**EXHIBIT 4****(a)**

**STATEMENT OF REGISTRATIONRIGHTS**

             ThisStatement of Registration Rights is made this 27th day of April,2001 by HyperFeed Technologies, Inc. (the “Company”) in favor ofMarketScreen.com, Inc.  This statementof registration rights subject to the restrictions on transfer contained inthat certain Asset Purchase Agreement of even date herewith between the Companyand MarketScreen.com, Inc. (the “Asset Purchase Agreement”) which AssetPurchase Agreement is incorporated herein by reference.

**             1.          DEFINITIONS.**  Forpurposes of this Statement of Registration Rights:

                           (a)         The terms “register,” “registered,” and“registration” refer to a registration effected by preparing and filing aregistration statement or similar document in compliance with the SecuritiesAct of 1933, as amended (the “Act”), and the declaration or ordering ofeffectiveness of such registration statement or document;

                           (b)        The term “Registrable Securities” meansthe shares of the Company’s common stock to be issued by the Company pursuantto the Asset Purchase Agreement; provided, however, no such shares shallconstitute Registrable Securities until the restrictions on transfer containedin the Asset Purchase Agreement have expired and such shares have been releasedfrom escrow and delivered to Marketscreen.com, Inc.; and

                           (c)         The term “Holder” means the originalholder of the Registrable Securities.

                           (d)        All other capitalized terms nototherwise defined herein shall have the same meaning as set forth in the AssetPurchase Agreement.

**             2.          COMPANY REGISTRATION.**  If (butwithout any obligation to do so) the Company proposes at any time before thethird anniversary of the Closing Date (as defined in the Agreement) to register(including for this purpose a registration effected by the Company forstockholders other than Holder) any of its stock or other securities under theAct in connection with the public offering for its own account of suchsecurities solely for cash (other than a registration relating solely to thesale of securities to participants in a Company stock plan, or a registrationon any form which does not include substantially the same information as wouldbe required to be included in a registration statement covering the sale of theRegistrable Securities), the Company shall, at such time, promptly give Holderwritten notice of such registration. Upon the written request of Holder given within twenty days aftermailing of such notice by the Company, the Company shall, subject to theprovisions of Section 8 hereof cause to be registered under the Act all ofthe Registrable Securities that each such Holder has requested to beregistered.

**             3.          DEMAND REGISTRATION.**  In case theCompany shall, at any time after the first anniversary of the Closing (asdefined in the Asset Purchase Agreement), receive from Holders holding 40% ormore of the outstanding Registrable Securities a written request (to beexercised only once) that the Company effect a registration and any relatedqualification or compliance with respect to all or a part of the RegistrableSecurities owned by such Holder, the Company will promptly notify each otherHolder (if any) of such request and will:

 

                           (a)         as soon as practicable, effect suchregistration and all such qualifications and compliances as may be so requestedand as would permit or facilitate the sale and distribution of all or suchportion of a Holder’s Registrable Securities as are specified in such request,together with all or such portion of the Registrable Securities of any otherholder of registration rights joining in such request as are specified in awritten request given within 20 days after receipt of such written notice fromthe Company; PROVIDED, HOWEVER, that the Company shall not be obligated toeffect any such registration, qualification or compliance, pursuant to thisSection 3:  (1) if the Companyhas effected a registration of Registrable Securities its securities within thepreceding 12 months; (2) if the Company shall furnish to Holder acertificate signed by the President of the Company stating that in the goodfaith judgment of the Board of Directors of the Company, it would be seriouslydetrimental to the Company and its stockholders for such registration to beeffected at such time, in which event the Company shall have the right to deferthe filing of the registration statement for a period of not more than 60 daysafter receipt of the request of Holder under this Section 3; or(3) in any jurisdiction in which the Company would be required to qualifyto do business or to execute a general consent to service of process ineffecting such registration, qualification or compliance; and,

                           (b)        subject to the foregoing, file aregistration statement covering the Registrable Securities and other securitiesso requested to be registered promptly after receipt of the request or requestsof Holder, and in any event within 30 days of receipt of such request.

**             4.          OBLIGATION OF THE COMPANY.**  Subject tothe terms of the Asset Purchase Agreement, in the event that the Company is toeffect the registration of any Registrable Securities pursuant toSection 2 or 3 hereof, the Company shall promptly:

                           (a)         Prepare and file with the SEC aregistration statement on Form S-3 or a similar short form registrationstatement with respect to such Registrable Securities and use its best effortsto cause such registration statement to become effective, and, upon the requestof the holders of a majority of the securities registered thereunder, keep suchregistration statement effective for up to one hundred twenty (120) days, orsuch shorter period as is required to dispose of all securities covered by suchregistration statement.

                           (b)        Prepare and file with the SEC suchamendments and supplements to such registration statement and the prospectusused in connection with such registration statement as may be necessary tocomply with the provisions of the Act with respect to the disposition of allsecurities covered by such registration statement.

                           (c)         Furnish to Holder such number of copiesof a prospectus, including a preliminary prospectus, in conformity with therequirements of the Act, and such other documents as Holder may reasonablyrequest in order to facilitate the disposition of the Registrable Securitiesowned by Holder.

                           (d)        Use its best efforts to register andqualify the securities covered by such registration statement under such othersecurities or Blue Sky laws of such jurisdictions as shall be reasonablyrequested by Holder, provided that the Company shall not be required inconnection therewith or as a condition thereto to qualify to do business or tofile a general consent to service of process in any such states orjurisdictions or to agree to any restrictions as to the conduct of its businessin the ordinary course thereof.

 

                           (e)         In the event of any underwritten publicoffering, enter into and perform its obligations under an underwritingagreement, in usual and customary form, with the managing underwriter of suchoffering.  Holder shall also enter intoand perform its obligations under such underwriting agreement.

                           (f)         Notify Holder at any time when aprospectus relating to Registrable Securities of Holder covered by suchregistration statement is required to be delivered under the Act, of thehappening of any event as a result of which the prospectus included in suchregistration statement, as then in effect, includes an untrue statement of amaterial fact or omits to state a material fact required to be stated thereinor necessary to make the statements therein not misleading in the light of thecircumstances under which they were made.

                           (g)        Furnish, at the request of Holder, onthe date that such Registrable Securities are delivered to the underwriters forsale in connection with a registration, if such securities are being soldthrough underwriters, or, if such securities are not being sold throughunderwriters, on the date that the registration statement with respect to suchsecurities becomes effective, (i) an opinion, dated such date, of counselrepresenting the Company for the purposes of such registration, in form andsubstance as is customarily given to underwriters in an underwritten publicoffering, addressed to the underwriters, if any, and to Holder and (ii) aletter dated such date, from the independent certified public accountants ofthe Company, in form and substance as is customarily given by independentcertified public accountants to underwriters in an underwritten publicoffering, addressed to the underwriters, if any, and to Holder.

**             5.          AVAILABILITY OF RULE 144.** Notwithstanding anything in the Asset Purchase Agreement or thisStatement of Registration Rights to the contrary, the Company shall not beobligated to effect any such registration, qualification or compliance,pursuant to Section 2 or 3, if application of Rule 144 would allowHolder requesting a registration under Section 2 or 3 to dispose of theRegistrable Securities for which a registration is demanded within a single90-day period.

**             6.          FURNISH INFORMATION.**  It shall bea condition precedent to the obligations of the Company to take any actionpursuant to the Asset Purchase Agreement that the selling Holder shall furnishto the Company such information regarding itself, the Registrable Securitiesheld by Holder, and the intended method of disposition of such securities asshall be required to effect the registration of their Registrable Securities.

**             7.          EXPENSES.**  The Companyshall bear and pay all expenses (other than underwriting discounts andcommissions) incurred in connection with any registration, filing or qualificationof Registrable Securities, including (without limitation) all registration,filing, and qualification fees, legal, printers and accounting fees relatingthereto, and the cost of any reasonable fees or disbursements of counsel forHolder.

**             8.          UNDERWRITING REQUIREMENTS.**  Inconnection with any registrations in which Registrable Securities have a rightto be included pursuant to Section 2 hereof and which involves anunderwriting of securities being issued by the Company, the Company shall notbe required, under Section 2 hereof, to include any of Holder’s securitiesin such underwriting unless Holder accepts the terms of the underwriting asagreed upon between the Company and the underwriters selected by it, and thenonly in such quantity as will not, in the opinion of the underwriters,jeopardize the success of the offering by the Company.  If the total amount of securities, includingRegistrable Securities, requested by stockholders to be included in such offeringexceeds the amount of securities sold other than by the Company that theunderwriters reasonably believe compatible with the success of the offering,then the Company shall be required to include in the offering only that numberof such securities, including Registrable Securities, which the underwritersbelieve will not jeopardize the success of the offering, the securities soincluded to be apportioned pro rata among the selling Holder and othershareholders holding contractual registration rights according to the totalamount of securities entitled to be included herein owned by each sellingstockholder or in such other proportions as shall mutually be agreed to byHolder and each other selling stockholder.

 

**             9.          INDEMNIFICATION.**  In theevent any Registrable Securities are included n a registration statement filedby the Company:

                           (a)         The Company will indemnify and holderharmless Holder, its officers, directors, and agents, any underwriter (asdefined in the Act) for Holder and each person, if any, who controls Holder orunderwriter within the meaning of the Act or the Securities Exchange Act of1934, as amended (the “1934 Act”), against any losses, claims, damages, orliabilities (joint or several) asserted by a third party to which they maybecome subject under the Act, the 1934 Act or other federal or state law,insofar as such losses, claims, damages, or liabilities (or actions in respectthereof) arise out of or are based upon any of the following statements,omissions or violations (collectively a “Violation”):  (i) anyuntrue statement or alleged untrue statement of a material fact contained insuch registration statement, including any preliminary prospectus or finalprospectus contained therein or any amendments or supplements thereto,(ii) the omission or alleged omission to state therein a material factrequired to be stated therein, or necessary to make the statements therein notmisleading, or (iii) any violation or alleged violation of the Company ofthe Act, the 1934 Act, any state securities law or any rule or regulationpromulgated under the Act, the 1934 Act or any state securities law; and theCompany will reimburse Holder, any of its officers or directors, underwriter orcontrolling person for any legal or other expenses reasonably incurred by them,as incurred, in connection with investigating or defending any such loss,claim, damage, liability, or action; PROVIDED, HOWEVER, that the indemnityagreement contained in this Section 9(a) shall not apply to amounts paidin settlement of any such loss, claim, damage, liability or action if suchsettlement is effected without the consent of the Company (which consent shallnot be unreasonably withheld), nor shall the Company be liable in any such casefor any such loss, claim, damage, liability, or action to the extent that it arisesout of or is based upon a Violation which occurs in reliance upon and inconformity with written information furnished expressly for use in connectionwith such registration by such Holder, underwriter or controlling person.

                           (b)        Holder will indemnify and hold harmlessthe Company, each of its directors, each of its officers who have signed theregistration statement, each person, if any, who controls the Company with themeaning of the Act, any underwriter and any other shareholder sellingsecurities in such registration statement or any of its directors or officersor any person who controls such shareholder, against any losses, claims,damages, or liabilities (joint or several) asserted by a third party to whichthe Company or any such director, officer, controlling person, or underwriteror controlling person, or other such shareholder or director, officer orcontrolling person may become subject, under the Act, the 1934 Act or otherfederal or state law, insofar as such losses, claims, damages, or liabilities(or actions in respect thereto) arise out of or are based upon any Violation,in each case to the extent (and only to the extent) that such Violation occursin reliance upon and in conformity with written information furnished by Holderexpressly for use in connection with such registration; and Holder willreimburse any legal or other expenses reasonably incurred by the Company or anysuch director, officer, controlling person, underwriter or controlling person,other shareholder, officer, director, or controlling person, as incurred, inconnection with investigating or defending any such loss, claim, damage,liability, or action; PROVIDED, HOWEVER, that the obligations of Holderhereunder shall be limited to an amount equal to the net proceeds (equal to theoffering price less the exercise price, expenses and underwriting commissionsand discounts) to such Holder of Registrable Securities sold as contemplatedherein.  Notwithstanding the foregoing,the indemnity agreement contained in this Section 9(b) shall not apply toamounts paid in settlement of any such loss, claim, damage, liability or actionif such settlement is effected without the consent of Holder, which consentshall not be unreasonably withheld.

 

                           (c)         Promptly after receipt by an indemnifiedparty under this Section 9 of notice of the commencement of any action(including any governmental action), such indemnified party will, if a claim inrespect thereof is to be made against any indemnifying part under thisSection 9, deliver to the indemnifying party a written notice of thecommencement thereof and the indemnifying party shall have the right toparticipate in, and, to the extent the indemnifying party so desires, jointlywith any other indemnifying party similarly noticed, to assume the defensethereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER,that an indemnified party shall have the right to  retain its own counsel, with the fees and expenses to be paid bythe  indemnifying party, ifrepresentation of such indemnified party by the counsel retained by theindemnifying party would be inappropriate due to actual or potential differinginterests between such indemnified party and any other party represented bysuch counsel in such proceeding.  Thefailure to deliver written notice to the indemnifying party within a reasonabletime of the commencement of any such action, if prejudicial to its abilityto  defend such action, shall relievesuch indemnifying party of any liability to the indemnified party under this Section 9, but the omission so todeliver  written notice to theindemnifying party will not relieve it of any liability  that it may have to any indemnified partyotherwise than under this Section 9.

**             10.        REPORTS UNDER THE 1934 ACT.**  With a viewto making available to Holder the benefits of Rule 144 promulgated underthe Act and any other rule or regulation of the SEC that may at any time permitHolder to sell securities of the Company to the public without registration theCompany will endeavor to:

                           (a)         make and keep public informationavailable, as those terms are understood and defined in SEC Rule 144;

                           (b)        take such action as is necessary toenable Holder to utilize an abbreviated registration statement for the sale ofits Registrable Securities;

                           (c)         file with the SEC in a timely mannerall reports and other documents required of the Company under the Act and the1934 Act; and

                           (d)        furnish to Holder, so long as Holderowns any Registrable Securities, forthwith upon request (i) a writtenstatement by the Company that it has complied with the reporting requirementsof SEC Rule 144, the Act and the 1934 Act, or that it qualifies as aregistrant whose securities may be resold pursuant to Form S-3 (at any timeafter it so qualifies), (ii) a copy of the most recent annual or quarterlyreport of the Company and such other reports and documents so filed by theCompany, and (iii) such other information as may be reasonably requestedin availing Holder of any rule or regulation of the SEC which permits the sellingof any such securities without registration or pursuant to such form.

 

**             11.        ASSIGNMENT OF REGISTRATION RIGHTS.**  The rightsto cause the Company to register Registrable Securities pursuant to the AssetPurchase Agreement may be assigned by Holder to a permitted transferee orassignee of all of the Registrable Securities, provided the Company is, withina reasonable time after such transfer, furnished with written notice of thename and address of such transferee or assignee and the securities with respectto which such registration rights are being assigned; and provided, further,that such assignment shall be effective only if immediately following suchtransfer the further disposition of such securities by the transferee orassignee is restricted under the Act. Marketscreen.com, Inc. is hereby authorized to make the transfers to thePermitted Transferees referenced in the Asset Purchase Agreement subject to theterms and conditions of the Asset Purchase Agreement.

[SIGNATUREPAGE TO FOLLOW]

             **IN WITNESSWHEREOF,** the Company has causedthis Statement of Registration Rights to be executed as of the day and yearfirst set forth above.

|                                                                   |            | HyperFeed  Technologies, Inc.,  a Delaware corporation |
|------------------------------------------------------------------------|-----------------|--------------------------------------------------------|
|                                                                   |            |                                                   |
|                                                                   |            | By:                                                    | /s/  John E. Juska |
|                                                                   |            |                                                   |  |
|                                                                   |            | Name:                                                  | John  E. Juska |
|                                                                   |            |                                                   |  |
|                                                                   |            | Its:                                                   | SVP  & CFO |
|                                                                   |            |                                                   |  |
|                                                                   |            |                                                   |   |
| Agreed  to and accepted as of the day  and year first set forth above. |            |                                                   |
|                                                                   |            |                                                   |   |
| MarketScreen.com,  Inc.,  a Delaware corporation                       |            |                                                   |
|                                                                   |            |                                                   |
| By:                                                                    | /s/  Neil Waldo |                                                   |   |   |
|                                                                   |                 |                                                   |   |   |
| Name:                                                                  | Neil  Waldo     |                                                   |   |   |
|                                                                   |                 |                                                   |   |   |
| Its:                                                                   | CEO             |                                                   |   |   |
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