**Exhibit10(a)**

 

**ASSET PURCHASE AGREEMENT**

 

**THIS ASSET PURCHASE AGREEMENT**(this “Agreement”), dated as of June 2, 2003,is made and entered into by and between PCQUOTE.COM, INC., a Delawarecorporation (“Seller”), and Money.net, Inc., a Delaware corporation (“Purchaser”).

 

**WHEREAS,**Seller desires to sell certain of Seller’sassets relating to Seller’s retail Internet business that consists of Seller’swebsite and the sale, processing and delivery of exchange data and services viathe internet to non-professional, individual investors, and as such businessand operations are currently operated (the “Business”);

 

**WHEREAS,**Purchaser desires to purchase such assets andassume certain of Seller’s liabilities;

 

**NOW, THEREFORE,**in consideration of the mutual representations,warranties and covenants herein contained, and on the terms and subject to theconditions herein set forth, the parties hereto, intending to be legally bound,hereby covenant and agree as follows:

 

**Article I****Purchaseand 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, the following (collectively, the“Purchased Assets”):

 

(a)                                  The furniture, officeequipment, computer equipment, machinery, equipment, vehicles, and other itemsof personal property owned by Seller to the extent set forth on Schedule1.1(a);

 

(b)                                 The intellectualproperty rights owned by Seller to the extent set forth on Schedule 1.1(b)(the “Transferred Intellectual Property”);

 

(c)                                  All customer listsowned by Seller and relating to the Business

 

(d)                                 Copies of all books,documents and records owned by Seller and relating to the operation of theBusiness;

 

(e)                                  Copies of all personnelrecords and payroll records for calendar years 2002 and 2003 for all employeesof Seller;

 

(f)                                    All rights, privilegesand interest of Seller arising from the contracts, agreements and understandingto the extent set forth on Schedule 1.1(f) (the “Assigned Contracts”);

 

(g)                                 All right, title and interest in anyassignable licenses and permits relating to the Business; and

 

(h)                                 All materials andsupplies and sundry items owned by Seller and relating to the operation of theBusiness.

 

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Notwithstanding theforegoing, Seller will not deliver any computer sourcecode relating to any ofthe Purchased Assets at the Closing. Promptly after the Closing, Seller will deliver such sourcecode to intoan escrow pursuant to such terms and with such escrow agent as may beacceptable to the parties with such sourcecode to be delivered to Purchaserupon Seller’s receipt of the cash payment of the Purchase Price contemplated inSection 1.7(a) below.

 

**Section 1.2****                                  ****Excluded Assets**.  The Purchased Assets shallnot include any of the following (collectively, the “Excluded Assets”):

 

(a)                                  all cash, cash equivalents, and bank deposits

 

(b)                                 The intellectualproperty rights owned or licensed by Seller to the extent set forth on Schedule1.2(b) (the “Excluded Intellectual Property”);

 

(c)                                  any tax refund or tax credit (or right toclaim such a tax refund or tax credit) for any period ending on or prior to theClosing Date;

 

(d)                                 all policies of insurance maintained bySeller;

 

(e)                                  any of Seller’s property, real or personal,other than the Purchased Assets including, without limitation any assets notused in the Business and the assets listed on Schedule 1.2(e); and

 

(g)                                 all accounts receivable, notes receivable (andany security relating to such notes) and all other receivables of any otherkind.

 

**Section 1.3****                                  ****Assumed Liabilities****. **Commencing from and after the Closing Date, Purchaser shall assume andagree to pay, perform and discharge, promptly when due the following duties,liabilities and obligations (the “Assumed Liabilities”):

 

(a)                                  all liabilities relating to the Businessand/or the Purchased Assets to the extent accruing after the Closing;

 

(b)                                 all obligations accruing for all periods fromand after the Closing under the Assigned Contracts;

 

(c)                                  all credit balances due to customersincluding, but not limited to, those resulting from prepayment and overpayment(“Customer Credits”);

 

(d)                                 obligations to customers relating to servicesto be rendered after the Closing and pertaining to the Business for whichSeller has already issued invoices (“Invoiced Post-Closing Services”); and

 

(e)                                  all other debts, obligations and liabilitiesspecifically assumed by Purchaser under this Agreement.

 

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**Section 1.4****                               ****Transaction with HyperFeed Technologies, Inc. and AncillaryLicense Agreement****.**

 

At the Closing Seller shallenter into a License Agreement in the form attached hereto as Exhibit A-1,pursuant to which Seller will license to Purchaser certain intellectualproperty rights described in Exhibit A to be licensed from Seller to Purchaser.

 

At the Closing Seller shallcause HyperFeed Technologies, Inc. (“Parent”) to enter into a License Agreementin the form attached hereto as Exhibit A-2 (together with the license agreementreferenced in the preceding paragraph, the “License Agreements”), pursuant towhich Parent will license to Purchaser certain intellectual property rightsdescribed in Exhibit A (together with the intellectual property to be licensedby Seller pursuant to the preceding paragraph, the “Licensed IntellectualProperty”).  All Licensed IntellectualProperty shall be deemed Excluded Intellectual Property under this Agreement.

 

In exchange for the licensesgranted in the License Agreements and in addition to the payments set forth inSection 1.7 below, Purchaser agrees to amend the DataFeed License Agreementdated October 15, 2002 between Purchaser and Parent (the “DLA”) in a form to beagreed to by the parties no later than the Closing, which amendment shallextend the term of such DLA through January 31, 2008 and shall increase thelicensing fees payable under such DLA as follows: (i) beginning February 1,2004, Purchaser shall pay to Seller an additional $5,000 per month in licensingfees for services provided under such DLA for a total monthly minimum fee of$25,000 (“Minimum Monthly Fees”), (ii) in addition to Minimum Monthly Fees,Purchasers shall pay the following additional incremental fees based on usage:

 
| **Number of  Users** |   | **Usage Fees**    |   | **Total Monthly Fees** |
|----------------------|--------|-------------------|--------|------------------------|
| 3000-5499 users      |   | $10,000 per month |   | $35,000 per month      |
| 5500-unlimited users |   | $20,000 per month |   | $45,000 per month      |

 

; provided, however, (A) in calculating thenumber of users above, pre-existing customers of Purchaser will not be includedand future customers of Purchaser that do not utilize any of the PurchasedAssets will also not be included and (B) the aggregate license fees payableunder the DLA shall be reduced by $1,000 per month in the event that, and forso long as thereafter, the iTrading.com “Private Label Site” has not “gonelive” by February 1, 2004 as contemplated in that certain Marketscreen PrivateLabel Agreement dated January 30, 2003, as amended, between Seller andiTrading.com, a Delaware limited liability corporation unless Purchasercollects payments under such agreement notwithstanding any failure to “golive”; (iii) Purchaser shall also pay $3,000 per month for Iverson HistoricalData and (iv) Purchaser will be able to terminate the DLA anytime after January31, 2006, upon written notice to Parent provided that Purchaser pays Parent anyoutstanding amounts due and a termination fee based on the number of users atthe time of termination as follows:

 
| **Number of  Users** |   | **Total Termination Fee** |
|----------------------|--------|---------------------------|
| 0 - 5499 users       |   | $                         | 50,000 |
| 5500 or more users   |   | $                         | 100,000 |

 

Seller acknowledges and agrees that anybreach by Parent of the DLA referenced above shall be deemed a breach of thisAgreement by Seller.

 

**Section 1.5****                                  ****Transition Services****. **Following the Closing and pursuant to the terms and conditions setforth in the form of Transition Services Agreement attached hereto as Exhibit B(the “Transition Services Agreement”), Seller will provide certain transitionservices to Purchaser as described in the Transition Services Agreement.

 

**Section 1.6****                               ****Closing****. **The closing ofthe transactions contemplated hereby (the “Closing”) shall occur on June 2,2003 (the “Closing Date”) or such other date as the parties may agree in theoffices

 

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of Wildman, Harrold, Allen & Dixon,225 West Wacker Drive, Chicago, Illinois 60606; provided, however, the partiesmay close by facsimile with original to follow by overnight courier.

 

**Section 1.7****                                  ****Purchase Price****. **The aggregate consideration (the “Purchase Price”) to be paid to Sellerfor the Purchased Assets and covenants contained in this Agreement shall beboth of the following:

 

(a)                                  a $300,000 cash payment payable on June 15,2003 in immediately available funds pursuant to the following wire transferinstructions:

 

Lakeside Bank

141 W. Jackson Boulevard

Chicago, IL 60604-2993

Routing #071001504

Account #1665799001

 

; and

 

(b)                                 delivery of a promissory note at closing inform and substance acceptable to Seller in the principal amount of $150,000bearing interest at the rate of 8% per annum with interest and principalpayable in twelve equal monthly installments commencing on June 1, 2003 andsecured by a grant of a valid first priority security interest in the PurchaseAssets.

 

In addition, Seller shall remit to Purchaserat Closing $70,000 representing the estimated amount of (i) accounts receivableand notes receivable as of the Closing pertaining Post-Closing Services and(ii) Customer Credits.  Within five (5)business days following the Closing, Seller and Purchase shall agree in goodfaith as to the actual amount of Customer Credits and accounts receivable forPost-Closing Services as of the Closing. Upon the completion of such reconciliation, Purchaser and Seller agreeto promptly make appropriate payments reconciling the actual amounts to the$70,000 estimate.

 

**Section 1.8****                                  ****Allocation of Purchase Price****. **The Purchase Price shall be allocated to thePurchased Assets as set forth on Schedule 1.8.  Seller and Purchaser each covenant and warrant to each other thatin no tax return hereafter filed by any party or any of their respectivesuccessors or assigns, shall the allocation of the Purchase Price be treated orreported inconsistently with or differently from the allocation of the PurchasePrice set forth above, unless such change in allocation is the result of adetermination by a governing authority for that year or a preceding year; andthat in no tax audit, tax examination, tax or compliance review or taxlitigation, will either party or any of their respective successors or assignsclaim or assert that the allocation of the Purchase Price is inconsistent withor different than that which is set forth in Schedule 1.8, unless as aresult of the determination made by a governing authority.

 

**Section 1.9****                                  ****Closing Deliveries****. **In order to consummate the transactions contemplated hereby, thefollowing items shall be executed and/or delivered at the Closing, asappropriate:

 

(a)                                  Seller shall deliver to Purchaser possessionof the Purchased Assets and each of the following items executed by Seller asappropriate:

 

(i)                                     assignments, bills of sale and otherinstruments (including certificates of title, as applicable) in form andsubstance acceptable to Purchaser sufficient to transfer title to the PurchasedAssets;

 

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(ii)                                  all documentation reasonably required byPurchaser to effect the change by Seller of its corporate name to a new namebearing no resemblance to its present name and not including in such new namethe words “PCQuote.com” or “PCQuote”;

 

(iii)                               all documentation reasonably required byPurchaser to effect the transfer of any trademarks, service marks, domain namesor other intellectual property included in the Purchased Assets;

 

(iv)                              the License Agreements;

 

(v)                                 the Transition Services Agreement;

 

(vi)                              a Certificate of Good Standing for Sellerfrom the Delaware Secretary of State dated within twenty (20) days of theClosing; and

 

(vii)                           a secretary’s certificate from Sellercertifying Seller’s certificate of incorporation, bylaws, copies of resolutionsduly adopted by the board of directors of Seller approving the execution anddelivery of this Agreement and the closing of the transactions contemplatedhereunder and the incumbency of the officers of Seller executing any documentto be delivered pursuant to this Agreement.

 

From time-to-time after the Closing, atPurchaser’s request and without further consideration from Purchaser, Sellershall execute and deliver such other instruments of conveyance and transfer andtake such other action as Purchaser reasonably may require to convey, transferto and vest in Purchaser and to put Purchaser in possession of PurchasedAssets, and to comply with the purposes and intent of this Agreement.

 

(b)                                 Purchaser shall deliver to Seller each of thefollowing items executed by Purchaser as appropriate:

 

(i)                                     the Purchase Price payable in the mannerdescribed in Section 1.7 above;

 

(ii)                                  an assumption agreement in form and substanceacceptable to Seller sufficient to assume the Assumed Liabilities;

 

(iii)                               the License Agreements;

 

(iv)                              the Transition Services Agreement; and

 

(v)                                 a Certificate of Good Standing for Purchasefrom the Delaware Secretary of State dated within twenty (20) days of theClosing; and

 

(vi)                              a secretary’s certificate from Purchasercertifying Purchaser’s certificate of incorporation, bylaws, copies ofresolutions duly adopted by the board of directors of Purchaser approving theexecution and delivery of this Agreement and the closing of the transactionscontemplated hereunder and the incumbency of the officers of Purchaserexecuting any document to be delivered pursuant to this Agreement.

 

From time-to-time after the Closing, atSeller’s request and without further consideration from Seller, Purchaser shallexecute and deliver such other instruments and take such other action as Sellerreasonably may require to evidence the assumption by Purchaser of the AssumedLiabilities, including without

 

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limitation those arising under the AssignedContracts, and to comply with the purposes and intent of this Agreement.

 

**Section 1.10****                           ****Cooperation on Accounts Receivable****.** Seller will receive the benefits from itsoperation of the Business through the Closing Date.  Except as otherwise provided herein, all monies received byeither party hereto which, under the terms of this Agreement, belong to theother party, shall be received in trust by the party receiving such funds, andshall promptly upon receipt be paid over to the other party.  The parties agree, in this regard, tocooperate fully and to execute and deliver as expeditiously as possible suchpapers, checks and documents as are needed immediately to complete the transferof such payments.  Purchaser shall attemptto collect for Seller’s account as Seller’s agent the accounts receivable ofthe Business that are due to Seller (the “Seller Accounts”) and shall remit anyamounts collected to Seller on a weekly basis. Seller shall provide to Purchaser a list of all Seller Accounts as ofthe Closing Date that identifies, by debtor, amount, age and invoice date, allaccounts receivable of Seller relating to the business of Seller as of theClosing Date.  In attempting to collectthe Seller Accounts, Purchaser shall employ such methods it and its affiliatescustomarily employ in collecting their own accounts, but it shall not berequired to bring suit or otherwise commence any collection action in respectof any Seller Account or refer any Seller Account to a third party forcollection.  Any extraordinarycollection efforts shall require approval from Seller and shall be at Seller’sexpense.  If Purchaser receives paymentfrom a customer who is indebted both to Seller on a Seller Account and toPurchaser, Purchaser shall apply that payment to the particular invoice oraccount liability, if any, referenced by the customer in connection with themaking of the payment or, in the absence of any such reference or other clearidentification (including but not limited to an exact matching of an invoiceamount, invoice date or a statement from the customer), to the oldest invoiceor account liability first.  Purchasershall not use any direct or indirect means to cause any customer indebted toboth Purchaser and Seller to designate payment to Purchaser instead of Selleron a Seller Account.  Together with itsremission to Seller of amounts collected upon Seller Accounts, Purchaser willgive Seller notice of any instances in which a customer, who is indebted bothon a Seller Account and to Purchaser, advises Purchaser that a payment is to beapplied otherwise than to the oldest invoice or account liability first.  Promptly after the close of each week duringwhich Seller receives any payment (other than through Purchaser) on SellerAccounts outstanding at the Closing Date, Seller shall provide Purchaser with alist of all such direct receipts. Seller agrees not to seek collection on any Seller Accounts for 90 daysfollowing the Closing.  Thereafter,Seller may use any legal means to seek collection on a Seller Account.

 

**Article II****Purchaser’s Representations and Warranties**

 

Purchaser represents andwarrants that the following are true and correct as of this date and will betrue and correct on 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 Delawarewith all requisite power and authority to carry on the business and in goodstanding in which it is engaged, to own the properties it owns and to executeand deliver this Agreement and to consummate the transactions contemplatedhereby.

 

**Section 2.2****                                  ****Authorization and Validity****. **The execution, delivery and performance of this Agreement and the otheragreements contemplated hereby by Purchaser, and the consummation of thetransactions contemplated hereby and thereby, have been duly authorized byPurchaser.  This Agreement and eachother agreement contemplated hereby have been or will be prior to Closing dulyexecuted and delivered by Purchaser and constitute or will constitute as of theClosing, legal, valid and binding obligations of Purchaser, enforceable againstPurchaser in accordance with their respective terms, except

 

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as may be limited by applicable bankruptcy,insolvency or similar laws affecting creditors’ rights generally or theavailability of equitable remedies.

 

**Section 2.3****                                  ****Violation****. **Neither theexecution and performance of this Agreement or the other agreementscontemplated hereby, nor the consummation of the transactions contemplatedhereby or thereby, will (a) conflict with, or result in a breach of the terms,conditions and provisions of, or constitute a default under, the Certificate ofIncorporation or Bylaws of Purchaser or of any agreement, indenture or otherinstrument under which Purchaser is bound, or (b) violate or conflict with anyjudgment, decree, order, statute, rule or regulation of any court or anypublic, governmental or regulatory agency or body having jurisdiction overPurchaser or the properties or assets of Purchaser.

 

**Section 2.4****                                  ****Finder’s Fee****. **Purchaser has not incurred any obligation for any finder’s, broker’s oragent’s fee in connection with the transactions contemplated hereby for whichSeller may be liable.

 

**Article III****Representations and Warranties of Seller**

 

Except as set forth on theDisclosure Schedules attached to this Agreement, Seller represents and warrantsthat the following are true and correct as of this date and will be true andcorrect on the Closing Date as if made on that date.  Any reference in this Article or any Schedule attached hereto toSeller’s “knowledge” shall mean the actual knowledge of Jim Porter, FrankGuerrera, Randy Diehs.

 

**Section 3.1****                                  ****Organization and Good Standing****. **Seller is a corporation duly organized,validly existing and in good standing under the laws of the State of Delaware,with all requisite power and authority to carry on the business in which it isengaged and to own the properties it owns. Seller is duly qualified to do business in Illinois and every otherjurisdiction where the absence of such qualification would have a materialadverse affect on the Business.

 

**Section 3.2****                                  ****Authorization and Validity****. **The execution, delivery and performance of this Agreement and the otheragreements contemplated hereby by Seller, and the consummation of thetransactions contemplated hereby and thereby, have been duly authorized by theBoard of Directors of Seller and shareholders of Seller, if necessary. ThisAgreement and each other agreement contemplated hereby have been or will beduly executed and delivered by Seller and constitute, or will constitute as ofthe Closing, legal, valid and binding obligations of Seller enforceable againstSeller in accordance with their respective terms, except as may be limited byapplicable bankruptcy, insolvency or similar laws affecting creditors’ rightsgenerally or the availability of equitable remedies.

 

**Section 3.3****                                  ****Financial Statements****.  **Attached hereto as Schedule 3.3 are the unaudited balance sheetsof Seller as of March 31, 2003, and the related statement of earnings beforeinterest, tax, depreciation and amortization (or the equivalent) for thethree-month period then ended (collectively, the “Financial Statements”). TheFinancial Statements fairly present the financial condition and results ofoperations of Seller as of the dates and for the periods indicated and havebeen prepared on a consistent basis with prior practices. Seller has noliability or obligation, whether absolute, contingent or otherwise as of therespective dates of the Financial Statements required to be recorded, reflectedor disclosed thereon or therein which was not so recorded, reflected ordisclosed.

 

**Section 3.4****                                  ****Employee Benefits****.**Seller does not sponsor, maintain, orotherwise is a party to, or is in default under, or has any accrued obligationsunder any pension, deferred compensation, bonus or other incentive plan,severance plan, health, group insurance or other welfare plan, employee benefitplan or other similar plan, agreement, policy or understanding.

 

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**Section 3.5****                                  ****Absence of Material Adverse Change****. **Since December 31, 2002, Seller has notsuffered any material adverse change in its financial condition, assets,liabilities or business.

 

**Section 3.6****                                  ****Title Matters****. **Except as set forth in Schedule 3.6 hereto, Seller owns thePurchased Assets free and clear of all liens, liabilities, claims, andencumbrances. Upon consummation of the transactions contemplated hereby,Purchaser shall receive good, valid, and marketable title to the PurchasedAssets.

 

**Section 3.7****                                  ****Material Agreements****. **Except for the Assigned Contracts, contracts listed as Excluded Assetsor as otherwise set forth in Schedule 3.7 hereto, Seller has not enteredinto, nor are the Purchased Assets or the Business bound by, whether or not inwriting, any (a) partnership or joint venture agreement; (b) deed of trustor other security agreement; (c) guaranty or suretyship, indemnification orcontribution agreement or performance bond; (d) employment, consulting orcompensation agreement or arrangement, including the election or retention inoffice of any director or officer; (e) labor or collective bargainingagreement; (f) debt instrument, loan agreement or other obligation relating toindebtedness for borrowed money or money lent to another; (g) deed or otherdocument evidencing an interest in or contract to purchase or sell realproperty; (h)  lease of real or personal property, whether as lessor,lessee, sublessor or sublessee; (i) agreement for the acquisition of services,supplies, equipment or other personal property other than agreements enteredinto in the ordinary course of business; (j) contract containing noncompetitioncovenants; or (k) other agreement or commitment not made in the ordinary courseof business consistent, that is material to the Business or financial conditionof Seller (all of the foregoing are hereinafter collectively referred to as the“Material Agreements”). True, correct and complete copies of the writtenMaterial Agreements, and true, correct and complete written descriptions of theoral Material Agreements, have heretofore been delivered to Purchaser. Thereare no existing defaults with respect to the Material Agreements.  The Material Agreements are in full forceand effect and are valid and enforceable obligations of the parties thereto inaccordance with their terms.

 

**Section 3.8****                                  ****Intellectual Property Matters****. **With respect to the Transferred IntellectualProperty and the Licensed Intellectual Property (collectively, the“Intellectual Property”) and except as set forth in Schedule 3.8, (a)Seller,  or, as to the LicensedIntellectual Property, Parent, has the sole and exclusive right to use theIntellectual Property without infringing or violating the rights of any thirdparties, (b) no consent of third parties will be required for the use thereofby Purchaser upon consummation of the transactions contemplated by this Agreement,(c) no claim has been asserted by any person to the ownership of or right touse any Intellectual Property or challenging or questioning the validity oreffectiveness of any such license or agreement, and Seller has no knowledge ofany valid basis for any such claim. To Seller’s knowledge, no product, activityor operation of Seller infringes upon or involves, or has resulted in theinfringement of, any intellectual property rights of any other person,corporation or other entity. No proceedings have been instituted, are pendingor, to Seller’s knowledge, are threatened which challenge the rights of Sellerwith respect thereto.  Purchaseracknowledges and agrees that Seller will notbe liable for and Seller will not have breached any representation or warrantyunder this Section 3.8 if Purchaser (i) uses the Intellectual Property otherthan as intended, (ii) combines the Intellectual Property with data, hardwareor software provided by anyone other than Seller or its agents, or (iii)modifies any of the Intellectual Property.

 

**Section 3.9****                                  ****No Violation****. **Neither the execution and performance of this Agreement or theagreements contemplated hereby nor the consummation of the transactionscontemplated hereby or thereby will (a) result in a violation or breach of theCertificate of Incorporation or Bylaws of Seller or any agreement or otherinstrument under which Seller is bound or to which any of the Purchased Assetsare subject, or result in the creation or imposition of any lien, charge orencumbrance upon any of the

 

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Purchased Assets or (b) violate anyapplicable law or regulation or any judgment or order of any court orgovernmental agency.

 

**Section 3.10****                           ****Consents****. **Seller hasreceived all necessary authorizations, consents, and approvals required (a) toauthorize the execution, delivery and performance of this Agreement or theagreements contemplated hereby on the part of Seller or (b) in connection withthe transfer of any Purchased Assets from Seller to Purchaser, including butnot limited to the assignment of the Assigned Contracts.

 

**Section 3.11****                           ****Finder’s Fee****. **Seller has not incurred any obligation for any finder’s, broker’s oragent’s fee in connection with the transactions contemplated hereby for whichPurchaser may be liable or for which a claim could be asserted against thePurchased Assets.

 

**Section 3.12****                           ****Claims and Proceeding****.** Schedule3.12 is a complete and accurate list and description of all claims,actions, suits, proceedings and investigations currently pending or, toSeller’s knowledge, threatened against or affecting the Business or any of thePurchased Assets, at law or in equity, or before or by any court, municipal orother governmental department, commission, board, agency or instrumentality.  No inquiry, action or proceeding has beenasserted, instituted or, to Seller’s knowledge, threatened to restrain orprohibit the carrying out of the transactions contemplated by this Agreement orto challenge the validity of such transactions or any part thereof or seekingdamages on account thereof.

 

**Section 3.13****                           ****Employee Matters****. **Set forth in Schedule 3.13 hereto is a complete and accuratelist of all employees of Seller as of the date of this Agreement, together withtheir positions and their annual salaries and other compensation. Except as setforth in Schedule 3.13 hereto, to Seller’s knowledge, Seller is incompliance with all federal and state laws respecting employment and employmentpractices, terms and conditions of employment and wages and hours and is notengaged in, nor has it committed, any unfair labor practice as defined in theNational Labor Relations Act of 1947, as amended.

 

**Section 3.14****                           ****Real Property****. **Seller owns no real property.

 

**Article IV**

**Covenants and Agreements**

 

**Section 4.1****                                  ****Covenant Not to Compete****.**Acknowledging that the following restrictionsare reasonable and necessary in order to protect Buyer’s legitimate interests,and that any violation thereof would result in irreparable injury to Purchaser,Seller and Parent agree and covenants as follows:

 

(a)                                  Non-Competition by Seller. During the period beginning on the Closing Date and ending on February1, 2006 (the “Non-Compete Period”), except as hereafter provided, neitherSeller nor Parent shall alone, through any subsidiary or joint venture or as amember, partner, or agent of any partnership, or as an agent, member,stockholder (except stockholder of not more than five percent (5%) of theoutstanding stock of any company listed on a national securities exchange ortraded over the counter) or as an investor in any corporation or other personor entity of any kind whatsoever, directly or indirectly, (i) engage in, (ii)own, manage, operate, control or participate in the ownership, management,operation or control of, or (iii) be connected in any manner with, any businessor activity which engages in a business competitive with the **Business**inanywhere in the United States. Notwithstanding anything to the contrary contained in this Section, (A)Seller shall be entitled to exercise its rights and obligations (i) under thatcertain Distribution Agreement between Townsend Analytics Ltd. and Seller datedJuly 31,

 

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2001 (a summary of the relationship undersuch agreement is attached as Schedule 4.1(a) and (ii) in relation to currentand future web data and display data customer contracts, and (B) Seller andParent shall not be prevented in any way from (X) selling any of its otherdivisions, subsidiaries, or other businesses to a Person which is or may be incompetition with the Business, (Y) entering into a joint venture with a Personrelating to another division, subsidiary or other business of Seller, whichPerson is also in competition with the Business; provided such joint venture isnot in competition with the Business, or (Z) merging with any Person which isor may be in competition with the Business. 

 

(b)                                 Non-Enticement. During the period beginning on the date hereof and ending on February 1,2006, neither Seller nor Parent shall directly or indirectly, whether for itsown account or for or with any other person or entity of any kind whatsoever,hire, solicit or endeavor to entice away from Purchaser, any person who wasemployed by Seller or Parent (to the extent that such person worked in theBusiness) or Purchaser at any time during the period beginning one year priorto the date of this Agreement and ending on the second anniversary of theClosing Date, and neither Seller nor Parent shall approach any such person forany such purpose or authorize or knowingly cooperate with the taking of anysuch action by any other individual, person or entity.

 

(c)                                  Remedies.  In the event of any violationof this Section, Purchaser shall be authorized and entitled to obtain from anycourt of competent jurisdiction preliminary and permanent injunctive relief aswell as an equitable accounting of all profits or benefits arising out of suchviolation, which rights and remedies shall be cumulative and in addition to anyother rights or remedies to which Purchaser may be entitled under applicablelaw or this Agreement.

 

(d)                                 Partial Invalidity.  Inthe event any of the restrictions contained in this Section are held to be inany respect an unreasonable restriction upon Seller, then the court so holdingshall alter or amend this Agreement, including making any reduction in theterritory to which it pertains and/or the period of time in which it operates,or effect any other change to the extent necessary to render any of therestrictions enforceable.  Each of theterms and provisions of this Section is and is to be deemed severable in wholeor in part and, if any term or provision or the application thereof in anycircumstances should be invalid, illegal or unenforceable, the remaining termsand provisions or the application thereof to circumstances other than those asto which it is held invalid, illegal or unenforceable, shall not be affectedthereby and shall remain in full force and effect.

 

**Section 4.2****                                  ****Name Change****. **At the Closing, Seller shall deliver to Purchaser executed but unfilleddocumentation in a form sufficient to change Seller’s name in Delaware andIllinois from “PCQUOTE.COM, INC.” to another name chosen by Seller which doesnot include the words “PCQUOTE” or “PCQUOTE.COM”.

** **

**Section 4.3.****                                C****onsents ofThird Parties****.**

 

(a)                                  Notwithstanding anything in this Agreement tothe contrary, this Agreement shall not constitute an agreement to assign anyasset or agreement or any claim or right or any benefit arising under orresulting from such asset or agreement if an attempted assignment thereof,without the consent of a third party, would constitute a breach or othercontravention of the rights of such third party, would be ineffective withrespect to any party to an agreement concerning such asset, or would in any wayadversely affect the rights of Seller or, upon transfer, Purchaser under suchasset or agreement.  If any transfer orassignment by Seller to, or any assumption by Purchaser of, any interest in, orliability, obligation or commitment under, any asset or agreement requires theconsent of a third party, then such assignment or assumption shall be madesubject to such consent being obtained. To the extent any Assigned Contract may not be assigned to Purchaser byreason of the absence of any such consent,

 

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Purchaser shall not be required to assumesuch Assigned Contract and if not assigned shall not be entitled to receivebenefits arising under such Assigned Contract.

 

(b)                                 In connection with those consents that havenot been obtained as of the Closing, Seller and Purchaser hereby agree that,until any such required consent is obtained, Seller, or HyperFeed Technologies,Inc., as appropriate, shall, with the reasonable and necessary cooperation ofPurchaser continue to fulfill any and all obligations and commitments, andenforce any and all rights, of Seller in connection with any asset, claim orright that constitutes a Purchased Asset or Assigned Contract but for which anyrequired consent has not been obtained, and that Purchaser shall be entitled toall of the economic claims, rights and benefits under such asset, claim orright and Seller shall pay or cause to be paid to Purchaser all such economicbenefits as promptly as practicable following receipt by Seller or its parent;provided that Purchaser shall be responsible for the Assumed Liabilities, ifany, arising under such asset, claim or right, to the extent that Purchaser hasreceived the economic benefit of such asset, claim or right, and furtherprovided that Purchaser shall reimburse Seller for its costs to fulfill anysuch obligations, commitments or enforcement of rights.

 

**Article V****Indemnification**

 

**Section 5.1****                                  ****Seller’s Indemnity****. **Subject to the terms and conditions of this Article V, Seller herebyagrees to indemnify, defend and hold Purchaser and its shareholders, officers,directors, agents, attorneys and affiliates (defined as Purchaser and anyperson 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 of them orassessed against the Purchased Assets by reason of or resulting from or basedupon the material inaccuracy of any representation or material breach ormaterial default of or under any warranty, covenant or agreement made by Sellerin this Agreement or any exhibit or schedule attached hereto or in anycertificate, document or other instrument delivered by Seller in connectionwith the transactions contemplated by this Agreement.

 

**Section 5.2****                                  ****Purchaser’s Indemnity****. **Subject to the terms and conditions of this Article V, Purchaserhereby agrees to indemnify, defend and hold Seller and its shareholders,officers, directors, agents, attorneys and affiliates (defined as Seller andany person or entity controlling, controlled by, or under common control with,Seller) harmless from and against all Damages asserted against or incurred byany or all of them by reason of or resulting from or based on any of theAssumed Liabilities or the material inaccuracy of any representation ormaterial breach or material default of or under any warranty, covenant oragreement made by Purchaser in this Agreement or any exhibit or scheduleattached hereto or in any certificate, document or other instrument deliveredby Purchaser in connection with the transactions contemplated by thisAgreement.

 

**Section 5.3****                                  ****Procedures for Indemnification****. **The respective obligations and liabilities ofSeller and Purchaser (the “indemnifying party”) to the other (the “party to beindemnified”) under Sections 5.1 and 5.2 hereof with respect to claimsresulting from the assertion of liability by third parties shall be subject tothe following terms and conditions:

 

(a)                                  Within 20 days (or such earlier time as mightbe required to avoid prejudicing the indemnifying party’s position) afterreceipt of notice of commencement of any legal action evidenced by service ofprocess or other legal pleading, or with reasonable promptness after theassertion in writing of any claim by a third party, the party to be indemnifiedshall give the indemnifying party written notice

 

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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, bythe 30th day after receipt of notice of any such claim (or, if earlier, by the10th day preceding the day on which an answer or other pleading must be servedin order to prevent judgment by default in favor of the person asserting suchclaim), does not elect to defend against such claim, the party to beindemnified will (upon further notice to the indemnifying party) have the rightto undertake the defense, compromise or settlement of such claim on behalf ofand for the account and risk of the indemnifying party and at the indemnifyingparty’s expense, subject to the right of the indemnifying party to assume thedefense of such claims in accordance with this Section 5.3(b) at any time priorto settlement, compromise or final determination thereof.

 

(c)                                  Anything in this Section 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 theclaim involves more than the payment of money, the indemnifying party shall notsettle the claim without the prior consent of the party to be indemnified,which consent shall not be unreasonably withheld.

 

(d)                                 The party to be indemnified and theindemnifying party will each cooperate with all reasonable requests of theother.

 

**Section 5.4**                                   **Limitations Period****. **All representations, warranties, covenants and obligations of Purchaserand of Seller under this Agreement shall survive the Closing for one (1) year.

 

**Section 5.5****                                  ****Exclusive Remedy**.  The sole and exclusive remedyof each Party for any all monetary claims or Damages relating to or arising outof or in connection with this Agreement and the facts and circumstancesrelating and pertaining thereto shall be an action for indemnity pursuant tothis Article which shall be governed and limited by this Article, whether anysuch claim is made in contract, breach of warranty, tort, statutory, or commonlaw.

 

**Section 5.6****                                  ****Limits on Liability****.**

 

(a)                                  No indemnifying party shall have liabilityunder this Article unless the aggregate amount of all Damages finallydetermined to arise from such breaches, misrepresentations or omissions exceedsFive Thousand Dollars ($5,000), and, in such event such indemnifying partyshall be required to pay the amount of such Damages without regard to suchthreshold amount.

 

(b)                                 Notwithstanding anything to the contrarycontained in this Agreement, no indemnifying party shall have any liability toany party to be indemnified to the extent that the breach of the warranty orcovenant or the falsity of the representation upon which such liability wouldbe based is disclosed in any of the Schedules or Exhibits to this Agreement.

 

(c)                                  The maximum amount of Damages that anindemnifying party shall, in the aggregate, be required to pay to all partiesto be indemnified hereunder pursuant to any provision of this Agreement shallnot, in the aggregate, exceed the Purchase Price.

 

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**Article VI**

**Miscellaneous**

 

**Section 6.1****                                  ****Amendment and Waiver****. **No provision of this Agreement may be amended, modified, supplementedor waived except by an instrument in writing executed by all of the partieshereto or, in the case of an asserted waiver, executed by the party againstwhich enforcement of the waiver is sought.

 

**Section 6.2****                                  ****Successors and Assigns; Assignment****. **This Agreement shall be binding upon andinure to the benefit of the heirs, successors, administrators, executors, andassigns of each of the Parties; *provided, however*, that this Agreement maynot be assigned by any Party in whole or in part, to any third party withoutthe express written permission of the other Party which permission may bewithheld or conditioned in such Party’s sole discretion and without regard toany standard of commercial reasonableness. Any attempted assignment of thisAgreement in violation of this paragraph shall, at the option of thenon-assigning Party be rendered null and void and deemed a breach of the termsof this Agreement.

 

**Section 6.3****                                  ****Notice****. **Any notice orcommunication must be in writing and given by depositing the same in the UnitedStates mail, addressed to the party to be notified, postage prepaid andregistered or certified with return receipt requested, or by delivering thesame in person, by overnight courier or by facsimile.  Such notice shall be deemed received on the date on which it ishand-delivered or sent by facsimile (with electronic confirmation), on thethird business day following the date on which it is so mailed, or one dayafter timely deposit with an overnight courier for next-day delivery.  For purposes of notice, the addresses of theparties shall be as set forth on the signature page of this Agreement. Anyparty may change its address for notice by written notice given to the otherparties in accordance with this Section.

 

**Section 6.4****                                  ****Confidentiality****.**

 

(a)    The Parties agree that any information provided by one to the other (whether inwritten, oral or other form)(the “Information”) is provided solely inconnection with the transactions contemplated hereby and that only suchdirectors, officers, employees, agents and consultants (including attorneys andauditors, the “Advisors”) of any Party who are directly involved in theproposed transactions will be provided access to such Information.  Unlessapproved by the other Party in writing, the Parties agree not to disclose anyof such Information to any third Party who is not an Advisor except as requiredby statute, regulatory authority, court order or decree or except for theportions of such Information which are in or which come into the public domainother than through the acts or omissions of the Parties or their respectiveAdvisors

 

(b)    Prior to the Closing, except as otherwise agreed in writing, the Parties agreenot to disclose, and to take all steps necessary or desirable to ensure thatnone of its Advisors disclose the transactions contemplated hereby or theexistence of this Agreement to any third party including, but not limited to,customers, potential customers, suppliers and potential suppliers, other thanAdvisors, except as may be required by statute, regulatory authority, courtorder or decree.

 

(c)    The Parties shall consult with each other as to the form and substance of anypress release or other public disclosure regarding the transactionscontemplated hereby, and neither Party shall make any public disclosure thereofprior to Closing without the written consent of the other, provided thatnothing in this Agreement shall prohibit either Party from making any publicdisclosure which it, with the

 

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advice of counsel, deems reasonable necessaryto comply with law applicable to it.

 

(d)    The Parties agree that, in connection with any breach or alleged breach by aParty of the terms and provisions of this Section, in addition to all otherremedies available at law or hereunder, the injured Party shall be entitled toequitable relief, including injunctive relief and specific performance and allreasonable attorneys fees and court costs incurred in connection therewith.

 

(e)    The provisions of this section are in addition to any other confidentialityobligations a Party may have to whether by agreement, applicable law orotherwise and shall not, in any way, limit the applicability, scope orenforceability of such obligations.

 

**Section 6.5****                                  ****Entire Agreement****. **This Agreement and the exhibits hereto supersede all prior agreementsand understandings relating to the subject matter hereof, except that theobligations of any party under any agreement executed pursuant to thisAgreement or any other confidentiality agreement executed by a party shall notbe affected by this Section.

 

**Section 6.6****                                  ****Transactional Expenses****. **Except as otherwise provided in this Agreement, Purchaser and Sellershall each bear their respective costs and expenses of the transactionscontemplated hereby, including without limitation, the fees and expenses oftheir attorneys, accountants and other advisors. The prevailing party in anyarbitration or other legal proceeding hereunder or under any agreement executedpursuant hereto will, however, be entitled to recover its reasonable attorneys’fees and expenses.

 

**Section 6.7****                                  ****Severability****. **If any provision of this Agreement is held to be illegal, invalid orunenforceable under present or future laws effective during the term hereof,such provision shall be fully severable and this Agreement shall be construedand enforced as if such illegal, invalid or unenforceable provision nevercomprised a part hereof; and the remaining provisions hereof shall remain infull force and effect and shall not be affected by the illegal, invalid orunenforceable provision or by its severance herefrom. Furthermore, in lieu ofsuch illegal, invalid or unenforceable provision, there shall be addedautomatically as part of this Agreement, a provision as similar in its terms tosuch illegal, invalid or unenforceable provision as may be possible and belegal, valid and enforceable.

 

**Section 6.8****                                  ****Specific Performance****. **Each party to this Agreement acknowledges that a refusal by the otherparty to consummate the transactions contemplated hereby will cause irrevocableharm to the non-refusing party, for which there may be no adequate remedy atlaw and for which the ascertainment of damages would be difficult.  Therefore, the non-refusing party shall beentitled, in addition to, and without having to prove the inadequacy of, otherremedies at law, to specific performance of this Agreement, as well asinjunctive relief.

 

**Section 6.9****                                  ****Governing Law****. **This Agreement shall be governed by, and construed in accordance with,the substantive laws of the State of Illinois without reference or regard tothe conflicts of law rules of any state or jurisdiction.  In the event a dispute arises under thisAgreement, the parties agree and consent to the non-exclusive jurisdiction andvenue of the state and federal courts located in Cook County, Illinois for theresolution of any dispute arising under this Agreement.  Each party irrevocably submits to thejurisdiction of such courts and waives any objection, which it may have based uponimproper venue or *forum non conveniens* to the conduct of any proceeding in anysuch courts.

 

**Section 6.10****                           ****Captions****. **The captionsin this Agreement are for convenience of reference only and shall not limit orotherwise affect any of the terms or provisions hereof.

 

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**Section 6.11****                           ****Counterparts****. **This Agreement may be executed in counterparts, each of which shall bedeemed an original, and all of which together shall constitute one and the sameinstrument.

 

**Section 6.12****                           ****Number and Gender****. **Whenever the context requires, references in this Agreement to thesingular number shall include the plural, the plural number shall include thesingular and words denoting gender shall include the masculine, feminine andneuter.

 

**Section 6.13****                           ****No Third Party Beneficiaries****.**Exceptas expressly indicated elsewhere in this Agreement, nothing expressed orimplied in this Agreement is intended or will be construed to confer upon orgive any person or entity other than the parties to this Agreement any rightsor remedies under or by reason of this Agreement or any transactionscontemplated hereby.

 

**Section 6.14**                            **Waiver of Trial by Jury****. **EACH OF THE PARTIES TO THIS AGREEMENT WAIVES ITS RESPECTIVE RIGHTS TO AJURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THISAGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, ANDALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF THE PARTIES TO THIS AGREEMENT REPRESENTS THAT IT HAS REVIEWEDTHIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTSFOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS AWRITTEN CONSENT TO A TRIAL BY THE COURT.

 

**Section 6.15****                           ****No Strict Construction****.  **This Agreement has been prepared, and negotiations in connectionherewith have been carried on, by the joint efforts of the parties to thisAgreement and their respective counsel. This Agreement is to be construedfairly and simply and not strictly for or against any of the parties to thisAgreement.  This Agreement isacknowledged by each Party as having been co-drafted.

 

**Section 6.16****                           ****Incorporation of Recitals, Exhibits and Schedules****. **The recitals above and all exhibits andschedules identified in or attached to this Agreement are incorporated hereinby reference and made a part of this Agreement.

 

 

**[SIGNATURE PAGES TO FOLLOW]**

** **

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IN WITNESS WHEREOF,**the partieshereto, intending to be legally bound, have executed this Asset PurchaseAgreement as of the date first above written.**

 
|   | **PURCHASER****:**     |
|--------|------------------------|
|   |                   |
|   | MONEY.NET, INC.,       |
|   | a Delaware corporation |
|   |                   |
|   | By:                    | /s/ H.L. Van Arnem |   |
|   | Name:                  | H.L. Van Arnem |   |
|   | Its:                   | CEO & Chairman |   |
|   |                   |
|   | Address:               |   | 155 Spring Street |   |
|   |                   |   | 3rd FL |   |
|   |                   |   | NY, NY 10012 |   |
|   |                   | Attn: |   |   |
|   |                   | Fax: |   |   |
|   |                   |
|   | **SELLER****:**        |
|   |                   |
|   | PCQUOTE.COM, INC.,     |
|   | a Delaware corporation |
|   |                   |
|   | By:                    | /s/ Jim R. Porter |   |
|   | Name:                  | Jim R. Porter |   |
|   | Its:                   | CEO |   |
|   |                   |
|   | Address:               |   | 300 S. Wacker Dr. |   |
|   |                   |   | Chicago, IL 60606 |   |
|   |                   |   |   |   |
|   |                   | Attn: |   |   |
|   |                   | Fax: |   |   |
|        |                        |  |  |  |  |

 

The undersigned hereby agrees and covenants to be boundby the terms and provisions of Section 4.1 hereof; provided such provisionsshall not be amended without the approval of the undersigned.

 
|   | HyperFeed Technologies,  Inc., |
|--------|--------------------------------|
|   | a Delaware corporation         |
|   |                           |
|   | By:                            | /s/ Jim R. Porter |   |
|   | Name:                          | Jim R. Porter |   |
|   | Its:                           | CEO |   |

 

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