClosing Date, and that any decisions by Purchaser regarding its hiringprocedures or the hiring of Seller's employers will be determined, andcommunicated to such employees, by Purchaser. Seller shall notify Purchaser prior to such employee notification andshall afford Purchaser an opportunity to be present at such notification.  Seller agrees to cooperate with Purchaser,as Purchaser may reasonably request, in making determinations regarding theemployees of Seller and communicating with such employees.

                (c)           At the Closing, Seller and the Principals will each executea Non-Compete Agreement in the form attached hereto as Exhibit C (the"Non-Compete Agreements"). At the Closing, the Principals will eachexecute an Employment Agreement in the form attached hereto as Exhibit D (the"Employment Agreements").

                Section 1.8             Closing Deliveries.  In order to consummate the transactionscontemplated hereby, the following documents shall be executed and/or deliveredat the Closing, as appropriate:

                (a)           Seller shall deliver to Purchaser each of the followingitems executed by Seller and/or the Principals as appropriate:

                (i)            a Bill of Sale and Assignment in form and substanceacceptable to Purchaser;

                (ii)           the Non-Compete Agreements;

                (iii)          the Employment Agreements;

                (iv)          the Escrow Agreement;

                (v)           the Statement of Registration Rights
                (vi)          all documentation reasonably required by Purchaser toeffect the change by Seller of its corporate name to a new name bearing noresemblance to its present name and not including in such new name the words“Marketscreen” or “Marketscreen.com”;

                (vii)         all documentation reasonably required by Purchaser to effectthe transfer of any trademarks, service marks, domain names or otherintellectual property included in the Purchased Assets;

                (viii)        Investment Representation Letters from each of the individualsset forth on Schedule 1.6 in the form attached hereto as Exhibit E.

                (ix)           a Certificate of Good Standing for Seller from theDelaware Secretary of State and the California Secretary of State dated withintwenty (20) days of the Closing;

                (x)            a copy of Seller’s charter documents certified by theDelaware Secretary of State and qualification documents certified by theCalifornia Secretary of State dated within twenty (20) days of the Closing;

                (xi)           and a duly executed Secretary’s Certificate as to Seller’sBylaws, incumbent officers and directors and resolutions adopted by Seller’sboard of directors and shareholders authorizing the execution of thisAgreement, confirmation of the sale provided for herein and performance bySeller of all its obligations hereunder;

                (xii)          an opinion of legal counsel for Seller in form an substanceacceptable to Purchaser;

                (xiii)         search results of the public records of the CaliforniaSecretary of State and the Recorder's Office of San Mateo County, Californiaconfirming the absence of security interests, judgments, tax liens andbankruptcy proceedings which affect or could affect the Purchased Assets;

                (xiv)        an officer’s certificate dated as of the Closing confirmingthat the representations and warranties of Seller are true and correct as ofthe Closing;

                (xv)         copies of all third party and governmental consents,approvals and filings required in connection with the consummation of thetransactions hereunder, including, without limitation, all blue sky lawfilings;

                (xvi)        a copy of the Bill of Sale executed by Lasdorf CorporateServices, Inc. pursuant to which the Fixed Assets were transferred to Seller;

                (xvii)       a copy of the fully-executed License Agreement between LasdorfCorporate Services, Inc. and Seller pursuant to which the Intangible Assetswere licensed exclusively to Seller.

Fromtime-to-time after the Closing, at Purchaser’s request and without furtherconsideration from Buyer, Seller shall execute and deliver such otherinstruments of conveyance and transfer and take such other action as Buyerreasonably may require to convey, transfer to and vest in Buyer and to putBuyer in possession of Purchased Assets with customary warranties of title.

Atthe Closing, and at all times thereafter as may be necessary, Seller shallexecute and deliver to Purchaser such other instruments as shall be reasonablynecessary or appropriate (i) to vest in Purchaser good and indefeasible titleto the Purchased Assets and (ii) to vest in Purchaser all rights of Sellerunder the Assigned Contracts and to comply with the purposes and intent of thisAgreement.
                (b)           Purchaser shall deliver to Seller each of the followingitems executed by Purchaser as appropriate:

                (i)            an Assumption of Liabilities and Assumed ContractsAgreement in a form acceptable to Seller and Purchaser;

                (ii)           the Non-Compete Agreements;

                (iii)          the Employment Agreements

                (iv)          the Escrow Agreement;

                (v)           the Statement of Registration Rights; and

                (vi)          a copy of the resolutions of Purchaser’s Board of Directorsapproving the Agreement and its related exhibits.

At the Closing,and at all times thereafter as may be necessary, Purchaser shall execute anddeliver to Seller such other instruments as shall be reasonably necessary orappropriate to evidence the assumption by Purchaser of the Assumed Liabilities,including without limitation those arising under the Assigned Contracts, and tocomply with the purposes and intent of this Agreement.

**ARTICLEII**

Purchaser'sRepresentations and Warranties

                Purchaser represents andwarrants that the following are true and correct as of this date and will betrue and correct through the Closing Date as if made on that date:

                Section 2.1             Organization and Good Standing.  Purchaser is a corporation duly organized,validly existing and in good standing under the laws of the State of Delawareand validly qualified to transact business in the State of Illinois, with allrequisite power and authority to carry on the business and in good standing inwhich it is engaged, to own the properties it owns and to execute and deliverthis Agreement and to consummate the transactions contemplated hereby.

                Section 2.2             Authorization and Validity.  The execution, delivery and performance ofthis Agreement and the other agreements contemplated hereby by Purchaser, andthe consummation of the transactions contemplated hereby and thereby, have beenduly authorized by Purchaser.  ThisAgreement and each other agreement contemplated hereby have been or will beprior to Closing duly executed and delivered by Purchaser and constitute orwill constitute as of the Closing, legal, valid and binding obligations ofPurchaser, enforceable against Purchaser in accordance with their respectiveterms, except as may be limited by applicable bankruptcy, insolvency or similarlaws affecting creditors' rights generally or the availability of equitableremedies.

                Section 2.3             Violation.  Neither the execution and performance ofthis Agreement or the other agreements contemplated hereby, nor theconsummation of the transactions contemplated hereby or thereby, will (a)conflict with, or result in a breach of the terms, conditions and provisionsof, or constitute a default under, the Articles of Incorporation or Bylaws ofPurchaser or of any agreement, indenture or other instrument under which Purchaseris bound, or (b) violate or conflict with any judgment, decree, order, statute,rule or regulation of any court or any public, governmental or regulatoryagency or body having jurisdiction over Purchaser or the properties or assetsof Purchaser.

                Section 2.4             Finder's Fee.  Purchaser has not incurred any obligationfor any finder's, broker's or agent's fee in connection with the transactionscontemplated hereby for which Seller or any Principal may be liable.

                Section 2.5             Tax Free Nature of the Transaction.  Purchaser explicitly makes norepresentation or warranty in relation to the tax effects of the transactionscontemplated in this Agreement and specifically makes no representationor warranty that the transactions contemplated in this Agreement qualify as atax-free reorganization under Section 368 of the Internal Revenue Code.
**ARTICLEIII**

Representations andWarranties of Seller

                Except as set forth on theDisclosure Schedules attached to this Agreement, Seller and the Principals, andeach of them, hereby jointly and severally represent and warrant that thefollowing are true and correct as of this date and will be true and correctthrough the Closing Date as if made on that date.  Whenever any representation or warranty is qualified “to Seller’sknowledge,” that phrase shall mean to the actual knowledge of the Principals.

                Section 3.1             Organization and Good Standing.  Seller is a corporation duly organized,validly existing and in good standing under the laws of California, with allrequisite power and authority to carry on the business in which it is engagedand to own the properties it owns. Seller is duly qualified to do business in California and every otherjurisdiction where Seller is required by law to be qualified to transactbusiness.  Except as set forth in Schedule3.1 hereto, Seller does not have any assets, employees or offices in anystate other than in San Mateo County, California.  Seller does not own, directly or indirectly, any of the capitalstock of any other corporation or any equity, profit sharing, participation, orother interest in any corporation, partnership, limited partnership, limitedliability partnership, limited liability company, joint venture or otherentity.

                Section 3.2             Capitalization.  The authorized, issued and outstandingcapital stock of Seller, and the record and beneficial shareholders of allissued and outstanding capital stock of Seller, is set forth in Schedule 3.2hereto.  The Principals own all suchcapital stock of Seller, free and clear of all liens, liabilities, claims,encumbrances, equities, voting agreements, voting trust agreements, andproxies.  Each outstanding share ofcapital stock of Seller has been legally and validly issued and is fully paidand nonassessable.  There exist nooptions, warrants, subscriptions or other rights to purchase, or securitiesconvertible into or exchangeable for, any of the authorized or outstandingsecurities of Seller.  No shares ofcapital stock of Seller are owned by Seller in treasury or otherwise or havebeen issued or disposed of in violation of the preemptive rights of any ofSeller's shareholders.

                Section 3.3             Corporate Records.  Copies of Seller's Articles of Incorporationand all amendments thereto, and its Bylaws of Seller and all amendments theretohave been delivered to Purchaser and are full and complete copies thereof.  Purchaser has been given full and completeaccess to the minute books of Seller.

                Section 3.4             Authorization and Validity.  The execution, delivery and performance ofthis Agreement and the other agreements contemplated hereby by Seller and thePrincipals, and the consummation of the transactions contemplated hereby andthereby, have been unanimously approved and duly authorized by the Board ofDirectors of Seller and shareholders of Seller.  This Agreement and each other agreement contemplated hereby havebeen or will be duly executed and delivered by Seller and the Principals, asthe case may be, and constitute, or will constitute as of the Closing, legal,valid and binding obligations of Seller and the Principals, enforceable againsteach of them in accordance with their respective terms, except as may belimited by applicable bankruptcy, insolvency or similar laws affectingcreditors' rights generally or the availability of equitable remedies.

                Section 3.5             Financial Statements.  Attached hereto as Schedule 3.5 arethe following financial statements (collectively, the "FinancialStatements"):

                (i)            the unaudited balance sheets of Seller as of December 31,2000, and the related statements of income and cash flows (or the equivalent)for the 12 month period then ended;

                (ii)           the unaudited balance sheet of Seller as of March 31,2001, and the related statements of income and cash flows (or the equivalent)for the 3 month period then ended; and

                (iii)          the unaudited balance sheet of Seller as of the Closing(the "Latest Balance Sheet").
The FinancialStatements are true, correct and complete and fairly present the financialcondition and results of operations of Seller as of the dates and for theperiods indicated and have been prepared on a consistent basis with priorpractices. Seller has no liability or obligation, whether absolute, contingentor otherwise as of the respective dates of the Financial Statements required tobe recorded, reflected or disclosed thereon or therein which was not sorecorded, reflected or disclosed.  Theaccounts receivable shown on the Latest Balance Sheet and all accountsreceivable reflected on Seller's books and records that have arisen subsequentto the date of the Latest Balance Sheet have been collected or are owed in theamount shown on such Latest Balance Sheet or such books and records (less theallowance in the aggregate for doubtful accounts shown thereon or in such booksand records) and, to Seller 's knowledge, such accounts receivable are notsubject to any offsets or defenses (whether or not meritorious).

                Section 3.6             Liabilities and Obligations.  To Seller’s knowledge, and except asprovided in Schedule 3.6 The Financial Statements reflect all liabilitiesand obligations of Seller, accrued, contingent or otherwise (known or unknownand asserted or unasserted), arising out of transactions effected or eventsoccurring on or prior to the date hereof and prior to the Closing.  All allowances and reserves shown in theFinancial Statements are appropriate, reasonable and sufficient to provide forexpenses and losses thereby contemplated. Except as set forth in the Financial Statements, Seller is not liable,upon or with respect to, or obligated in any other way to provide funds inrespect of or to guarantee or assume in any manner, any debt, obligation ordividend of any person, corporation, association, partnership, joint venture,trust or other entity.  Seller knows ofno basis for the assertion of any other claims or liabilities of any nature orin any amount.

                Section 3.7             Employee Benefits. Sellerdoes not sponsor, maintain, or otherwise is a party to, or is in default under,or has any accrued obligations under any pension, deferred compensation, bonusor other incentive plan, severance plan, health, group insurance or otherwelfare plan, employee benefit plan or other similar plan, agreement, policy orunderstanding.

                Section 3.8             Absence of Certain Changes.  Since the date of the Financial Statements,Seller has not (a) suffered any material adverse change in its financialcondition, assets, liabilities or business; (b) contracted for or paid anycapital expenditure in excess of $10,000 or contracted for or paid more than$50,000 for all capital expenditures to any person, entity, and/or anyaffiliates of any such person or entity, (c) incurred any indebtedness forborrowed money, issued or sold any debt securities or, other than in theordinary course of business consistent with prior practices, discharged anyliabilities or obligations, or agreed to do any of the foregoing; (d)mortgaged, pledged or subjected to any lien, lease, security interest or othercharge or encumbrance any of Seller's properties or assets or agreed to do anyof the foregoing; (e) paid any amount on any indebtedness for borrowed moneyprior to the due date, forgiven or canceled any material debts or claims orreleased or waived any material rights or claims or agreed to do any of theforegoing; (f) suffered any damage or destruction to or loss of any assets(whether or not covered by insurance) that could or does materially andadversely affect its business; (g) acquired or disposed of any assets orincurred any liabilities or obligations or agreed to do any of the foregoing,except in the ordinary course of business consistent with prior practice; (h)written up or written down the carrying value of any of its assets; (i) changedthe costing system or depreciation methods of accounting for its assets orotherwise changed any method of accounting or adopted any new method ofaccounting or agreed to do any of the foregoing; (j) accelerated any item ofincome or gain into the period prior to the Closing, or deferred any item ofexpense or loss into the period after Closing, and such acceleration ordeferral is not made in the ordinary course of Seller's business consistentwith Seller's treatment of such items in prior periods; (k) lost or terminatedemployees, consultants, agents, representatives, customers or suppliers thatcould or does materially and adversely affect its business or assets; (l)increased or agreed to increase the compensation of any consultant, agent,representative or employee, except in the ordinary course of businessconsistent with prior practices; (m) formed or acquired or disposed of anyinterest in any corporation, partnership, joint venture or other entity; (n)redeemed, purchased or otherwise acquired, or sold, granted or otherwisedisposed of, directly or indirectly, any of its capital stock or securities orany rights to acquire such capital stock or securities, or agreed to changeterms and conditions of any such rights; or (o) entered into any employment,compensation, consulting or collective bargaining agreement with any person orgroup, or modified or amended the terms of any such existing agreement oragreed to do any of the foregoing.
                Section 3.9             Title; Leased Assets.

                (a)           Except for those liens related to any of the AssumedLiabilities and as set forth in Schedule 3.9 hereto, Seller owns thePurchased Assets, and its real and personal property leaseholds, free and clearof all liens, liabilities, claims, and encumbrances.  The Purchased Assets are the only ones necessary for the conductof the Business other than those assets to be acquired by Purchaser fromLasdorf Corporate Services, Inc. concurrently with the Closing pursuant to aseparate agreement.  Schedule 3.9also contains a listing of which Purchased Assets are leased.  Upon consummation of the transactionscontemplated hereby, Purchaser shall receive good, valid, and marketable titleto the Purchased Assets, and will be entitled to, subject to the receipt of allappropriate consents, use as lessee all leased assets which are material to theoperation of the Business.

                (b)           Except as set forth on Schedule 3.9, all tangibleproperties and assets material to the Business of Seller, other than thoseassets to be acquired by Purchaser from Lasdorf Corporate Services, Inc.concurrently with the Closing pursuant to a separate agreement, are reflectedin the Financial Statements and the notes thereto.  Seller owns or leases or otherwise possesses a transferable rightto use all Purchased Assets which are material to the operation of the Businessas conducted immediately before the date of this Agreement.

                Section 3.10           Material Agreements.  Except as set forth in Schedule 3.10hereto, Seller has not entered into, nor are the Purchased Assets or theBusiness bound by, whether or not in writing, any (i) partnership or jointventure agreement; (ii) deed of trust or other security agreement; (iii)guaranty or suretyship, indemnification or contribution agreement orperformance bond; (iv) employment, consulting or compensation agreement orarrangement, including the election or retention in office of any director orofficer; (v) labor or collective bargaining agreement; (vi) debt instrument,loan agreement or other obligation relating to indebtedness for borrowed moneyor money lent to another; (vii) deed or other document evidencing an interestin or contract to purchase or sell real property; (viii) agreement withdealers or sales or commission agents, public relations or advertisingagencies, accountants or attorneys; (ix) lease of real or personal property,whether as lessor, lessee, sublessor or sublessee; (x) powers of attorney; (xi)agreement for the acquisition of services, supplies, equipment or otherpersonal property entered into other than in the ordinary course of businessconsistent with prior practices and involving more than $10,000; (xii) contractcontaining noncompetition covenants; (xiii) agreement relating to any matter ortransaction in which an interest is held by a person or entity which is an"affiliate" of Seller or any Principal (as the term"affiliate" is defined in Rule 144(a)(i) of the Securities andExchange Commission promulgated under the Securities Act of 1933), or any"associate" of any such affiliate (as the term "associate"is defined in Regulation 14A of the general rules and regulations under theSecurities Exchange Act of 1934); or (xiv) other agreement or commitment notmade in the ordinary course of business consistent with prior practices, thatis material to the Business or financial condition of Seller (all of theforegoing are hereinafter collectively referred to as the "MaterialAgreements").  True, correct andcomplete copies of the written Material Agreements, and true, correct andcomplete written descriptions of the oral Material Agreements, have heretoforebeen delivered to Purchaser.  There areno existing defaults, events of default or events, occurrences or acts that,with the giving of notice or lapse of time or both, would constitute defaults,and no penalties have been incurred nor are amendments pending, with respect tothe Material Agreements, except as set forth in Schedule 3.10.  The Material Agreements are in full forceand effect and are valid and enforceable obligations of the parties thereto inaccordance with their terms, and no defenses, off-sets or counterclaims havebeen asserted or may be made by any party thereto, nor has Seller waived anyrights thereunder, except as set forth in Schedule 3.10.  Seller is not a party to, and none of thePurchased Assets are subject to or otherwise affected by, any agreement orinstrument, or any charter or other restriction, or any judgment, order, writ,injunction, decree, rule or regulation, that could or does materially andadversely affect the Purchased Assets or Business.
                Section 3.11           Insurance.  Intentionally Deleted.

                Section 3.12           Patents, Trademarks and Copyrights.

                (a)           Other than the intellectual property rights to be acquiredby Purchaser from Lasdorf Corporate Serivices, Inc. concurrently with theClosing pursuant to a separate agreement, Seller owns all patents, trademarks,copyrights, and other intellectual property rights if any, necessary to conductthe Business, or possesses adequate licenses or other rights, if any, therefor,without conflict with the rights of others. Set forth in Schedule 3.12 hereto is a true and correctdescription of the following ("Proprietary Rights"):

                (i)            All trademarks, trade names, service marks, domain names,product labels, trade dress, and other trade designations, including common-lawrights, registrations and applications therefor, and all patents, copyrightsand applications currently owned, in whole or in part, by Seller, and alllicenses, royalties, assignments and other similar agreements relating to theforegoing to which Seller is a party (including expiration dates ifapplicable); and

                (ii)           All agreements relating to technology, know-how, processesor web site development and hosting (including but not limited to allagreements covering application software and/or operating system software) thatSeller is licensed or authorized to use by others, or which it licenses orauthorizes others to use.

                (b)           Except as set forth in Schedule 3.12, Seller hasthe sole and exclusive right to use the Proprietary Rights identified in Schedule3.12 without infringing or violating the rights of any third parties.  Except as set forth in Schedule 3.12,no consent of third parties will be required for the use thereof by Purchaserupon consummation of the transactions contemplated by this Agreement.  No claim has been asserted by any person tothe ownership of or right to use any Proprietary Right or challenging orquestioning the validity or effectiveness of any such license or agreement, andneither Seller nor any Principal knows of any valid basis for any suchclaim.  Each of the Proprietary Rightsis valid and subsisting, has not been canceled, abandoned or otherwiseterminated and, if applicable, has been duly issued or filed.

                (c)           To the best of Seller's knowledge, no product, activity oroperation of Seller infringes upon or involves, or has resulted in theinfringement of, any Proprietary Right of any other person, corporation orother entity.  No proceedings have beeninstituted, are pending or, to the best knowledge of Seller and the Principals,are threatened which challenge the rights of Seller with respect thereto.  Seller has not given and is not bound by anyagreement of indemnification for or regarding any Proprietary Right.

                Section 3.13           No Violation.  Neither the execution and performance ofthis Agreement or the agreements contemplated hereby nor the consummation ofthe transactions contemplated hereby or thereby will (a) result in a violationor breach of the Articles of Incorporation or Bylaws of Seller or any agreementor other instrument under which Seller is bound or to which any of thePurchased Assets are subject, or result in the creation or imposition of anylien, charge or encumbrance upon any of the Purchased Assets except asdescribed in Schedule 3.13 or (b) violate any applicable law orregulation or any judgment or order of any court or governmental agency.

                Section 3.14           Taxes.

                (a)           Seller has filed or will file prior to the Closing allincome, excise, corporate, franchise, property, sales, payroll, withholding andother tax returns and reports required to be filed by it as of the date hereofby the United States of America or any state or any political subdivisionthereof and has paid or established adequate reserves for all taxes (includingpenalties and interest) which have or may become due pursuant to such returnsand any assessments which have been received by it or otherwise.  All such tax returns or reports fairly andaccurately reflect the taxes of Seller for the periods covered thereby.  Seller is not delinquent in the payment ofany tax, assessment or governmental charge, there is no tax deficiency or delinquencyasserted against Seller and there is no unpaid assessment, proposal foradditional taxes, deficiency or delinquency in the payment of any of the taxesof Seller that could be asserted by any taxing authority, nor of any violationof any federal, state, local or foreign tax law.  No Internal Revenue Service or other tax audit of Seller ispending or, to Seller's actual knowledge, threatened, and the results of anycompleted audits are properly reflected in the Financial Statements.  No Internal Revenue Service or other taxaudit of Seller has occurred during the last five (5) years. Seller has notgranted any extension to any taxing authority of the limitation period duringwhich any tax liability may be asserted. Seller has not committed a violation ofany federal, state, local or foreign tax laws. All monies required to be withheld by Seller from employees or otherpayees, including amounts attributable to tips or gratuities received byemployees, or collected from customers or other payees for income taxes, socialsecurity and unemployment insurance taxes and sales, excise and use taxes,including but not limited to penalties and interest thereon, have beencollected or withheld and either paid to the respective governmental agenciesor set aside in accounts for such purpose. Seller has furnished to Purchasertrue and accurate copies the tax returns for the years 1998 through 2000.
                (b)           The liabilities (including deferred taxes) shown in theFinancial Statements and to be accrued on the books and records of Sellerthrough the Closing Date for taxes, interest and penalties are and will beadequate accruals with respect to income from operations, including anyextraordinary items, of Seller for all periods commencing after January 1, 2001and ending on the last day of the last accounting period ending prior to theClosing Date, and have been and will be accrued in a manner consistent with thepractices utilized for accruing tax liabilities in the tax year ended December31, 2000 and take or will take into account net operating losses, investmentcredits and other carryovers for periods ended prior to January 1, 2001.

                Section 3.15           Consents.  Except as set forth in Schedule 3.15hereto, no authorization, consent, approval, permit or license of, or filing with,any governmental or public body or authority, any lender or lessor or any otherperson or entity is required (i) to authorize, or is required in connectionwith, the execution, delivery and performance of this Agreement or theagreements contemplated hereby on the part of Seller or the Principals or (ii)in connection with the transfer of any Purchased Assets from Seller toPurchaser, including but not limited to the assignment of the AssignedContracts.  Schedule 1.1(f)contains a complete and accurate list and description of the AssignedContracts.

                Section 3.16           Compliance with Laws andAgreements.

                (a)           Seller is not in violation of any term or provision of anycharter, bylaw, mortgage, indenture, contract, agreement, instrument, judgment,decree, order, or to Seller’s knowledge, any law, statute, rule, regulation orjudicial or administrative decision applicable to, or which could materiallyaffect, Seller, the Purchased Assets or the Business.

                (b)           Neither Seller nor any Principal has (i) made any paymentto any person (an "Official") employed by or affiliated with anycustomer, supplier, or governmental entity or agency charged with reviewing,monitoring, or regulating any activities of Seller or any Principal, (ii) givenany personal property or real property to any Official, (iii) sold any personalproperty or real property to any Official at less than fair market value, (iv)made a political contribution to any governmental official in violation ofapplicable law, or (v) otherwise taken any action in violation of any statute,rule, or regulation prohibiting bribes, kickbacks, or other activities thatseek to wrongfully influence any Official.

                (c)           Except as set forth in Schedule 3.16(c) hereto, toSeller’s knowledge, neither Seller nor any Principal has (i) committed any act,(ii) violated any law, or (iii) been charged with violating any law that hasrestricted or impaired, or could restrict or impair, the ability of Seller orany Principal (or following the Closing, Purchaser) to conduct business.

                Section 3.17           Finder's Fee.  Seller and the Principals have not incurredany obligation for any finder's, broker's or agent's fee in connection with thetransactions contemplated hereby for which Purchaser may be liable or for whicha claim could be asserted against the Purchased Assets.

                Section 3.18           Claims and Proceeding.  Schedule 3.18 is a complete andaccurate list and description of all claims, actions, suits, proceedings andinvestigations currently pending or, to the best knowledge of Seller, threatenedagainst or affecting Seller, any Principal or the Business or any of theproperties, Purchased Assets, at law or in equity, or before or by any court,municipal or other governmental department, commission, board, agency orinstrumentality.  Except as set forth inSchedule 3.18, none of such claims, actions, suits, proceedings orinvestigations will result in any liability or loss to Seller, the PurchasedAssets or the Business which (individually or in the aggregate) is material toSeller, the Purchased Assets, or the Business and Seller has not been, and isnot now, subject to any order, judgment, decree, stipulation or consent of anycourt, governmental body or agency.  Noinquiry, action or proceeding has been asserted, instituted or, to the best knowledgeof Seller, threatened to restrain or prohibit the carrying out of thetransactions contemplated by this Agreement or to challenge the validity ofsuch transactions or any part thereof or seeking damages on account thereof.  To the best knowledge of Seller, there is nobasis for any claim or action which would, or could reasonably be expected to(individually or in the aggregate), have a material adverse effect on theBusiness or financial condition of Seller. Except as set forth in Schedule 3.18, no claim, complaint, suit,action, proceeding or investigation is pending or, to Seller's actualknowledge, threatened against any of the Principals or to any other person orentity having an ownership interest in, or who was an officer, director, or agentof Seller, which may result in any restraint, prohibition or the obtaining ofdamages or any other relief.
                Section 3.19           Employees and Consultants.  Set forth in Schedule 3.19 hereto isa complete and accurate list of all employees of Seller, as of the date setforth on Schedule 3.19, together with their dates of hire (for managersonly), positions and their annual salaries and other compensation.  Seller has not granted or become obligatedto grant any increases in the wages or salary of, or paid or become obligatedto pay any bonus or made or become obligated to make any similar payment to orgrant any benefit to or on behalf of, any officer, employee or agent.   Seller has no direct or indirect, expressor implied, obligation to pay severance or termination pay to any officer oremployee of Seller or to pay any amounts to any consultant, agent or similarperson or entity.  Seller and thePrincipals have no actual knowledge of any facts which would indicate that anyemployee of Seller will not accept employment with Purchaser on a basis no lessfavorable than that upon which such employee is currently employed by Seller.

                Section 3.20           Other Employee Matters.  Set forth in Schedule 3.20 hereto arethe following:

                (i)            A description of the termination or severance pay policyof Seller.

                (ii)           A complete and accurate list of all holiday and vacationpay and other benefits accrued as of the date hereof, in respect of employeesof Seller.

                (iii)          A description of the workers compensation losses in excessof $2,500.

Except as setforth in Schedule 3.20 hereto, no employment manual or writtenemployment policy and/or procedures have been provided to or for employees, andno written or verbal employment, consultant or independent contractor agreementexists to which Seller may be bound. Seller has delivered to Purchaser accurate and complete copies of allsuch employment agreements, consulting agreements, confidentiality agreementsand all other agreements, plans and other instruments to which Seller is aparty and under which its employees or consultants are entitled to receivebenefits of any nature.  To Seller'sactual knowledge, Seller is in compliance with all federal and state lawsrespecting employment and employment practices, terms and conditions ofemployment and wages and hours and is not engaged in, nor has it committed, anyunfair labor practice as defined in the National Labor Relations Act of 1947,as amended. There is no unfair labor practice claim against Seller before theNational Labor Relations Board.

                Section 3.21           Overtime. Back Wages.  Vacation and Minimum Wages.  No present or former employee of Seller has,or will as of the Closing Date have, any claim against Seller (whether underfederal, state or local law, any employment agreement, or otherwise) on accountof or for (a) overtime pay, other than overtime pay for the then currentpayroll period, (b) wages or salary for any period other than the currentpayroll period, (c) vacation, time off or pay in lieu of vacation or time off,other than that earned in respect of the current fiscal year or accrued onSeller's books and records, or (d) any violation of any statute, ordinance orregulation relating to minimum wages or maximum hours of work.  All amounts required to be withheld bySeller from its employees have been properly withheld and will be timelydeposited and all contributions required to be paid by Seller in respect of itsemployees have been paid in accordance with the applicable provisions offederal, state and local laws regarding income tax withholding and socialsecurity, workers compensation, unemployment compensation or similar taxes orcontributions.

                Section 3.22           Discrimination and OccupationalSafety and Health.  No person orparty (including, but not limited to, governmental agencies of any kind) hasany claim, or basis for any action or proceeding, against Seller arising out ofany statute, ordinance or regulation relating to discrimination in employmentor employment practices or occupational safety and health standards.  Seller has not received any notice from anyfederal, state or local entity alleging a violation of occupational safety orhealth standards.

                Section 3.23           ADA.  Seller has not received notice from any individual, entity orfederal, state, local governmental agency or official notifying it that Selleror any property or asset of Seller is in violation of, or in noncompliancewith, the Americans with Disabilities Act (the "ADA").  Seller has not received any notice of aclaim or potential claim under the Civil Rights Act of 1991 for any violationof the ADA.

                Section 3.24           Condition of Fixed Assets.  Except as set forth in Schedule 3.24,all of the Fixed Assets owned or leased by Seller are in good condition andrepair, ordinary wear and tear excepted, and are fit for their intended use inthe ordinary course of business.
                Section 3.25           Books of Account and Records.  The books of account of Seller have beenkept accurately in the ordinary course of its business, the transactionsentered therein represent bona fide transactions and the revenues, expenses,assets and liabilities of Seller have been properly recorded in suchbooks.  The Records are in good order,are complete, and have been maintained in accordance with sound businesspractices.

                Section 3.26           Corporate Name.  Except as set forth on Schedule 3.26,there are no actions, suits or proceedings pending, or to the best knowledge ofSeller threatened, against or affecting Seller which may result in anyimpairment of the right of Seller to use its corporate name or the right ofPurchaser to use such name following the Closing.  To Seller's actual knowledge, the use of such corporate name doesnot infringe the rights of any third party nor is it confusingly similar withthe corporate name of any third party. After the Closing Date, no person or business entity other thanPurchaser will be authorized, directly or indirectly, by Seller to use the name"Marketscreen" or "Marketscreen.com", or any nameconfusingly similar thereto.

                Section 3.27           Investments in Competitors.  Except for the ownership of non-controllinginterests in securities of corporations the shares of which are listed ongenerally recognized stock exchanges, none of the Principals owns directly orindirectly any interest or has any investment in any corporation, business orother person which is a competitor of, or which otherwise directly doesbusiness with, Seller.

                Section 3.28           Contracts and Transactions withAffiliates and Others.  Except asset forth on Schedule 3.28, no Principal, director or officer of Seller,nor any person who is a spouse or descendant of such Principal, director orofficer, has any direct or indirect relationship with any customer or supplierof, or other contracting party with, Seller. Except as set forth on Schedule 3.28 and except for salaries andbenefits paid in the ordinary course of Seller’s business, Seller has not paidany sum, assumed any debt or distributed any assets to any Principal or anydirector or officer of Seller, or any person who is a spouse or descendant of suchPrincipal, director or officer

                Section 3.29           Real Property.  Schedule 3.29 describes all realestate owned or leased by Seller or otherwise occupied by Seller in theBusiness (the "Real Property"). Except as set forth on Schedule 3.29, Seller's use and operationof the Real Property and Purchaser's use of such premises in the same manner asused by Seller are, and at the Closing Date will be, valid and permitted usesof such premises which in no way violate any Laws (as hereinafter defined) orany agreement, document or instrument respecting such premises and do notconstitute non-conforming use.  All usesof the Real Property and all uses made thereby by Seller have been, and as ofthe Closing Date will be, in compliance with all federal, state, county andlocal laws, rules, orders, regulations and ordinances, including withoutlimitation, all applicable planning and zoning laws, rules, regulations andordinances (collectively, "Laws"), except for minor violations whichdo not and will not have a material adverse effect on the operation of theBusiness.  Neither Seller, a Principal,nor anyone on its or their behalf, has received any notices of any violationsof any Laws regarding the Real Property.

                Section 3.30           Business Relations with Suppliers.  Except as set forth in Schedule 3.30hereto, neither Seller nor any Principal has received actual notice, that anysupplier of Seller will, cease or refuse to do business with Purchaser afterthe consummation of the transactions contemplated hereby.  Except as set forth in Schedule 3.30,neither Seller nor any Principal has received any actual notice of anydisruption (including delayed deliveries or allocations by suppliers or serviceproviders) in the availability of the materials, products, supplies or servicesused by Seller, nor is Seller aware of any facts which could lead Seller tobelieve that the Business (whether before or after the Closing) will be subjectto any such material disruption.  Selleris not aware of any condition (financial or otherwise) affecting any ofSeller's major suppliers that is likely to reduce each such supplier's abilityto do business with Purchaser in a similar manner that each such supplier hasdone business with Seller during the period preceding this Agreement.

                Section 3.31           Agents.  Seller has not designated or appointed anyperson or other entity to act for it or on its behalf pursuant to any power ofattorney or any agency which is presently in effect.
                Section 3.32           Permits.  Set forth in Schedule 3.32 hereto isa list of all permits, licenses and approvals from federal, state, county,local and foreign governmental and regulatory bodies (collectively,"Permits") held, utilized or applied for by Seller, including,without limitation, all state licenses required to be issued in those states inwhich Seller does business, and the Permits are valid and in full force andeffect.  Except as set forth in Schedule3.32, no other or additional licenses, permits or approvals are required ofor from any governmental authority or agency in connection with the conduct ofthe Business which, if not obtained, could materially and adversely affect theBusiness or the Purchased Assets. Seller and the Business have complied and are in compliance, in allmaterial respects, with the terms and conditions of the Permits and noviolation of any of the Permits or the laws or rules governing the issuance orcontinued validity thereof has occurred. Seller has not received any claim or notice, have no knowledgeindicating, that Seller or the Business is not in compliance with the terms ofany such Permits or with any of the requirements, standards and procedures ofthe federal, state, county, local and foreign governmental regulatory bodieswhich issued them.  To Seller’sknowledge, Seller is in material compliance with all federal, state, county andlocal laws, ordinances, codes, regulations, orders, requirements, standards andprocedures which are applicable to Seller, the Business or the PurchasedAssets.

                Section 3.33           Proprietary Information.  Neither Seller, nor any Principal (nor tothe best knowledge of Seller, any employee of Seller) has disclosed anyconfidential information purported to be transferred hereunder (including, butnot limited to, current or prospective customer lists, financial statements,trade secrets, methods by which the business of Seller is or has beenconducted, and methods by which the customers or business of Seller are or havebeen obtained) which does not exist in the public domain to any third partyexcept (i) in the ordinary course of business and then under appropriateconfidentiality covenants or agreements sufficient to protect and maintain theconfidentiality and proprietary nature of such information, (ii) to prospectivebuyers of Seller's Business under appropriate confidentiality covenants oragreements sufficient to protect and maintain the confidentiality andproprietary nature of such information, and (iii) to Purchaser or its agents orrepresentatives.

                Section 3.34           Necessary Property.  The Purchased Assets (including the AssignedContracts) constitute all of the property, rights and agreements now used,necessary or advisable for the conduct and operation of the Business in themanner and to the extent presently conducted or currently proposed to beconducted by Seller.  Each AssignedContract is valid, binding, and in full force and effect and has not beenamended, rescinded, or modified, will not be breached or violated as a resultof its assignment to Purchaser (except for the obtaining of the appropriate consentsfor the Assigned Contracts which are listed on Schedule 3.15 as requiringconsents) and will be fully enforceable by Purchaser in accordance with itsterms.  To the best of Seller's andPrincipal's knowledge, no party to any of the Assigned Contracts is in defaultor alleged to be in default thereunder and there exists no condition or eventwhich, after notice or lapse of time or both, would constitute a default by anyparty and Seller is not aware of any cancellation, or threat to cancel or notto renew or extend any of the Assigned Contracts by any party thereto.  A list of all the Assigned Contracts isattached as Schedule l.l(f) and Seller has furnished Purchaser completeand accurate copies of the Assigned Contracts. Except for the Assigned Contracts, Seller has no oral or writtenagreement, contract or understanding with any person or entity

                Section 3.35           Environmental Matters.

                (a)           The following terms shall have the following meanings:

                (i)            "Applicable Environmental Laws" means allfederal, state and local or municipal, statutory, regulatory and common lawrequirements relating to the protection of human health and safety or theenvironment, including, without limitation, the Comprehensive EnvironmentalResponse Compensation and Liability Act (42 U.S.C. § 9601 et seq.), theResource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the CleanWater Act, (33 U.S.C. § 1251 et seq.), the Clean Air Act, (42 U.S.C. § 7401 etseq.), the Toxic Substance Control Act (15 U.S.C. § 2601 et seq.), FederalInsecticide Fungicide Rodenticide Act (7 U.S.C. § 136 et seq.), OccupationalSafety and Health Act (29 U.S.C. § 651 et seq.), and all applicable judicial,administrative, and regulatory decrees, judgments, and orders.

                (ii)           "Hazardous Materials" means any chemicalsubstances, pollutants, contaminants, materials, industrial solid wastes orother wastes, or combinations thereof, whether solid, liquid or gaseous innature which poses or may pose a hazard to the health or safety of persons orthe environment or the presence of which may require investigation orremediation under any Applicable Environmental Laws, including, withoutlimitation, material which is or becomes defined as a "hazardouswaste" or "hazardous substance" under the Comprehensive EnvironmentalResponse Compensation and Liability Act (42 U.S.C. § 9601 et seq.) and/or theResource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.) or whichcontains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinatedbiphenyls (PCBs), asbestos, urea formaldehyde foam insulation, or radon gas.

                (b)           To the best of Seller's and Principal's knowledge, Selleris and has been in compliance with all Applicable Environmental Laws.
                (c)           To the best of Seller's and Principal's knowledge, therehas been no past or present spill, discharge, disposal or release of HazardousMaterials onto or from the Real Property or other property occupied by Seller,nor are any Hazardous Materials presently deposited, stored, or otherwiselocated on, under, in or about the Real Property or such other property (exceptin strict compliance with applicable laws), nor have any Hazardous Materialsmigrated from the Real Property or such other property upon or beneath otherproperties.

                (d)           Schedule 3.35(d) contains a list of all applicablepermits, licenses, approvals and/or registrations required to be issued to itunder Applicable Environmental Laws on account of any or all of its activitiesand is in full compliance with the terms and conditions of each permit, license,approval and registration.  No materialchange in the facts or circumstances reported or assumed in the application foror granting of such permit, license, approval or registration exists.  Each such permit, license, approval, orregistration is in full force and effect, and following consummation of thetransactions contemplated herein, will continue to be in full force and effectwithout any consent or approval, or may be modified, transferred or replaced byPurchaser in the ordinary course of business without any interruption of theconduct of its business, assuming timely application therefor and reasonablediligence in pursuit thereof by Purchaser.

                (e)           Seller has not received any notice or other communicationconcerning any alleged violation of any Applicable Environmental Law, whetheror not corrected to the satisfaction of the appropriate authority, or notice orother communication concerning alleged liability for any response costs orremedial action in connection with: (i) the Real Property or any other propertyoccupied by Seller, or (ii) any activities of Seller, or for which Seller isalleged to be liable under any Applicable Environmental Law. There exists nowrit, injunction, decree, order, judgment, or lien outstanding, nor anylawsuit, claim, proceeding, citation, directive, summons or investigation,pending or, to the Seller's actual knowledge, threatened, relating to: (i) theoccupancy, use, maintenance or operation of the Real Property or other propertyoccupied by Seller, or (ii) conduct of the Business or other operations bySeller, or (iii) any alleged violation of Applicable Environmental Law bySeller or (iv) the suspected presence of Hazardous Materials on the RealProperty or other property occupied by Seller (other than those stored orutilized by Seller in the conduct of the Business which storage and usage hasbeen and is in conformity with applicable laws including but not limited toApplicable Environmental Laws).

                (f)            No claim has been asserted, and Seller has no actual knowledgeof any unasserted claims arising out of violations of any ApplicableEnvironmental Laws or the handling, treatment, storage, transportation,disposal (or the arranging therefor) or the discharge into the environment ofany Hazardous Materials, including, without limitation, claims for penalties,natural resource damage, personal injury, property damage or response orremedial costs.

                (g)           No underground storage tanks for petroleum or any othersubstance, or underground piping or conduits associated with such tanks, are orhave previously been located on the Real Property or any other propertyoccupied by Seller.

                (h)           No Hazardous Materials, including without limitation,asbestos-containing materials or PCB-containing materials, are installed,contained in building material, contained in transformers or other electricalequipment, or are otherwise present on the Real Property nor any other propertyoccupied by Seller (other than those stored or utilized on the Real Property bySeller in the conduct of the Business which storage and usage has been and isin conformity with Applicable Environmental Laws).

                (i)            Seller has not been refused insurance coverage, nor hasinsurance coverage ever been canceled, as a result of the presence of HazardousMaterials on the Real Property or other property occupied by Seller, orviolations of Applicable Environmental Laws, or due to other concerns relatingto matters affecting human health or the environment.

                (j)            There are no activities on the Real Property or any otherproperty occupied by Seller, or any type of material, including but not limitedto Hazardous Materials, on the Real Property or other property occupied bySeller that would currently require deed recordation of such activities bySeller.

                (k)           There are no active or inactive solid waste managementunits or hazardous waste management units on the Real Property or any otherproperty occupied by Seller.

                (l)            There are no plans or documents, whether or notgovernment approved, including, but not limited to, contingency plans, closureand post-closure plans or consent decrees or settlement agreements which imposeenvironmental obligations on Seller or against the Real Property.  There are no requirements, whether byregulation, agreement or otherwise, imposing financial obligations on Seller oron the Real Property with respect to environmental conditions or activitieswhich exist, have existed, are occurring or have occurred on the Real Propertyor in connection with or resulting from the conduct of the Business by Selleror other activities of Seller.
                (m)          Seller has provided Purchaser with all environmentalstudies and reports in its possession or control by whomsoever conducted, allenvironmental records of Seller, and all documents of Seller concerningenvironmental conditions of the Real Property or other property occupied bySeller, or which identify underground tanks, or otherwise relate to actual orpotential contamination of the soil or groundwater.

                (n)           No Hazardous Materials have been disposed of by Seller onthe Real Property or other property occupied by it or have been transported toany off-site disposal area other than those identified in Schedule 3.35(n)and, to the actual knowledge of Seller, none of those sites have beendesignated or are being considered for designation as a site requiring clean-uppursuant to any Environmental Law.

                Section 3.36           Investment Representations

                (a)           Seller acknowledges that it has been furnished with suchdocuments, materials and information as Seller deems necessary or appropriatefor evaluating an investment in Purchaser. Seller confirms that it has made such further investigation of Purchaseras was deemed appropriate to evaluate the merits and risks of this investment.Seller acknowledges that it has had the opportunity to ask questions, or, andreceive answers from, the directors and officers of Purchaser, and personsacting on Purchaser's behalf, concerning the terms and conditions of thetransfer of the Shares.

                (b)           Seller represents that it is acquiring the Sharespurchased hereunder for its own account with the present intention of holdingsuch securities for purposes of investment, and that it has no intention ofselling such securities in violation of the federal securities laws or anyapplicable state securities laws.

                (c)           Seller is acquiring the Shares for its own account forinvestment and not with a view to, or for sale in connection with, anydistribution thereof, nor with any present intention of distributing or sellingthe same.

                (d)           Seller confirms that, except as set forth in thisAgreement, no representations or warranties have been made to Seller byPurchaser or any of its officers or general partners, or any agent, employee oraffiliate of any of them, and that in entering into this transaction the Selleris not relying upon information, other than that contained in this Agreementand in the public filing of Purchaser with the Securities and Exchange, and theresults of the Seller's own independent investigation.

                (e)           Seller understands that the securities being sold herebyhave not been registered under the Securities Act, or applicable statesecurities laws, and are being issued in reliance on exemptions for privateofferings contained in Section 4(2) of the Securities Act and theprovisions of Regulation D promulgated thereunder and in reliance on exemptionsfrom the registration requirements of certain state securities laws, on thebasis that the securities will be sold to a limited number of accreditedinvestors. Seller acknowledges that the Shares will be “Restricted Securities”as defined in Rule 144 under the Securities Act.  Because the Shares have not been registered under the SecuritiesAct or applicable state securities laws, the Shares may not be re-offered orresold except through a valid and effective registration statement pursuant toa valid exemption from the registration requirements under the Securities Actand applicable state securities laws.

                (g)           Seller is fully aware of the restrictions on sale,transferability and assignment of the Shares and that Seller must bear theeconomic risk of the investment in Purchaser for an indefinite period of time.Seller is aware that an investment in the shares cannot be readily liquidatedif Seller desires to do so, but rather may be required to be held for anextended period of time.

                Section 3.37           Accuracy of Information Furnished.  To Seller's best knowledge, all informationfurnished to Purchaser by Seller, as an Exhibit or Schedule hereto, is true,correct and complete in all material respects. Such information states all material facts required to be stated thereinor necessary to make the statements therein, in light of the circumstancesunder which such statements are made, true, correct and complete in allmaterial respects.  Seller has made dueinquiry and investigation concerning the matters to which representations andwarranties of Seller under this Agreement pertain and Seller is not unaware ofany facts, events or circumstances which have not been disclosed to Purchaserwhich are material to the Purchased Assets, the Business or Seller.
**ARTICLEIV**Cross Default

                Section 4.1             Any breach or default under anycovenant or any inaccuracy in any representation made by Seller’s Affiliate,Lasdorf Corporate Services, Inc., in that certain Asset Purchase Agreement ofeven date herewith among Purchaser, Lasdorf Corporate Services, Inc. and AndrewYasinsky, the sole shareholder of Lasdorf Corporate Services, Inc., includingany exhibits and schedules thereto or in any certificate, document or other instrumentdelivered in connection with the transfer or other transactions contemplated bythis such agreement shall be deemed a breach and default under this Agreementby Seller and each of the Principals. In that event, Purchaser shall have the right to any and all legalremedies available to it for a breach/violation of both Asset PurchaseAgreements

**ARTICLEV**Indemnification

                Section 5.1             Seller's Indemnity.  Subject to the terms and conditions of thisArticle V, Seller and the Principals, and each of them hereby jointly andseverally agree to indemnify, defend and hold Purchaser and its shareholders,officers, directors, agents, attorneys and affiliates (defined as Purchaser andany person or entity controlling, controlled by, or under common control with,Purchaser) harmless from and against all losses, claims, obligations, demands,assessments, penalties, liabilities, costs, damages, reasonable attorneys' feesand expenses (collectively, "Damages"), incurred by any or all ofthem or assessed against the Purchased Assets by reason of or resulting from orbased upon:

                (a)           The inaccuracy of any representation or breach or defaultof or under any warranty, covenant or agreement made by Seller and/or thePrincipals in this Agreement, including, the Exhibits and Schedules or in anycertificate, document or other instrument delivered in connection with thetransfer or other transactions contemplated by this Agreement including theNon-Compete Agreements;

                (b)           Any product liability claims relating to products soldand/or leased by Seller;

                (c)           Any general liability claims arising out of or relating tooccurrences of any nature relating to Seller's Business or the conduct thereof,prior to the Closing, whether any such claims are asserted prior to or afterthe Closing;

                (d)           Any obligation or liability under or related to any Planor the termination thereof;

                (e)           Any failure to comply with all applicable bulk transferlaws;

                (f)            Any sales, use, or similar taxes in connection with thepurchase and sale transaction contemplated by this Agreement; or

                (g)           Any general liability claims arising out of or relating tooccurrences of any nature relating to Seller's conduct from and after theClosing.

                Section 5.2             Purchaser's Indemnity.  Subject to the terms and conditions of thisArticle V, Purchaser hereby agrees to indemnify, defend and hold Sellerand its shareholders, officers, directors, agents, attorneys and affiliates(defined as Seller and any person or entity controlling, controlled by, orunder common control with, Seller), and Principals harmless from and againstall Damages asserted against or incurred by any or all of them by reason of orresulting from or based on:

                (a)           The inaccuracy of any representation or breach or defaultof or under any warranty, covenant or agreement made by Purchaser in thisAgreement, including Exhibits and Schedules, or in any certificate, document,or other instrument delivered in connection herewith or with the transfer orother transactions contemplated by this Agreement;

                (b)           The failure of Purchaser to pay, perform and dischargewhen due any Assumed Liabilities;

                (c)           Any product liability claims relating to products sold byPurchaser; or

                (d)           Any general liability claims arising out of or relating tooccurrences of any nature relating to the conduct of the Business after theClosing.
                Section 5.3             Conditions of Indemnification.  The respective obligations and liabilitiesof Seller and Purchaser (the "indemnifying party") to the other (the"party to be indemnified") under Sections 5.1 and 5.2 hereof withrespect to claims resulting from the assertion of liability by third partiesshall be subject to the following terms and conditions:

                (a)           Within 20 days (or such earlier time as might be requiredto avoid prejudicing the indemnifying party's position) after receipt of noticeof commencement of any legal action evidenced by service of process or otherlegal pleading, or with reasonable promptness after the assertion in writing ofany claim by a third party, the party to be indemnified shall give theindemnifying party written notice thereof together with a copy of such claim,process or other legal pleading, and the indemnifying party shall have theright to undertake the defense thereof by representatives of its own choosing(but subject to the approval of the indemnified party which approval will notbe unreasonably withheld or delayed) and at its own expense; provided, however,that the party to be indemnified may participate in the defense with counsel ofits own choice and at its own expense and, provided further, that the failureof the party to be indemnified to give timely notice shall not affect the rightto indemnification hereunder except to the extent (and then only to the extent)the indemnifying party proves actual damages caused by such failure.

                (b)           In the event that the indemnifying party, by the 30th dayafter receipt of notice of any such claim (or, if earlier, by the 10th daypreceding the day on which an answer or other pleading must be served in orderto prevent judgment by default in favor of the person asserting such claim),does not elect to defend against such claim, the party to be indemnified will(upon further notice to the indemnifying party) have the right to undertake thedefense, compromise or settlement of such claim on behalf of and for theaccount and risk of the indemnifying party and at the indemnifying party'sexpense, subject to the right of the indemnifying party to assume the defenseof such claims in accordance with this Section 5.3(b) at any time prior tosettlement, compromise or final determination thereof.

                (c)           Anything in this Section 5.3 to the contrarynotwithstanding, the indemnifying party shall not settle any claim without theconsent of the party to be indemnified unless such settlement involves only thepayment of money and the claimant provides to the party to be indemnified arelease from all liability in respect of such claim.  If the settlement of the claim involves more than the payment ofmoney, the indemnifying party shall not settle the claim without the priorconsent of the party to be indemnified, which consent shall not be unreasonablywithheld.

                (d)           The party to be indemnified and the indemnifying partywill each cooperate with all reasonable requests of the other.

                Section 5.4             Remedies Not Exclusive.  The remedies provided in this Article Vshall not be exclusive of any other rights or remedies available by one partyagainst the other, either at law or in equity.

                Section 5.5             Actions to Minimize Losses.  Notwithstanding any provision of thisArticle V to the contrary, any party to this Agreement shall be entitled,without first complying with the provisions of Sections 5.1, 5.2 or 5.3 hereof,to (c) pay to and/or compromise or settle with the claimant any claim for whichsuch party is entitled to indemnification under Section 5.1 or 5.2 hereof, ifdelay in the resolution of such claim could reasonably be expected to have animmediate and material adverse effect on such party or on the conduct of theBusiness and (d) compromise and settle any lawsuit, enforcement action oradministrative proceeding for which indemnification is provided to such party,or with respect to which such party has the right to control the defense andinvestigation under Section 5.3 hereof, if the pendency of such lawsuit,enforcement action or administrative proceeding or delay in the resolution ofthe claim to which it relates could reasonably be expected to have an immediateand material adverse effect on the conduct of the Business; provided, however,such party shall, prior to exercising its rights pursuant to this Section 5.6,give at least ten (10) days prior written notice to the other party(ies) of theintent to exercise the rights granted hereunder, the occurrence causing suchintended exercise, the action requested of the other party(ies) and the timewithin which such action by the other party(ies) must be taken to avoid theexercise of rights pursuant to this Section 5.5.

                Section 5.6             Restrictions on Indemnification.  Neither party shall have liability underthis Article V arising from any breach of warranty, misrepresentation oromission unless the aggregate amount of all Damages finally determined to arisefrom such breaches, misrepresentations or omissions exceeds Fifty ThousandDollars ($50,000), and, in such event the indemnifying party shall be requiredto pay the full amount of such Damages including the first Fifty ThousandDollars ($50,000) of such Damages.

**ARTICLEVI**Miscellaneous

                Section 6.1             Amendment and Waiver.  No provision of this Agreement may beamended, modified, supplemented or waived except by an instrument in writingexecuted by all of the parties hereto or, in the case of an asserted waiver,executed by the party against which enforcement of the waiver is sought.

                Section 6.2             Assignment.  Neither this Agreement nor any right createdhereby shall be assignable by any party hereto, except by Purchaser to anaffiliate.
                Section 6.3             Notice.  Any notice or communication must be inwriting and given by depositing the same in the United States mail, addressedto the party to be notified, postage prepaid and registered or certified withreturn receipt requested, or by delivering the same in person or by fax.  Such notice shall be deemed received on thedate on which it is hand-delivered or faxed (with confirmation received) or onthe third business day following the date on which it is so mailed.  For purposes of notice, the addresses of theparties shall be:
If  to Purchaser:HyperFeed  Technologies, Inc.  300 South Wacker Drive  Suite 300  Chicago, IL 60606  Attn: John Juska  Fax: 312-913-2900  with  a copy to:Craig  M. White, Esq.  Wildman, Harrold, Allen & Dixon  225 West Wacker Drive,  Suite 3000  Chicago, IL 60606  Fax: 312-201-2555  If  to Seller:Marketscreen,  Inc.  c/o Andrew Yasinsky  512 Davey Glen Rd.  Belmont, CA 94002  Fax: (650)654-3354  with  a copy to:David  C. Longinotti  Hanson, Bridgett, Marcus, Vlahos & Rudy, LLP.  333 Market Street, Suite 2300  San Francisco, CA 94105  FAX:  (415)541-9366  
Any party maychange its address for notice by written notice given to the other parties inaccordance with this Section 6.3.

                Section 6.4             Confidentiality.  Until the Closing, the parties shall keepthis Agreement and its terms confidential, but after the Closing (i) any partymay make such disclosures after the Closing as it reasonably considers arerequired by law, but each party will notify the other parties in advance of anysuch disclosure and (ii) the parties may disclose this Agreement, but not itsterms, in such manner as such party deems in the exercise of good faithnecessary or appropriate.  In the eventthat the transactions contemplated by this Agreement are not consummated forany reason whatsoever, the parties hereto agree not to disclose or use anyconfidential information they may have concerning the affairs of the otherparties, except for information which is required by law to be disclosed.  Confidential information includes, but isnot limited to: customer lists and files, prices and costs, business andfinancial records, valuations, surveys, reports, plans, proposals, financialinformation, information relating to personnel contracts, stock ownership,liabilities and litigation.  Should thetransactions contemplated hereby not be consummated, nothing contained in thissection shall be construed to prohibit a party hereto from operating a businessin competition with the other party.

                Section 6.5             Entire Agreement.  This Agreement and the exhibits heretosupersede all prior agreements and understandings relating to the subject matterhereof, except that the obligations of any party under any agreement executedpursuant to this Agreement shall not be affected by this Section.
                Section 6.6             Transactional Expenses.

                (a)           Except as otherwise provided in this Agreement, Purchaserand Seller shall each bear their respective costs and expenses of thetransactions contemplated hereby, including without limitation, the fees andexpenses of their attorneys, accountants and other advisors. The prevailingparty in any arbitration or other legal proceeding hereunder or under anyagreement executed pursuant hereto will, however, be entitled to recover itsreasonable attorneys' fees and expenses.

                (b)           Seller shall pay out of the proceeds of the purchase andsale transaction contemplated by this Agreement all sales, use, and similartaxes, if any, in connection with such purchase and sale of the PurchasedAssets.

                Section 6.7             Severability.  If any provision of this Agreement is heldto be illegal, invalid or unenforceable under present or future laws effectiveduring the term hereof, such provision shall be fully severable and thisAgreement shall be construed and enforced as if such illegal, invalid orunenforceable provision never comprised a part hereof; and the remainingprovisions hereof shall remain in full force and effect and shall not beaffected by the illegal, invalid or unenforceable provision or by its severanceherefrom.  Furthermore, in lieu of suchillegal, invalid or unenforceable provision, there shall be added automaticallyas part of this Agreement, a provision as similar in its terms to such illegal,invalid or unenforceable provision as may be possible and be legal, valid andenforceable.

                Section 6.8             Specific Performance.  Each party to this Agreement acknowledgesthat a refusal by the other party to consummate the transactions contemplatedhereby will cause irrevocable harm to the non-refusing party, for which theremay be no adequate remedy at law and for which the ascertainment of damageswould be difficult.  Therefore, thenon-refusing party shall be entitled, in addition to, and without having toprove the inadequacy of, other remedies at law, to specific performance of thisAgreement, as well as injunctive relief.

                Section 6.9             Survival of Representations.  Warranties and Covenants. Except asotherwise set forth in this Section 6.9, all representations and warranties ofthe parties hereunder shall survive for three (3) years after the Closing Date;provided that there shall be no termination of any such representation orwarranty as to which a claim has been asserted prior to the termination of suchsurvival period.  All representationsand warranties of Seller set forth in Sections 3.4, 3.9 and 3.35 shall surviveindefinitely.  All representations andwarranties of Seller set forth in Section 3.14 shall survive the Closing andremain effective until one year after the expiration of the applicable statuteof limitations for claims that might be asserted for matters related thereto.

                Section 6.10           Governing Law.  This Agreement shall be governed by, andconstrued in accordance with, the substantive laws of the State of Illinoiswithout reference or regard to the conflicts of law rules of said state.  In the event a dispute arises under thisAgreement, the parties agree that the exclusive jurisdiction and venue for theresolution of any dispute shall be state and Federal courts located in CookCounty, Illinois.  Each partyirrevocably submits to the jurisdiction of the State of Illinois and waives anyobjection, which it may have based upon improper venue or forum non conveniensto the conduct of any proceeding in any such court.  Both parties waive personal service of any process upon it andconsents to service of process by mail.

                Section 6.11           Captions.  The captions in this Agreement are forconvenience of reference only and shall not limit or otherwise affect any ofthe terms or provisions hereof.

                Section 6.12           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, and all of which togethershall constitute one and the same instrument.

                Section 6.13           Number and Gender.  Whenever the context requires, references inthis Agreement to the singular number shall include the plural, the pluralnumber shall include the singular and words denoting gender shall include themasculine, feminine and neuter.

[SIGNATURE PAGES TO FOLLOW]
                IN WITNESS WHEREOF, the partieshereto, intending to be legally bound, have executed this Agreement as of thedate first above written.

 
 PURCHASER:     HyperFeed  Technologies Corporation, a  Delaware corporation     By: Name: Its:       SELLER:     Marketscreen.com,  Inc.,  a  Delaware corporation  By: Name: Its:       PRINCIPALS:         Name:Andrew  Yasinsky        Name:Neil  Waldo        Name:James  Wilson