MULTEX SYSTEMS INC, S-1/A, 1998-07-01

MULTEX SYSTEMS INC
S-1/A, 1998-07-01
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998

REGISTRATION NO. 333-53993

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------

AMENDMENT NO. 1

TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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MULTEX SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 7375 22-3253344
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER)IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

33 MAIDEN LANE, 5TH FLOOR
NEW YORK, NEW YORK 10038
(212) 859-9800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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ISAAK KARAEV
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MULTEX SYSTEMS, INC.
33 MAIDEN LANE, 5TH FLOOR
NEW YORK, NEW YORK 10038
(212) 859-9800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

---------------
COPIES TO:
ALEXANDER D. LYNCH, ESQ. JOHN A. BURGESS, ESQ.
BRIAN B. MARGOLIS, ESQ. JOSEPH E. MULLANEY III, ESQ.
BROBECK, PHLEGER & HARRISON LLP HALE AND DORR LLP
1633 BROADWAY, 47TH FLOOR 60 STATE STREET
NEW YORK, NEW YORK 10019 BOSTON, MASSACHUSETTS 02109
(212) 581-1600 (617) 526-6000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1)(2) FEE(2)(3)
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<S> <C> <C>
Common Stock, par value $.01 per share......... $41,400,000 $12,213
</TABLE>
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(1) Includes 450,000 shares of Common Stock which the Underwriters have the
option to purchase from the Company solely to cover over-allotments, if
any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933,
as amended.

(3)Previously paid. ---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JULY 1, 1998

PROSPECTUS

3,000,000 SHARES

[LOGO]

COMMON STOCK

All of the 3,000,000 shares of Common Stock offered hereby are being sold by
Multex Systems, Inc. ("Multex" or the "Company"). Prior to the offering, there
has been no public market for the Common Stock of the Company. It is currently
anticipated that the initial public offering price will be between $9.00 and
$12.00 per share. See "Underwriting" for a discussion of the factors to be
considered in determining the initial public offering price. The Company has
applied to have the Common Stock approved for quotation on the Nasdaq National
Market under the symbol MLTX.

--------

THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 5.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

(2) Before deducting expenses payable by the Company estimated at $900,000.

(3) The Company and certain stockholders have granted to the Underwriters a 30-
day option to purchase up to 450,000 additional shares of Common Stock
solely to cover over-allotments, if any. If all such shares are purchased,
the total Price to Public, Underwriting Discount, Proceeds to Company and
Proceeds to Over-Allotment Selling Stockholders will be $ , $ , $
and $ , respectively. The Company will not receive any of the proceeds
from the sale of shares by the Over-Allotment Selling Stockholders. See
"Underwriting" and "Principal Stockholders."

--------

The shares of Common Stock are offered by the several Underwriters subject to
prior sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and certain other
conditions. It is expected that certificates for such shares will be made
available for delivery on or about , 1998, at the office of the agent of
Hambrecht & Quist LLC in New York, New York.

HAMBRECHT & QUIST
BANCAMERICA ROBERTSON STEPHENS
SALOMON SMITH BARNEY
DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER INCORPORATED
, 1998
<PAGE>

[COLOR ARTWORK TO BE PROVIDED]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."

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MultexNET(R) and the Multex logos are registered trademarks and service
marks of the Company. MultexEXPRESS, Multex Research-On-Demand, Multex
Investor Network, MX Investor Magazine and the Multex logo are trademarks and
service marks of the Company. This Prospectus contains other trade names,
trademarks and service marks of the Company and of other organizations, all of
which are the property of their respective owners.

---------------------

INFORMATION ON THE COMPANY'S WEB SITE SHALL NOT BE DEEMED TO CONSTITUTE A PART
OF THIS PROSPECTUS.
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and the Notes thereto
appearing elsewhere in this Prospectus. The Common Stock offered hereby
involves a high degree of risk. See "Risk Factors." This Prospectus contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those discussed in the forward-
looking statements as a result of certain factors, including those set forth in
"Risk Factors" and elsewhere in this Prospectus.

THE COMPANY

Multex is a leading provider of online investment research and information
services designed to meet the needs of institutional investors, investment
banks, brokerage firms, corporations and individual investors. The Company's
services enable timely online access to over 500,000 research reports and other
investment information from more than 300 leading investment banks, brokerage
firms and third-party research providers worldwide, including Merrill Lynch,
Morgan Stanley Dean Witter and Goldman Sachs. More than 400,000 investors and
financial professionals, including mutual funds managers, portfolio managers,
institutional investors, brokers and their clients, have access to the
Company's services. In addition to making its services available through its
own Web sites, the Company has established a number of strategic distribution
relationships to reach the institutional market, including relationships with
Automatic Data Processing, Inc., Bloomberg L.P., Bridge Information Systems,
Inc., Dow Jones & Co. Inc. and Reuters Limited. To target the individual
investor market, the Company recently entered into an agreement with America
Online, Inc. to serve as an anchor tenant on the AOL Personal Finance channel,
and intends to launch the Multex Investor Network in 1998 to offer a wide range
of research reports and other financial information to individual investors.

In recent years, there has been substantial growth in the ownership and
trading volume of equity and fixed income securities worldwide. According to
the Investment Company Institute, total financial assets of U.S. households
were $14.0 trillion at the end of 1995, and are expected to grow to over $22.5
trillion by the year 2000. The proliferation in equity ownership and trading
activity has created a need for more investment research and market information
on the part of investors who seek higher returns on their portfolios.
Institutional investors are increasingly demanding access to commingled
investment research and other market information on a "real-time" basis in
order to quickly find and retrieve relevant research online. Conventional
methods used to distribute investment research have significant shortcomings,
including the delay and expense incurred in printing and mailing research
reports in traditional paper format, the inability to control who receives and
accesses such research, and the expense of sorting, reviewing and distributing
such reports manually.

The Company's services provide timely and efficient online access to a wide
range of research reports and other investment information from leading
investment banks, brokerage firms and third-party research providers worldwide.
The Company's MultexNET service enables entitled institutional investors to
access investment research reports (including complete text, tables and charts)
on a real-time basis. MultexEXPRESS enables investment banks, brokerage firms
and other financial institutions to distribute their proprietary financial
research as well as other corporate documents to their employees and customers.
Multex Research-On-Demand gives institutional investors, corporations and
individual investors the ability to access research reports on a pay-per-view
basis from a majority of the contributors to MultexNET. Key features of the
Company's services include real-time or delayed delivery of high-quality
multimedia and rich-text research reports, advanced searching features,
customizable delivery options and easy-to-use viewing, printing, faxing, and e-
mail options. The Company recently began publishing MX Investor Magazine, an
online investment magazine available through the Company's home page on the
World Wide Web, and intends to launch the Multex Investor Network, which will
offer a wide range of investment research services to the individual investor
market.

The Company's objective is to be the leading online investment research
network for the financial and investment community. The Company uses leading
Internet technologies to provide a unique, integrated platform for the
efficient distribution of investment research and financial information
worldwide. Key elements of the Company's strategy include (i) providing the
most comprehensive investment research and information, (ii) continuing to
expand its distribution channels, (iii) increasing awareness of the Multex
brand, (iv) extending the Company's global presence, (v) maintaining its
technological leadership and (vi) focusing on multiple revenue opportunities.

The Company was incorporated in Delaware in 1993. The Company's principal
executive offices are located at 33 Maiden Lane, 5th Floor, New York, New York
10038, and its telephone number at that location is (212) 859-9800.

3
<PAGE>

THE OFFERING

Common Stock offered by the Company.....
3,000,000 shares
Common Stock to be outstanding after
the Offering........................... 11,939,074 shares (1)
Use of Proceeds......................... Expansion of sales and marketing, ex-
pansion of international operations,
capital expenditures, general corpo-
rate purposes, including working cap-
ital, and possible acquisitions. See
"Use of Proceeds."
Proposed Nasdaq National Market symbol.. MLTX

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
Three Months
Year Ended December 31, Ended March 31,
------------------------- ----------------
1995 1996 1997 1997 1998
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues........................ $ 1,005 $ 2,647 $ 6,014 $ 950 $ 2,714
Gross profit.................... 601 1,837 4,782 708 2,020
Loss from operations............ (5,520) (6,470) (8,162) (2,246) (1,573)
Net loss........................ $(5,494) $(6,410) $(8,037) $(2,223) $(1,644)
Pro forma net loss per share
(2)(3)......................... $ (0.92) $ (0.19)
======= =======
Pro forma weighted average
shares outstanding (2)(3)...... 8,694 8,874
======= =======
</TABLE>

<TABLE>
<CAPTION>
March 31, 1998
------------------------------------
As
Actual Pro Forma(3) Adjusted(3)(4)
------- ------------ --------------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents, and
marketable securities.................. $ 8,844 $ 8,844 $ 37,239
Working capital......................... 7,656 7,656 36,051
Total assets............................ 14,613 14,613 43,008
Deferred revenues....................... 2,125 2,125 2,125
Redeemable preferred stock.............. 37,896 -- --
Total stockholders' equity (deficit).... (28,460) 9,436 37,831
</TABLE>
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(1) Based on the number of shares of Common Stock outstanding on March 31,
1998. Excludes 1,399,335 shares of Common Stock issuable pursuant to stock
options outstanding as of March 31, 1998 (of which options to purchase
approximately 413,000 shares were then exercisable) with a weighted average
price of $0.60 per share. See "Management--1998 Stock Option Plan" and
"Description of Capital Stock--Options."
(2) See Note 4 of Notes to Consolidated Financial Statements for an explanation
of the method used to determine the number of shares used to compute pro
forma net loss per share.
(3) Gives effect to the Preferred Stock Conversion (as defined below). See Note
3 of Notes to Consolidated Financial Statements.

(4) As adjusted to give effect to the sale of 3,000,000 shares of Common Stock
offered hereby at an assumed initial public offering price of $10.50 per
share, after deducting the underwriting discount and the estimated offering
expenses payable by the Company, and the application of the net proceeds
therefrom. See "Use of Proceeds" and "Capitalization."

----------------

Except as otherwise noted, all information in this Prospectus (i) reflects
the automatic conversion of all outstanding shares of the Company's Redeemable
Preferred Stock (the "Preferred Stock") into an aggregate of 7,240,741 shares
of Common Stock (the "Preferred Stock Conversion") upon the consummation of the
offering; (ii) reflects the filing of an Amended and Restated Certificate of
Incorporation which, among other things, authorizes the issuance of "blank
check" preferred stock upon the consummation of the offering; and (iii) assumes
no exercise of the Underwriters' over-allotment option. Except as otherwise
noted, the information in this Prospectus also reflects a one-for-three reverse
stock split of the Common Stock to be effected immediately prior to the
offering (the "Reverse Split"). See "Description of Capital Stock" and
"Underwriting."

4
<PAGE>

RISK FACTORS

This Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results and the timing of certain events
could differ materially from those contained in the forward-looking statements
as a result of certain factors, including those set forth below and elsewhere
in this Prospectus. In addition to the other information contained in this
Prospectus, the following risk factors should be considered carefully in
evaluating the Company and making an investment in the Common Stock offered
hereby.

RISKS RELATED TO THE COMPANY'S OPERATIONS

Limited Operating History; History of Losses; Anticipation of Continued
Losses; Accumulated Deficit. The Company commenced operations in April 1993
and its prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies with limited operating
histories, particularly companies in the new and rapidly evolving market for
the Internet and Internet services, including the market for the electronic
distribution of investment research. There can be no assurance that the
Company will ever be successful in addressing such risks, and the failure to
do so would have a material adverse effect on the Company's business, results
of operations and financial condition. The Company incurred net losses of $5.5
million, $6.4 million and $8.0 million for the years ended December 31, 1995,
1996 and 1997, respectively, and $2.2 million and $1.6 million for the three
months ended March 31, 1997 and 1998, respectively. Given the level of planned
operating and capital expenditures, the Company anticipates that it will
continue to incur operating losses for the forseeable future. There can be no
assurance that operating losses will not increase in the future or that the
Company will ever achieve or sustain profitability on a quarterly or annual
basis. The extent of these losses will be contingent on, among other things,
the timing and amount of the Company's revenues and the Company's ability to
control expenses. The Company has generated only limited revenues to date and
its ability to generate significant revenues is subject to substantial
uncertainty. The Company's historical growth in revenues may not be sustained
and are not necessarily indicative of future operating results. To the extent
that revenues do not grow at anticipated rates, that increases in operating
expenses precede or are not subsequently followed by commensurate increases in
revenues or that the Company is unable to adjust operating expense levels
accordingly, the Company's business, results of operations and financial
condition would be materially and adversely affected. At March 31, 1998, the
Company had an accumulated deficit of $24.0 million. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Significant Fluctuations in Quarterly Results of Operations. The Company's
quarterly revenues, margins and results of operations have fluctuated
significantly in the past and are expected to continue to fluctuate
significantly in the future. Causes of such fluctuations have included and may
include, among other factors, demand for the Company's services, the size and
timing of both new and renewal subscriptions, the number, timing and
significance of new services introduced by the Company and its competitors,
the ability of the Company to develop, market and introduce new and enhanced
services on a timely basis, the level of service and price competition,
changes in operating expenses, changes in the mix of services offered, changes
in the Company's sales incentive strategy, sharp declines in the volume or
price levels of securities transactions and general economic factors. Any one
or more of these factors could have a material adverse effect on the Company's
business, results of operation and financial condition, and makes the
prediction of results of operations on a quarterly basis unreliable. As a
result, the Company believes that period-to-period comparisons of its
historical results of operations are not necessarily meaningful and should not
be relied upon as any indication for future performance.

The Company's cost of revenues consists principally of distribution fees and
royalties which fluctuate depending upon the demand for the Company's services
and fixed telecommunications costs. In addition, a substantial portion of the
Company's operating expenses is related to personnel costs, marketing programs
and overhead, which cannot be adjusted quickly and are therefore relatively
fixed in the short term. The

5
<PAGE>

Company's operating expense levels are based, in significant part, on the
Company's expectations of future revenues on a quarterly basis. If actual
revenues on a quarterly basis are below management's expectations, both gross
margins and results of operations are likely to be adversely affected because
a relatively small amount of the Company's costs and expenses varies with its
revenues in the short term.

Due to the foregoing and other factors, it is possible that in some future
quarter the Company's results of operations will be below the expectations of
public market analysts and investors. In such event, the price of the
Company's Common Stock would likely be materially adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Selected Unaudited Quarterly Results of Operations."

Dependence on Research and Information Providers. The Company is dependent
upon the continued provision of high-quality investment research reports from
investment banks, brokerage firms and third-party research providers. Certain
of these arrangements are not embodied in written contracts and certain other
of these arrangements can be terminated by the provider on short notice. At
present, approximately 60% of the Company's over 300 information providers
permit the Company to offer the research for sale after a certain embargo
period, generally 15 days. The remaining information providers do not permit
such sales. Many of these information providers compete with one another and,
to some extent, with the Company for subscribers. None of the providers of
research reports and other information to the Company have arrangements to
provide such research or information exclusively to the Company. The loss of
one or more significant information provider agreements would decrease the
research and other information which the Company can offer its users and could
have a material adverse effect on the Company's business, results of
operations and financial condition. Royalties payable to the Company's
information providers to obtain distribution rights to research reports
included in Multex Research-On-Demand constitute a significant portion of the
Company's cost of revenues. If the Company is required to increase the
royalties payable to such information providers, such increased royalty
payments would have a material adverse effect on the Company's business,
results of operations and financial condition. See "Business--Research and
Information Providers."

Certain leading investment banks, brokerage firms and third-party research
providers are parties to exclusive distribution arrangements with the
Company's competitors, including First Call Corporation ("First Call") and The
Investext Group ("Investext") (both of which are subsidiaries of Thomson
Financial Services, a leading worldwide provider of financial information
services). Consequently, the Company cannot provide its users with the
investment research and other information provided by such investment banks,
brokerage firms and third-party research providers, which may put the Company
at a competitive disadvantage. In the event that additional investment banks,
brokerage firms and third-party research providers enter into such exclusive
distribution arrangements or that the Company is hindered in its ability to
offer its own services due to the lack of content from such investment banks,
brokerage firms and third-party research providers, the Company's business,
results of operations and financial condition would be materially and
adversely affected. See "Business--Strategy" and "--Services."

The Company's proprietary software technology enables it to distribute a
particular research report or other financial information only to those users
who have been authorized or entitled to access such report by the information
provider. In particular, approximately 40% of the Company's information
providers currently supply the Company with research reports and other
financial information that is available only to the customers of that
information provider. The Company might inadvertently distribute a particular
report to a user who is not so authorized or entitled, which could subject the
Company to a claim for damages by the provider of the report or which could
harm the Company's reputation in the marketplace, either of which could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Emerging Market for Electronic Investment Research. The market for the
online distribution of electronic investment research has only recently begun
to develop, is rapidly evolving and is characterized by an increasing number
of market entrants who have introduced or developed electronic investment
research distribution services by facsimile and over public and private
networks, online services and the Internet. As is typical of a rapidly
evolving industry, demand and market acceptance for new services are subject
to a high level of uncertainty.

6
<PAGE>

Because the market for the Company's services is new and rapidly evolving,
it is difficult to predict with any assurance the growth rate, if any, and
size of this market. There can be no assurance that the market for the
Company's services will develop or that the Company's services will ever
achieve market acceptance. If the market fails to develop, develops more
slowly than expected, or becomes saturated with competitors; if the Company's
services do not achieve market acceptance; or if pricing becomes subject to
significant competitive pressures, the Company's business, results of
operations and financial condition would be materially and adversely affected.

The Company's future results of operations will depend, in substantial part,
on its ability to increase the market acceptance of its services. The future
viability of MultexNET will depend, among other factors, on the ability of the
Company to expand its direct and indirect sales and marketing channels, to
attract and retain high-quality research providers and to deliver its services
across multiple delivery platforms. The future viability of MultexEXPRESS will
depend, among other factors, on the continued desire of investment banks,
brokerage firms and other information providers to distribute proprietary
investment research and company news over the Internet or through private
networks to their employees and customers. The future viability of Multex
Research-On-Demand will depend, among other factors, on the acceptance of the
Internet as a medium for the purchase and distribution of investment research,
as well as on the Company's ability to build a direct and indirect sales force
to sell its services, to attract and retain high-quality information
providers, and to develop and increase its base of users. If the Company is
unable to increase the number of users of MultexNET, MultexEXPRESS and Multex
Research-On-Demand or to attract and retain investment research providers, the
Company's business, results of operations and financial condition would be
materially and adversely affected. See "Business--Strategy" and "--Services."

The Company has distribution arrangements for its services with a number of
third-party distributors, including Bloomberg L.P. ("Bloomberg") and Reuters
Limited ("Reuters"), distributors that are currently generating revenues for
the Company, and with America Online, Inc. ("America Online" or "AOL"),
Automatic Data Processing, Inc. ("ADP"), Bridge Information Systems, Inc.
("Bridge") and Dow Jones & Co. Inc. ("Dow Jones"), distributors that are not
currently generating revenues for the Company. The Company's future results of
operations will be affected by the extent to which customers of these third-
party distributors choose to subscribe to the various services provided by the
Company. There can be no assurance that the customers of these third-party
distributors will continue to subscribe to the Company's services or that such
third-party distributors will continue to actively market such services. If
the Company is unable to retain and increase the utilization of its services
by such customers, the Company's business, results of operations and financial
condition would be materially and adversely affected. See "Business--Strategy"
and "--Services."

Dependence on Strategic Distribution Relationships. The Company is dependent
on its strategic partners for the marketing and distribution of investment
research reports and other information. To date, the Company has entered into
six principal strategic relationships: ADP, AOL, Bloomberg, Bridge, Dow Jones
and Reuters. There can be no assurance that the Company will be successful in
entering into additional strategic relationships, nor that any additional
relationships, if entered into, will be on terms favorable to the Company. The
Company's receipt of revenues from its strategic relationships is directly
affected by the levels of effort of its partners. There can be no assurance
that the Company's strategic distributors will devote the necessary resources
necessary to successfully market the Company's services. Each of these
distributors offers services, either of their own or from competitors of the
Company, which are in one or more respects competitive with the service
offerings of the Company. In addition, the Company's strategic distributors
have the right to terminate their agreements with the Company under certain
circumstances, in some circumstances on short notice. Furthermore, there can
be no assurance that the Company will be able to renew such agreements when
they expire on acceptable terms, if at all. The failure of the Company to
enter into additional strategic distribution relationships, the failure of the
Company's strategic distributors to devote the resources necessary to
effectively market the Company's services, a reduction or discontinuation of
such efforts by these distributors or the termination of these relationships
could have a material adverse effect on the Company's business, results of
operations and financial condition. See "Business--Strategic Distribution
Relationships."

7
<PAGE>

Competition. The market for the electronic distribution of investment
research and related services is intensely competitive and such competition is
expected to continue to increase. The Company believes that its ability to
compete will depend upon many factors, both within and beyond its control,
including continuing relationships with leading providers of investment
research, the timing and market acceptance of new services and enhancements to
existing services developed by the Company and its competitors, ease of use,
performance, price, reliability, customer service and support, and sales and
marketing efforts. The Company's competitors vary in size and in the scope and
breadth of services offered. Further, the Company encounters direct and
indirect competition from a number of sources, including traditional media,
companies that provide investment research (including investment banks and
brokerage firms that have their own Web sites), investment newsletters,
personal financial magazines and other Internet providers of either free or
subscription research services.

The Company's MultexNET and Multex Research-On-Demand services compete with
large and well-established distributors of financial information, such as
Thomson Financial Services, through its subsidiaries First Call and Investext,
and Institutional Brokers Estimate System ("I/B/E/S"), a subsidiary of Primark
Corp. In addition, the Company's MultexEXPRESS service competes with services
provided by in-house management information services personnel and independent
systems integrators. Each of the Company's strategic distributors described
above offers services, either of their own or from competitors of the Company,
which are in one or more respects competitive with the service offerings of
the Company. In addition, numerous prospective competitors, such as Market
Guide, Standard & Poor's, Moody's, Zacks Investment Research and others offer
similar investment research based services that compete, or may in the future
compete, directly and indirectly with the Company's services. Many of the
Company's existing competitors, as well as a number of and prospective
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than the Company. As a result, they may be able to respond more
quickly to new or emerging technologies and changes in investor requirements,
or to devote greater resources to the development, promotion and sale of their
services than the Company. Such competitors may be able to undertake more
extensive marketing campaigns, adopt more aggressive pricing policies and make
more attractive offers to potential employees, subscribers, strategic partners
and providers of investment research information. Further, the Company's
competitors may develop services that are equal or superior to the services
then offered by the Company or that achieve greater market acceptance than the
Company's services. The Company also expects that competition may increase as
a result of industry consolidation. In addition, current and prospective
competitors have established or may establish cooperative relationships among
themselves or with third parties to improve their ability to address the needs
of the Company's existing and prospective customers. Accordingly, it is
possible that new competitors or alliances among existing or prospective
competitors may emerge and rapidly acquire significant market share. Increased
competition is likely to result in price reductions, reduced gross margins and
loss of market share, any of which would have a material adverse effect on the
Company's business, results of operations and financial condition. There can
be no assurance that the Company will be able to compete successfully against
existing or prospective competitors or that competitive pressures will not
have a material adverse effect on the Company's business, results of
operations and financial condition. See "Business--Competition."

Concentration of Revenues. Historically, a few of the Company's subscribers
and distributors have accounted for a substantial majority of the Company's
revenues. Specifically, in the years ended December 31, 1995, 1996 and 1997,
70%, 75% and 68%, respectively, of the Company's revenues were generated by
Bloomberg, Reuters, Merrill Lynch & Co. and Gruntal & Co., subscribers or
distributors that each individually generated 10% or more of the Company's
consolidated revenues in such period. In addition, approximately 300,000 of
the 350,000 end-users of MultexEXPRESS are generated from one MultexEXPRESS
installation. The loss of any major subscriber or distributor, or any
reduction or delay in subscriptions by any such subscriber or distributor, or
the failure of the Company to successfully market its services to new
subscribers or distributors could have a material adverse effect on the
Company's business, results of operations and financial condition. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Overview" and Note 12 of Notes to the Consolidated Financial
Statements.

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Dependence on Financial Services Industry. The Company is dependent upon the
continued demand for the electronic distribution of high-quality investment
research reports and other financial information, making the Company's
business susceptible to a downturn in the financial services industry. For
example, a decrease in the number of analysts that prepare investment research
reports or in the capital dedicated to the dissemination of such research
could result in a decrease in the number of research reports and other
financial information available for distribution and a concomitant decrease in
demand by the Company's subscribers for such reports and other information. In
addition, U.S. financial institutions are continuing to consolidate,
increasing the leverage of the Company's information providers to negotiate
price and decreasing the overall potential market for certain of the Company's
services. These factors, as well as other changes occurring in the financial
services industry, could have a material adverse effect on the Company's
business, financial condition and results of operations.

Management of Growth. The Company has experienced rapid growth in its
operations. This rapid growth has placed, and is expected to continue to
place, a significant strain on the Company's managerial, operational and
financial resources. At March 31, 1998, the Company had grown to 120 employees
from 79 employees at December 31, 1996. The Company expects that the number of
its employees will continue to increase for the foreseeable future. As a
result, the Company will need to continue to improve its financial and
management controls, reporting systems and procedures, and expand, train and
manage its work force. There can be no assurance that the Company's systems,
procedures or controls will be adequate to support the Company's expanding
operations or that Company management will be able to achieve the rapid
execution necessary to successfully offer its services and implement its
business plan. The Company's future results of operations will also depend on
its ability to expand its sales and marketing organization both domestically
and internationally and expand its customer support organization. The failure
of the Company to manage its growth effectively would have a material adverse
effect on the Company's business, results of operations and financial
condition. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

Dependence on Key Personnel. The Company's future operating results depend,
in significant part, upon the continued service of its key technical, sales
and senior management personnel, particularly Isaak Karaev, the Company's
Chairman, President and Chief Executive Officer, none of whom has entered into
an employment agreement with the Company other than a non-competition/non-
disclosure agreement. The loss of the services of one or more of the Company's
key personnel could have a material adverse effect on the Company's business,
results of operations and financial condition. The Company's future success
also depends on its continuing ability to attract and retain highly qualified
technical, sales and marketing, customer support, financial and accounting,
and managerial personnel. Competition for such personnel, in particular
information technology professionals, is intense, and there can be no
assurance that the Company will be able to retain its key personnel or that it
can attract, assimilate or retain other highly qualified personnel in the
future. The Company has from time to time in the past experienced, and expects
to continue to experience in the future, difficulty in hiring and retaining
candidates with appropriate qualifications. See "Management."

Risks Associated with International Operations. The Company has recently
commenced operations in a number of international markets and a key component
of the Company's strategy is to continue to expand its international
operations. To date, the Company has limited experience in developing and
obtaining research and other financial information relating to companies whose
securities are traded on foreign markets and in marketing, selling and
distributing its services internationally. There can be no assurance that the
Company will be able to successfully market, sell and deliver its services in
these markets. In certain markets, including Hong Kong, the Company intends to
rely on the sales and marketing efforts of independent representatives. The
failure of such independent representatives to successfully solicit
information providers or market the Company's services in such markets could
have a material adverse effect on the Company's business, results of
operations and financial condition.

There are certain risks inherent in doing business in international markets,
such as unexpected changes in regulatory requirements, potentially adverse tax
consequences, export restrictions and controls, tariffs and other trade
barriers, difficulties in staffing and managing foreign operations, political
instability, fluctuations in currency exchange rates, and seasonal reductions
in business activity during the summer months in Europe

9
<PAGE>

and certain other parts of the world, any of which could have a material
adverse effect on the success of the Company's international operations and,
consequently, on the Company's business, results of operations and financial
condition. Furthermore, there can be no assurance that governmental regulatory
agencies in one or more foreign countries will not determine that the services
provided by the Company constitute the provision of investment advice, which
could result in the Company having to register in such countries as an
investment advisor or in the Company having to cease selling its services into
such countries, either of which could have a material adverse effect on the
Company's business, results of operations or financial condition.

Risks Associated with Potential Acquisitions. The Company may, from time to
time, pursue acquisitions of businesses, customer bases, products or
technologies that complement or expand its existing business. The Company
evaluates potential acquisition opportunities from time to time, including
those that could be material in size and scope. Acquisitions involve a number
of risks, including the diversion of management's attention from day-to-day
operations to the assimilation of the operations and personnel of the acquired
companies and the incorporation of acquired operations, customer bases,
products or technologies. Such acquisitions could also have adverse effects on
the Company's operating results, and could result in dilutive issuances of
equity securities, the incurrence of debt and the loss of key employees. In
addition, many acquisitions must be accounted for using the purchase method of
accounting and, because most software-related acquisitions involve the
purchase of significant intangible assets, these acquisitions typically result
in substantial amortization charges and charges for acquired research and
development projects, which could have a material adverse effect on the
Company's financial results. There can be no assurance that any such
acquisitions will occur or that, if such acquisitions do occur, the acquired
businesses, customer bases, products or technologies will generate sufficient
revenue to offset the associated costs or effects.

Risks Associated with Technological Change. The market in which the Company
competes is characterized by rapidly changing technology, evolving industry
standards, frequent new service announcements, introductions and enhancements,
and evolving customer demands. These market characteristics are exacerbated by
the emerging nature of the Internet and the electronic distribution of
investment research. Accordingly, the Company's future success will depend on
its ability to adapt to rapidly changing technologies and industry standards,
and its ability to continually improve the performance, features and
reliability of its services in response to both evolving customer demands and
competitive service offerings. The inability of the Company to successfully
adapt to such changes in a timely manner could have a material adverse effect
on the Company's business, results of operations and financial condition.
Furthermore, there can be no assurance that the Company will not experience
difficulties that could delay or prevent the successful design, development,
testing, introduction or marketing of new services, or that any enhancements
to existing services will adequately meet the requirements of its current and
prospective customers and achieve any degree of significant market acceptance.
If the Company is unable, for technological or other reasons, to develop and
introduce new services or enhancements to existing services in a timely manner
or in response to changing market conditions or customer requirements, or if
its services or enhancements contain defects or do not achieve a significant
degree of market acceptance, the Company's business, results of operations and
financial condition would be materially and adversely affected.

Risk of System Failure or Security Breach. Distribution of the Company's
services utilizes proprietary technology which resides principally on one
computer system. The continuing and uninterrupted performance of such computer
system is critical to the success of the Company's business. Any system
failure that causes interruptions in the Company's ability to service its
customers, including failures that affect the ability of the Company to
collect research from its contributors or provide electronic investment
research to its subscribers, could reduce customer satisfaction and, if
sustained or repeated, would reduce the attractiveness of the Company's
services. An increase in the volume of research reports handled by the
Company's servers, or in the rate of users' requests for such research, could
strain the capacity of the software or hardware deployed by the Company, which
could lead to slower response times or system failures. Furthermore, the
Company faces the risk of a security breach of its computer system which could
disrupt the distribution of research and other reports. To the extent that any
capacity constraints or potential security breaches are not effectively
addressed by the Company, such constraints or breaches would have a material
adverse effect on the

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<PAGE>

Company's business, results of operations and financial condition. Although
the Company carries general liability insurance, the Company's insurance may
not cover any of these claims or may not be adequate to indemnify the Company
for any liability that may be imposed. Any resulting litigation could have a
material adverse effect on the Company's business, results of operations and
financial condition.

The Company's operations are dependent upon its ability to protect its
computer system against damage from computer viruses, fire, power loss,
telecommunications failures, vandalism and other malicious acts, and similar
unexpected adverse events. In addition, failure of the Company's
telecommunications providers to provide the data communications capacity in
the time frame required by the Company for any reason could cause
interruptions in the delivery of the services provided by the Company.
Unanticipated problems affecting the Company's systems have from time to time
in the past caused, and in the future could cause, interruptions in the
delivery of the Company's services. Although the Company is currently in the
planning stages of acquiring and implementing a redundant back-up, off-site
computer system, there can be no assurance that the Company will be successful
in acquiring and implementing such a system or that such a system, if
operational, will be successful in preventing any damage or failure that
interrupts or delays the Company's operations, either of which could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Dependence on Intellectual Property; Risk of Infringement Claims. The
Company regards its intellectual property as critical to its future success,
and the Company relies upon copyright, patent, trade secret and trademark laws
in the United States and other jurisdictions to protect its proprietary
rights. The Company owns copyrights in the computer software and on-line
materials that it has developed or acquired, and currently holds limited
licenses to use and distribute certain software in which third parties own
copyrights. The Company has also entered into limited license agreements with
certain of the numerous investment banks, brokerage firms and other third-
party research providers that own the copyrights in research reports that the
Company distributes electronically. The Company distributes other research
reports without the benefit of written licenses with the providers of those
reports, solely on the basis of implied licenses that the Company believes
such providers have granted. There can be no assurance that the Company will
be able to maintain its licenses of research content or of third-party
software, that the Company will be able to obtain such licenses in the future
on commercially reasonable terms or at all, that the Company will be able to
continue to distribute those research reports for which it does not have
written licenses or that the Company's competitors will not be able to
independently develop competing software or on-line materials so as to avoid
infringing upon the Company's copyrights. Also, because the Company's licenses
of third-party software and research content are not exclusive, such software
and content is and will continue to be available to the Company's current and
future competitors. The Company's failure to protect or secure ownership of,
or to maintain licensed rights to use and distribute software and content of
others, or the ability of the Company's competitors to obtain rights to
distribute the same research reports that the Company distributes, could have
a material adverse effect on the Company's business, results of operations and
financial condition.

The Company also relies on trade secret laws and has filed five patent
applications with the United States Patent and Trademark Office and
applications corresponding to three of those United States applications in
other countries to protect its proprietary software technology and systems for
electronic contribution, storage, searching and distribution of investment
research reports. To date, no patents have been issued to the Company. There
can be no assurance that any of the Company's pending patent applications will
be allowed, that any patents will be issued to the Company even if the
respective applications have been or will be allowed, or that any patents that
are issued to the Company will not be successfully challenged by others and
invalidated through administrative process or litigation. The Company seeks to
protect its trade secrets through the use of confidentiality agreements with
employees, representatives, advisors and others. There can be no assurance
that such agreements will provide adequate protection for the Company's trade
secrets in the event of any unauthorized use or disclosure, that employees of
the Company, its representatives and advisors and others will maintain the
confidentiality of such trade secrets, or that such trade secrets will not
otherwise become known, or be independently developed, by competitors.

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<PAGE>

The Company relies upon and seeks to protect the trademarks and service
marks that it currently uses, and those that it intends to use in the future,
through registration in the United States and other jurisdictions. There can
be no assurance that any of the Company's pending trademark applications will
be allowed or granted and, if they are allowed or granted, that they, or any
of the registrations that have already been granted to the Company, will not
be successfully challenged by others and invalidated through administrative
process or litigation. The Company has not yet sought to register, in the
United States or elsewhere, other trademarks and service marks that it
currently uses or intends to use. There can be no assurance that the Company's
use of and interest in such trademarks and service marks will be subject to
any legal protection in any of the jurisdictions in which the Company now does
business or might do business in the future. As the Company's business is
dependent on brand recognition in the marketplace, any failure to maintain and
protect the Company's trademarks and service marks could have a material
adverse effect on the Company's business, results of operations and financial
condition.

The Company expects to license certain of its proprietary rights to third
parties, including in connection with the establishment of its international
business operations, which may be controlled by such third parties. While the
Company will attempt to ensure that its proprietary interests will be
protected by its business partners, no assurances can be given that such
partners will not take actions that could materially and adversely affect the
value of the Company's proprietary rights or the reputation of its services
and technologies. The Company currently licenses certain aspects of its text
search functionality and relational database technologies from third parties.
The failure by the Company to maintain these licenses, or to find a
replacement for such technologies in a timely and cost-effective manner, could
have a material adverse effect on the Company's business, results of
operations and financial condition.

Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any proprietary rights of the Company or other companies
within the industry. There can be no assurance that the steps taken by the
Company to protect its proprietary rights will be adequate or that third
parties will not infringe or misappropriate the Company's proprietary rights.
Any such infringement or misappropriation, should it occur, could have a
material adverse effect on the Company's business, results of operations and
financial condition. Furthermore, there can be no assurance that the Company's
business activities will not infringe upon the proprietary rights of others,
or that other parties will not assert infringement claims against the Company.
From time to time the Company has been, and expects to continue to be, subject
to claims in the ordinary course of its business, including claims of alleged
infringement of the patents, trademarks and other intellectual property rights
of third parties by the Company and its business partners. Although such
claims have not resulted in litigation or had an adverse effect on the
Company's business, results of operations or financial condition, such claims
and any resulting litigation, should it occur, could subject the Company to
significant liability for damages and could result in invalidation of the
Company's proprietary rights and, even if not meritorious, could be time-
consuming and expensive to defend, and could result in the diversion of
management time and attention, any of which could have a material adverse
effect on the Company's business, results of operations and financial
condition. See "Business--Intellectual Property."

Year 2000 Compliance. Many currently installed computer systems and software
products are coded to accept or recognize only two digit entries in the date
code field. These systems and software products will need to accept four digit
entries to distinguish 21st century dates from 20th century dates. As a
result, in less than two years, computer systems and/or software used by many
companies may need to be upgraded to comply with such "Year 2000"
requirements. Significant uncertainty exists in the software industry
concerning the potential effects associated with such compliance.

Although the Company has implemented a program designed to ensure that all
software used in connection with the Company's services is Year 2000
compliant, there can be no assurance either that such

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<PAGE>

software is in fact compliant or that there will not be problems caused by
subscribers' or information providers' hardware or software. Efforts to comply
with Year 2000 requirements may disrupt or delay the Company's ability to
continue developing and marketing its services. The Company may also incur
certain unexpected expenditures in connection with Year 2000 compliance. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Compliance."

RISKS RELATED TO THE INTERNET INDUSTRY

Dependence on Continued Growth in Use of the Internet. The Company's success
will depend, in substantial part, upon the continued growth in the use of the
Internet generally and, in particular, as a medium for information services.
Use of the Internet is at a very early stage of development, and market
acceptance of the Internet as a medium for information services and commerce
is subject to a high level of uncertainty. The rapid growth of global commerce
and the exchange of information on the Internet and other online services is
new and evolving, making it difficult to predict whether the Internet will
prove to be a viable commercial marketplace. The Company believes that its
future success will require the development and widespread acceptance of the
Internet and online services as a medium for obtaining and distributing
investment research information. There can be no assurance that the Internet
will support a successful commercial marketplace. The Internet may not prove
to be a viable information channel due to inadequate development of the
necessary infrastructure, such as reliable network backbones, or complementary
services, such as high speed modems and security procedures for financial
transactions. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic.
There can be no assurance that the Internet infrastructure will continue to be
able to support the demands placed on it by sustained growth.

Dependence on the Web Infrastructure. The Company's success will depend, in
large part, upon the maintenance of the Web infrastructure, such as a reliable
network backbone with the necessary speed, data capacity and security, and
timely development of enabling products such as high speed modems, for
providing reliable and timely Web access and services. To the extent that the
Web continues to experience increased numbers of users, frequency of use or
increased bandwidth requirements of users, there can be no assurance that the
Web infrastructure will continue to be able to support the demands placed on
it or that the performance or reliability of the Web will not be adversely
affected. Furthermore, the Internet has experienced a variety of outages and
other delays as a result of damage to portions of its infrastructure or
otherwise, and such outages and delays could adversely affect the Web sites of
subscribers or distributors utilizing or distributing the Company's services.
In addition, the Web could lose its viability as a form of media due to delays
in the development or adoption of new standards and protocols (for example,
the next-generation Internet protocol) that can handle increased levels of
activity. There can be no assurance that the infrastructure or complementary
products or services necessary to maintain the Web as a viable commercial
medium will be developed, or, if they are developed, that the Web will
continue to be a viable commercial medium. If the necessary infrastructure,
standards or protocols or complementary products, services or facilities are
not developed, or if the Web does not continue to be a viable commercial
medium, the Company's business, results of operations and financial condition
would be materially and adversely affected. Even if such infrastructure,
standards or protocols or complementary products, services or facilities are
developed, the Company may be required to incur substantial expenditures in
order to adapt its services to changing or emerging technologies, which could
have a material adverse effect on the Company's business, results of
operations and financial condition. Moreover, critical issues concerning the
commercial use and government regulation of the Internet (including security,
cost, ease of use and access, intellectual property ownership and other legal
liability issues) remain unresolved and could materially and adversely impact
both the growth of the Internet and the Company's business, results of
operations and financial condition.

Liability for Content. As a publisher and distributor of online content, the
Company faces potential direct and indirect liability for defamation,
negligence, copyright, patent or trademark infringement, violation of the
securities laws and other claims based upon the reports and data published by
the Company. For example, by distributing a negative investment research
report, the Company may find itself subject to

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<PAGE>

defamation claims, regardless of the merits of such claims. Computer failures
may also result in incorrect data being published and distributed widely. In
these and other instances, the Company may be required to engage in protracted
and expensive litigation, which could have the effect of diverting
management's attention and require the Company to expend significant financial
resources. The Company's general liability insurance may not cover any of
these claims or may not be adequate to indemnify the Company for all liability
that may be imposed. Any such claims or resulting litigation could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Government Regulation and Legal Uncertainties. As the popularity and use of
the Internet continues to increase, it is possible that a number of laws and
regulations may be adopted covering issues such as user privacy, pricing,
characteristics, acceptable content, taxation and quality of products and
services. Such legislation could dampen the growth in use of the Web generally
and decrease the acceptance of the Web as a communications and commercial
medium, which could have a material adverse effect on the Company's business,
results of operations and financial condition. In addition, because the
growing popularity and use of the Web has burdened the existing
telecommunications infrastructure and many areas with high Web use have begun
to experience interruptions in phone service, certain local telephone carriers
have petitioned governmental bodies to regulate Internet service providers
("ISPs") and online service providers ("OSPs") in a manner similar to long
distance telephone carriers and to impose access fees on ISPs and OSPs. If any
of these petitions or the relief sought therein is granted, the costs of
communicating on the Web could increase substantially, potentially adversely
affecting the growth in use of the Web. Further, due to the global nature of
the Web, it is possible that, although transmissions relating to the Company's
services originate in the State of New York, the governments of other states
or foreign countries might attempt to regulate the Company's transmissions or
levy sales or other taxes relating to the Company's activities. There can be
no assurance that violations of local laws will not be alleged or charged by
local, state or foreign governments, that the Company might not
unintentionally violate such laws or that such laws will not be modified, or
new laws enacted, in the future. Any of the foregoing developments could have
a material adverse effect on the Company's business, results of operations and
financial condition. See "Business--Government Regulation."

RISKS RELATED TO THE OFFERING

No Prior Public Market for Common Stock; Possible Volatility of Stock
Price. Prior to the offering, there has been no public market for the Common
Stock. Accordingly, there can be no assurance that an active trading market
for the Common Stock will develop or be sustained upon the consummation of the
offering or that the market price of the Common Stock will not decline below
the initial public offering price. The initial public offering price will be
determined by negotiations among the Company and the representatives of the
Underwriters. See "Underwriting."

The trading price of the Company's Common Stock could be subject to wide
fluctuations in response to variations in quarterly results of operations, the
gain or loss of significant research and information providers or subscribers,
changes in earning estimates by analysts, announcements of technological
innovations or new services by the Company or its competitors, general
conditions in Internet-related industries and other events or factors, many of
which are beyond the Company's control. In addition, the stock market in
general has experienced extreme price and volume fluctuations which have
affected the market price for many companies in industries similar or related
to that of the Company and which have been unrelated to the operating
performance of these companies. These market fluctuations may have a material
adverse effect on the market price of the Company's Common Stock.

Control by Existing Stockholders. Upon the consummation of this offering,
the directors, officers, stockholders who owned greater than 5% of the
outstanding Common Stock prior to the offering and their affiliates will
beneficially own approximately 57.7% of the outstanding Common Stock (55.2% if
the Underwriters' over-allotment option is exercised in full). As a result,
these stockholders will be able to exercise

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<PAGE>

control over all matters requiring stockholder approval, including the
election of directors and approval of significant corporate transactions. This
concentration of ownership may have the effect of delaying or preventing a
change in control of the Company. See "Management" and "Principal
Stockholders."

Benefits of the Offering to Current Stockholders. The Company's current
stockholders will benefit from this offering by the creation of a public
market for their shares of Common Stock and an immediate increase in the net
tangible book value of such shares. In addition, if the Underwriters' over-
allotment option is exercised in full, the Over-Allotment Selling Stockholders
participating in this offering will recognize a gain of approximately $
million based upon the difference between the aggregate acquisition price and
the aggregate initial public offering price for the shares of Common Stock,
net of underwriting discount, sold in this offering by the Over-Allotment
Selling Stockholders. The Company's existing stockholders will have an
aggregate unrealized gain of approximately $ million upon completion of this
offering based upon the difference between the aggregate cost of the shares of
Common Stock to be held by existing stockholders and the aggregate initial
public offering price of such shares of Common Stock. See "Dilution" and
"Principal Stockholders."

Broad Management Discretion as to Use of Proceeds. The Company has not
designated any specific use for the net proceeds from the sale by the Company
of the Common Stock offered hereby. Rather, the Company intends to use the net
proceeds from this offering for expansion of the Company's sales and marketing
efforts, expansion of international operations, capital expenditures, general
corporate purposes, including working capital, and possible acquisitions of or
investments in businesses, products and technologies that are complementary to
those of the Company. Consequently, the Board of Directors and management of
the Company will have significant flexibility in applying the net proceeds of
this offering to uses which the public stockholders may not deem desirable,
and there can be no assurance that the proceeds will yield a significant
return. The failure of management to apply such funds effectively could have a
material adverse effect on the Company's business, results of operations and
financial condition. See "Use of Proceeds."

Anti-Takeover Effects of Certain Charter, Bylaws and Delaware Law
Provisions; Possible Issuance of Preferred Stock. The Company's Board of
Directors has the authority to issue up to 5,000,000 shares of preferred stock
without any further vote or action by the stockholders, and to determine the
price, rights, preferences, privileges and restrictions, including voting
rights of such shares. Since the preferred stock could be issued with voting,
liquidation, dividend and other rights superior to those of the Common Stock,
the rights of the holders of Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any such preferred stock.
The issuance of preferred stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions of the Company's Certificate
of Incorporation, including provisions that create a classified Board of
Directors, and certain provisions of the Company's Bylaws and of Delaware law
could have the effect of delaying or preventing a change in control of the
Company. See "Description of Capital Stock--Anti-Takeover Effects of Certain
Provisions of Delaware Law and the Company's Certificate of Incorporation and
Bylaws."

Shares Eligible for Future Sale; Registration Rights. Sales of significant
amounts of Common Stock in the public market after the offering or the
perception that such sales will occur could materially and adversely affect
the market price of the Common Stock or the future ability of the Company to
raise capital through an offering of its equity securities. Of the 11,939,074
shares of Common Stock to be outstanding upon the closing of the offering, the
3,000,000 shares offered hereby will be eligible for immediate sale in the
public market without restriction unless the shares are purchased by
"affiliates" of the Company within the meaning of Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). The remaining
8,939,074 shares of Common Stock held by existing stockholders upon the
closing of the offering will be "restricted securities" as that term is
defined in Rule 144 under the Securities Act. Restricted securities may be
sold in the public market only if registered or if they qualify for an
exemption from registration under Rules 144, 144(k) or 701 promulgated under
the Securities Act. The Company's directors and officers and certain of its
stockholders have agreed that they will not sell, directly or indirectly, any
Common Stock without the prior consent of the representatives of the
Underwriters for a period of 180 days from the date of this

15
<PAGE>

Prospectus. Subject to these lock-up agreements and the provisions of Rules
144, 144(k) and 701, additional shares will be available for sale in the
public market (subject in the case of shares held by affiliates to compliance
with certain volume restrictions) as follows: (i) shares will be available
for immediate sale in the public market on the date of this Prospectus, (ii)
shares will be eligible for sale 90 days after the date of this
Prospectus, and (iii) shares will be eligible for sale upon the expiration
of lock-up agreements 180 days after the date of this Prospectus. The
remaining shares will be eligible for sale in the public market from time to
time after the expiration of the lock-up agreements. In addition, certain
stockholders, representing approximately shares of Common Stock, and
certain optionholders, with respect to an aggregate of shares of Common
Stock issuable upon the exercise of stock options, have the right, subject to
certain conditions, to include their shares in future registration statements
relating to the Company's securities and to cause the Company to register
certain shares of Common Stock owned by them.

The Company intends to file a Form S-8 registration statement under the
Securities Act shortly after the date of this Prospectus to register all
shares of Common Stock issuable under the Company's 1998 Stock Option Plan.
Such registration statement will automatically become effective upon filing.
Accordingly, shares covered by that registration statement will thereupon be
eligible for sale in the public markets, unless such options are subject to
vesting restrictions or the contractual restrictions described above. See
"Management--1998 Stock Option Plan," "Shares Eligible for Future Sale" and
"Underwriting."

Immediate and Substantial Dilution. The initial public offering price is
substantially higher than the book value per outstanding share of Common Stock
immediately prior to consummation of this offering. Investors purchasing
shares of Common Stock in the offering will incur an immediate and substantial
dilution of $7.33 in net tangible book value per share. To the extent
outstanding options to purchase Common Stock are exercised, there will be
further dilution. See "Dilution."

Absence of Dividends. The Company has never declared or paid any cash
dividends on its Common Stock and does not expect to pay any cash dividends
for the foreseeable future. The Company currently intends to retain future
earnings, if any, to finance the expansion of its business. In addition, the
Company's bank line of credit prohibits the payment of cash dividends without
the bank's prior written consent. See "Dividend Policy."

16
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 3,000,000 shares of
Common Stock offered by the Company hereby, after deducting the underwriting
discount and estimated offering expenses payable by the Company, are estimated
to be approximately $28.4 million ($31.5 million if the Underwriters' over-
allotment option is exercised in full), assuming an initial public offering
price of $10.50 per share. The Company will not receive any proceeds from the
sale of shares by the Over-Allotment Selling Stockholders.

The Company intends to use the net proceeds of the offering for expansion of
the Company's sales and marketing efforts, expansion of international
operations, capital expenditures, general corporate purposes, including
working capital, and possible acquisitions of or investments in businesses,
products and technologies that are complementary to those of the Company.
However, there are no agreements or pending negotiations with respect to any
such acquisitions, investments or other transactions.

Pending such uses, the net proceeds will be invested in short-term,
investment grade instruments, certificates of deposit or direct or guaranteed
obligations of the United States.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its capital
stock and does not expect to pay any cash dividends for the foreseeable
future. The Company currently intends to retain future earnings, if any, to
finance the expansion of its business. The payment of any future cash
dividends will depend upon the future earnings and capital requirements of the
Company, the terms of any loan agreements to which the Company is then a party
and such other factors as the Company's Board of Directors considers
appropriate.

17
<PAGE>

CAPITALIZATION

The following table sets forth, as of March 31, 1998, the capitalization of
the Company (i) on an actual basis, (ii) on a pro forma basis to reflect the
Preferred Stock Conversion, and (iii) on an as adjusted basis to give effect
to the sale of 3,000,000 shares of Common Stock offered by the Company hereby
at an assumed initial public offering price of $10.50 per share, after
deducting the underwriting discount and estimated offering expenses payable by
the Company, and the application of the net proceeds therefrom. See "Use of
Proceeds." This information should be read in conjunction with the Company's
Consolidated Financial Statements and the related Notes thereto appearing
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
March 31, 1998
------------------------------
Actual Pro Forma As Adjusted
------- --------- -----------
(in thousands)
<S> <C> <C> <C>
Redeemable Preferred Stock, $.01 par value,
Series A, Series B, Series C and Series D,
$33,000,000 aggregate liquidation preference,
217,222 shares issued and outstanding on an
actual basis; no shares issued and outstanding
on a pro forma or as adjusted basis............ $37,896 -- --
Stockholders' equity (deficit):
Preferred Stock, $.01 par value, 5,000,000
shares authorized; no shares issued and
outstanding on an actual, pro forma or as
adjusted basis............................... -- -- --
Common Stock, $.01 par value, 50,000,000
shares authorized; 1,698,333 shares issued
and outstanding on an actual basis; 8,939,074
shares issued and outstanding on a pro forma
basis; and 11,939,074 shares issued and
outstanding on an as adjusted basis(1)....... 17 234 264
Additional paid-in capital...................... (3,337) 34,342 62,707
Accumulated deficit............................. (24,038) (24,038) (24,038)
Deferred compensation........................... (1,087) (1,087) (1,087)
Translation adjustment.......................... (15) (15) (15)
------- ------- -------
Total stockholders' equity (deficit).......... (28,460) 9,436 37,831
------- ------- -------
Total capitalization........................ $9,436 $9,436 $37,831
======= ======= =======
</TABLE>
- ---------------------
(1) Excludes 1,399,335 shares of Common Stock issuable pursuant to stock
options outstanding as of March 31, 1998 (of which options to purchase
approximately 413,000 shares were then exercisable) with a weighted
average price of $0.60 per share. See "Management--1998 Stock Option Plan"
and "Description of Capital Stock--Options."

18
<PAGE>

DILUTION

The pro forma net tangible book value of the Company as of March 31, 1998,
after giving effect to the Preferred Stock Conversion, was $9.4 million, or
$1.06 per share of Common Stock. Pro forma net tangible book value per share
is equal to the amount of the Company's total tangible assets (total assets
less intangible assets and total liabilities), divided by the number of shares
of Common Stock outstanding as of March 31, 1998. Assuming the sale by the
Company of 3,000,000 shares of Common Stock offered hereby at an assumed
initial public offering price of $10.50 per share (the mid-point of the range
set forth on the cover page of this Prospectus), and the application of the
estimated net proceeds therefrom, the pro forma net tangible book value of the
Company as of March 31, 1998 would have been $37.8 million, or $3.17 per share
of Common Stock. This represents an immediate increase in pro forma net
tangible book value of $2.11 per share to existing stockholders and an
immediate dilution in pro forma net tangible book value of $7.33 per share to
new investors. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share................... $10.50
Pro forma net tangible book value per share as of March 31,
1998........................................................... $1.06
Pro forma increase attributable to new investors................ 2.11
-----
Pro forma net tangible book value per share after the offering.... 3.17
------
Pro forma dilution per share to new investors..................... $ 7.33
======
</TABLE>

The following table summarizes, on a pro forma basis as of March 31, 1998,
the total number of shares of Common Stock purchased from the Company, the
total consideration paid to the Company and the average price per share paid
by existing stockholders and by new investors:

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------ --------------------
Average Price
Number Percent Amount Percent Per Share
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Existing stockholders
(1).................... 8,939,074 74.9% $ 33,401,512 51.5% $ 3.74
New investors........... 3,000,000 25.1 31,500,000 48.5 $10.50
---------- ----- ------------ -----
Total................. 11,939,074 100.0% $ 64,901,512 100.0%
========== ===== ============ =====
</TABLE>
- ---------------------

(1) If the Underwriters' over-allotment option is exercised in full, the
number of shares of Common Stock held by existing stockholders will be
reduced to 8,812,141, or 71.1% of the total number of shares of Common
Stock to be outstanding after this offering, and will increase the number
of shares of Common Stock held by the new investors to 3,450,000 shares,
or 28.9% of the total number of shares of Common Stock to be outstanding
immediately after this offering. See "Principal Stockholders."

The foregoing tables and calculations assume no exercise of outstanding
options. At March 31, 1998, there were 1,399,335 shares of Common Stock
reserved for issuance upon exercise of outstanding options at a weighted
average exercise price of $0.60 per share. To the extent that these options
are exercised, there will be further dilution to new investors. See
"Management--1998 Stock Option Plan."

19
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below with respect to the
Company's consolidated statement of operations for the years ended December
31, 1995, 1996 and 1997 and with respect to the Company's consolidated balance
sheet as of December 31, 1996 and 1997 are derived from the audited
Consolidated Financial Statements of the Company which are included elsewhere
in this Prospectus and are qualified by reference to such Consolidated
Financial Statements and the related Notes thereto. The consolidated statement
of operations data for the three months ended March 31, 1997 and 1998 and the
consolidated balance sheet data as of March 31, 1998 are derived from
unaudited Consolidated Financial Statements included elsewhere in this
Prospectus. The selected consolidated statement of operations data for the
years ended December 31, 1993 and 1994 and the selected consolidated balance
sheet data as of December 31, 1993, 1994 and 1995 are derived from audited
Consolidated Financial Statements which are not included herein. The unaudited
Consolidated Financial Statements include all adjustments, consisting only of
normal recurring adjustments, which, in the opinion of management, are
necessary for the fair presentation of the Company's consolidated financial
position and the consolidated results of its operations for those periods.
Results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the entire year
or for any future period. The selected consolidated financial data set forth
below is qualified in its entirety by, and should be read in conjunction with,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and the related Notes
thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
------------------------------------------ ----------------
1993 1994 1995 1996 1997 1997 1998
------ ------- ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Revenues................ $2,026 $ 2,155 $ 1,005 $ 2,647 $ 6,014 $ 950 $ 2,714
Cost of revenues........ 565 752 404 810 1,232 242 694
------ ------- ------- ------- ------- ------- -------
Gross profit............ 1,461 1,403 601 1,837 4,782 708 2,020
Operating expenses:
Sales and marketing... 145 943 1,892 2,339 3,507 652 1,164
Research and
development.......... 620 975 1,520 1,415 1,601 370 440
General and
administrative....... 1,199 1,609 2,709 4,553 7,836 1,932 1,989
------ ------- ------- ------- ------- ------- -------
Total operating
expenses........... 1,964 3,527 6,121 8,307 12,944 2,954 3,593
------ ------- ------- ------- ------- ------- -------
Loss from operations.... (503) (2,124) (5,520) (6,470) (8,162) (2,246) (1,573)
Net interest income
(expense).............. 5 52 26 60 125 23 (196)
Other income (expense).. (23) 23 -- -- -- -- 125
------ ------- ------- ------- ------- ------- -------
Net loss................ $ (521) $(2,049) $(5,494) $(6,410) $(8,037) $(2,223) $(1,644)
====== ======= ======= ======= ======= ======= =======
Basic and diluted loss
per common share $(2.16) $ (1.77) $ (4.69) $ (5.80) $ (7.03) $ (1.94) $ (1.41)
====== ======= ======= ======= ======= ======= =======
Pro forma net loss per
share (1)(2)........... $ (0.92) $ (0.19)
======= =======
Pro forma weighted
average shares
outstanding(1)(2)...... 8,694 8,874
======= =======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------- MARCH 31,
1993 1994 1995 1996 1997 1998
------ ------- ------- -------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Cash and cash
equivalents, and
marketable securities.. $1,323 $ 4,975 $ 255 $ 8,730 $ 10,197 $ 8,844
Working capital......... 960 4,803 (1,487) 7,249 8,021 7,656
Total assets............ 1,416 6,295 2,799 12,548 14,733 14,613
Deferred revenues....... 167 -- 286 1,085 1,447 2,125
Long-term debt.......... -- 340 717 1,384 1,053 1,198
Redeemable preferred
stock.................. 1,463 8,146 8,798 25,066 37,234 37,896
Total stockholders'
equity (deficit)..... (437) (2,657) (8,791) (16,601) (26,750) (28,460)
</TABLE>
- ---------------------
(1) See Note 4 of Notes to Consolidated Financial Statements for an
explanation of the method used to determine the number of shares used to
compute pro forma net loss per share.
(2) Pro forma to give effect to the Preferred Stock Conversion.

20
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Consolidated
Financial Statements and the related Notes thereto included elsewhere in this
Prospectus. This discussion contains forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including, but not limited to, those set forth under "Risk
Factors" and elsewhere in this Prospectus.

OVERVIEW

Multex is a leading provider of online investment research and information
services designed to meet the needs of institutional investors, investment
banks, brokerage firms, corporations and individual investors. The Company's
services enable timely online access to over 500,000 research reports and
other investment information from more than 300 leading investment banks,
brokerage firms and third-party research providers worldwide, including
Merrill Lynch, Morgan Stanley Dean Witter and Goldman Sachs. More than 400,000
investors and financial professionals, including mutual funds managers,
portfolio managers, institutional investors, brokers and their clients, have
access to the Company's services. In addition to making its services available
through its own Web sites, the Company has established a number of strategic
distribution relationships to reach the institutional market, including
relationships with ADP, Bloomberg, Bridge, Dow Jones and Reuters. To target
the individual investor market, the Company recently entered into an agreement
with America Online to serve as an anchor tenant on the AOL Personal Finance
channel, and intends to launch the Multex Investor Network in 1998 to offer a
wide range of research reports and other financial information to individual
investors.

The Company offers three main services: (i) MultexNET, which was launched in
June 1996; (ii) MultexEXPRESS, which was launched in January 1997; and (iii)
Multex Research-On-Demand, which was launched in April 1997. MultexNET,
typically offered as a one to three year subscription, allows entitled
institutional investors to access full-text investment research reports on a
real-time basis from leading investment banks, brokerage firms and other
third-party research providers over the Internet or through other distribution
channels. MultexEXPRESS, also provided pursuant to one to three year
subscriptions, enables financial institutions to distribute their proprietary
financial research, as well as other corporate documents, over the Internet,
through intranets and other private networks. Multex Research-On-Demand gives
institutional investors, corporations and individual investors the ability to
access research reports on a pay-per-view basis from a majority of the
contributors to MultexNET, over the Internet or through other distribution
channels.

Pricing of the Company's services is based on a number of factors. The
subscription fee for MultexNET typically ranges from $3,540 to $25,000 per
year based on the number of users within the subscribing organization. For
MultexEXPRESS, the subscription fees vary based on the number of users, but
typically average $100,000 annually per subscriber installation. Fees for
information and research offered through Multex Research-On-Demand typically
range from $10 to $150 per report, depending on the length and type of
document.

Revenues from subscriptions to MultexNET and MultexEXPRESS are recognized in
equal installments over the term of the subscription. Revenues from Multex
Research-On-Demand are recognized upon sale. Certain users of Multex Research-
On-Demand pay a flat annual fee for the service, which entitles them to
receive research and other reports at a discounted rate. Revenues from these
users are recognized in equal installments over the term of the subscription.
All costs associated with revenues from MultexNET, MultexEXPRESS and Multex
Research-On-Demand are expensed as and when incurred. The Company pays
distribution fees to its distributors and, with respect to Multex Research-On-
Demand, royalties to the investment banks, brokerage firms or third-party
research providers that authored the research.

21
<PAGE>

On March 27, 1998, the Company established a new wholly owned subsidiary,
RDG-Multex, Inc. ("RDG-Multex"). RDG-Multex acquired assets (primarily
software) of Research Data Group Inc. in exchange for 49% of the common stock
of RDG-Multex. In connection with this transaction, the Company issued to a
principal of Research Data Group, 50,000 shares of the Company's common stock
at a purchase price of $6.00 per share and a one year option to acquire 83,333
shares of the Company's common shares at an exercise price of $7.50 per share.
The acquisition has been accounted for by the purchase method of accounting
and accordingly, the Company is consolidating the results of operations of
RDG-Multex effective March 27, 1998.

The Company has expanded its operations in recent years and has grown from
79 employees at December 31, 1996 to 120 employees at March 31, 1998. In
January 1997, the Company opened its London office and in February 1998, the
Company engaged the services of an independent representative in Hong Kong.
The Company expects to add additional personnel both in the United States and
abroad as its operations expand. The Company currently expects to
significantly increase its operating expenses both on an absolute basis and as
a percentage of revenues in order to expand its sales and marketing
operations, to continue to expand internationally and to continuously upgrade
and enhance its services and technologies. As a result of these and other
factors, there can be no assurance that the Company will not incur significant
losses on a quarterly and annual basis for the foreseeable future.

The Company has incurred significant losses since its inception, and as of
March 31, 1998 had an accumulated deficit of $24.0 million. In addition, the
Company has recorded cumulative deferred compensation of $1.2 million, which
represents the difference between the exercise price and the fair market value
of the Company's Common Stock at the date of grant for shares of Common Stock
issuable upon the exercise of certain stock options granted to employees. Of
the total deferred compensation amount, $64,000 was amortized during the three
months ended March 31, 1998. The remaining deferred compensation amount is
expected to be amortized over the remaining vesting periods of the related
options. The Company believes that period-to-period comparisons of its
operating results are not necessarily meaningful and that the results for any
period should not be relied upon as an indication of future performance.

Historically, a few of the Company's subscribers and distributors have
accounted for a substantial majority of the Company's revenues. Specifically,
for the year ended December 31, 1997, Bloomberg, Reuters, Merrill Lynch & Co.
and Gruntal & Co. accounted for 21%, 20%, 16% and 11% of the Company's
consolidated revenues, respectively. It should be noted that until June 30,
1998, Bloomberg has served as an agent for Multex by collecting subscription
fees on behalf of the Company for subscribers to the Company's services who
receive such services through Bloomberg. Included in the percentages set forth
above are these subscription fees collected by Bloomberg. Commencing on July
1, 1998, Multex will directly bill its subscribers, including those who
subscribe through Bloomberg, and, therefore, it is likely that the percentage
of the Company's revenues attributed to Bloomberg will decline significantly
in future periods. The loss of any of these subscribers or distributors could
have a material adverse effect on the Company's business, results of
operations and financial condition. See "Risk Factors--Concentration of
Revenues" and Note 12 of Notes to the Consolidated Financial Statements.

The Company was incorporated in April 1993. In October 1993, Multex Systems,
Inc., a New York corporation, merged with and into Multex Publisher, Inc., a
Delaware corporation, which subsequently changed its name to Multex Systems,
Inc. From 1993 to June 1996, the Company was engaged in the development of
software which is the underlying technology of MultexNET and provided software
development services to ADP. Starting in September 1995, the Company generated
revenues from the distribution of research reports and other information
through Bloomberg.

22
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth the consolidated statement of operations data
for the periods indicated as a percentage of revenues:

<TABLE>
<CAPTION>
Year Ended Three Months
December 31, Ended March 31,
------------------------ ------------------
1995 1996 1997 1997 1998
------ ------ ------ -------- -------
<S> <C> <C> <C> <C> <C>
Revenues....................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues............... 40.2 30.6 20.5 25.5 25.6
------ ------ ------ -------- -------
Gross profit................... 59.8 69.4 79.5 74.5 74.4
Operating expenses:
Sales and marketing.......... 188.4 88.4 58.3 68.7 42.9
Research and development..... 151.3 53.5 26.6 38.9 16.2
General and administrative... 269.7 172.0 130.3 203.3 73.3
------ ------ ------ -------- -------
Total operating expenses..... 609.4 313.9 215.2 310.9 132.4
------ ------ ------ -------- -------
Loss from operations........... (549.6)% (244.5)% (135.7)% (236.4)% (58.0)%
Net interest income (expense).. 2.7 2.3 2.1 2.5 (7.2)
Other income................... -- -- -- -- 4.6
------ ------ ------ -------- -------
Net loss....................... (546.9)% (242.2)% (133.6)% (233.9)% (60.6)%
====== ====== ====== ======== =======
</TABLE>

THREE MONTHS ENDED MARCH 31, 1998 AND 1997

Revenues

The Company's revenues consist of subscription fees for MultexNET and
MultexExpress, and sales of investment research on a pay-per-view basis
through Multex Research-On-Demand. Multex also provides professional services
to select MultexEXPRESS clients, including software development, customization
and integration services. These services are typically billed to clients on a
time and material basis. On occasion, as a service to its clients, the Company
has acquired equipment for resale. To date, the Company has not derived
significant revenues from its international operations.

Total revenues increased 185.7% to $2.7 million for the three months ended
March 31, 1998 from $950,000 for the three months ended March 31, 1997. The
increase was due in approximately equal measures to the introduction of Multex
Research-On-Demand in April 1997, a significant increase in the number of
MultexEXPRESS installations, growth in the number of MultexNET subscribers and
an increase in the level of professional services provided to customers.

Cost of Revenues

Cost of revenues consists primarily of fees payable to distributors of
MultexNET and Multex Research-On-Demand, royalties payable to the providers of
investment research offered through Multex Research-On-Demand, purchases of
equipment for resale and telecommunications costs.

Cost of revenues increased 186.8% to $694,000 for the three months ended
March 31, 1998 compared to $242,000 for the three months ended March 31, 1997.
As a percentage of revenues, cost of revenues were 25.6% and 25.5% for the
three months ended March 31, 1998 and 1997, respectively. The increase in
dollar terms was primarily due to royalty and distribution fee payments as a
result of the introduction of Multex Research-On-Demand in April 1997, the
increased cost of equipment purchased for resale, increased Web site
development costs resulting from the increased number of MultexEXPRESS
customers, and additional telecommunication charges resulting from increased
sales of subscriptions for MultexNET and MultexEXPRESS. The Company did not
incur any royalty and distribution expense in the three months ended March 31,
1997 related to Multex Research-On-Demand, which service had not yet been
launched. While the gross margin for the three months ended March 31, 1998
remained flat as compared to the gross margin for the same period in 1997, the
Company achieved higher margins on the sale of its services due to raising the
prices of its services and improved operating efficiencies, which was offset
by the lower margins associated with equipment resales.

23
<PAGE>

Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, commissions, advertising, public relations, tradeshow expenses, and
costs of marketing materials. Sales and marketing expenses increased 78.3% to
$1.2 million for the three months ended March 31, 1998 compared to $652,000
for the three months ended March 31, 1997. As a percentage of revenues, sales
and marketing expenses decreased to 42.9% from 68.7% for the three months
ended March 31, 1998 and 1997, respectively. The increase in dollar terms was
due primarily to an expansion of the sales force both domestically and
internationally and increased marketing activities, including the complete
redesign of the Company's marketing materials and additional costs resulting
from commencing and expanding the Company's marketing efforts in Europe. The
Company expects sales and marketing expenses to increase significantly as the
Company introduces the Multex Investor Network, increases brand awareness,
hires additional sales and marketing personnel and expands internationally.

Research and Development. Research and development expenses consist
primarily of salaries and benefits. Research and development expenses
increased 19.0% to $440,000 for the three months ended March 31, 1998 compared
to $370,000 for the three months ended March 31, 1997. As a percentage of
revenues, research and development expenses decreased to 16.2% from 38.9% for
the three months ended March 31, 1998 and 1997, respectively. The increase in
research and development expenses in dollar terms was primarily due to an
increase in the number of developers hired by the Company and salary
increases. The Company believes that continued investment in product
development is critical to attaining its strategic objectives and, as a
result, expects research and development expenses to increase significantly in
future periods.

General and Administrative. General and administrative expenses consist
primarily of salaries and benefits, fees for professional services and
facility expenses, including depreciation of assets. General and
administrative expenses increased 3.0% to $2.0 million for the three months
ended March 31, 1998 compared to $1.9 million for the three months ended March
31, 1997. As a percentage of revenues, general and administrative expenses
decreased to 73.3% from 203.3% for the three months ended March 31, 1998 and
1997, respectively. The increase in general and administrative expenses in
dollar terms was primarily due to increased personnel, professional service
fees and facility expenses necessary to support the Company's domestic and
international growth. The Company expects general and administrative expenses
to increase in future periods as the Company hires additional personnel and
incurs additional costs related to the growth of its business and its
operations as a public company.

Loss from Operations

For the foregoing reasons, loss from operations decreased 30.0% to $1.6
million for the three months ended March 31, 1998 as compared to $2.2 million
for the three months ended March 31, 1997. As a percentage of revenues, loss
from operations was (58.0)% and (236.4)% for the three months ended March 31,
1998 and 1997, respectively.

Interest Income (Expense) and Other Income

Net interest expense was $196,000 for the three months ended March 31, 1998
as compared to net interest income of $24,000 for the three months ended March
31, 1997. The increase in net interest expense was due principally to interest
payable upon the early repayment of loans used to acquire equipment which
amounted to $265,000.

Other income was $125,000 for the three months ended March 31, 1998 as
compared to none for the three months ended March 31, 1997. Other income
consists of the gain on sale of fixed assets, primarily computer equipment.

24
<PAGE>

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND 1995

Revenues

Total revenues increased 127.2% to $6.0 million in 1997 from $2.6 million in
1996, and increased 163.5% in 1996 from $1.0 million in 1995. The increase in
revenues in 1997 was primarily due to increased demand for MultexNET, and the
introduction of MultexEXPRESS and Multex Research-On-Demand. The increase in
revenues in 1996 was due to increased revenues from the Company's services on
Bloomberg and the introduction and increasing demand for MultexNET, which was
made available over the Internet in June 1996.

Cost of Revenues

Cost of revenues increased 52.2% to $1.2 million in 1997 from $809,000 in
1996, and increased 100.6% in 1996 from $403,000 in 1995. As a percentage of
revenues, cost of revenues decreased to 20.5% in 1997 from 30.6% and 40.2% in
1996 and 1995, respectively. The increase in cost of revenues in dollar terms
in each period was primarily due to increased distributor fees relating to
MultexNET, increased royalty and distribution fee payments as a result of the
introduction of Multex Research-On-Demand in April 1997, the costs of creating
Web sites for MultexEXPRESS customers and additional telecommunication charges
resulting from increased sales of subscriptions for MultexNET and
MultexEXPRESS. Cost of revenues as a percentage of revenues has decreased as
the Company has been able to raise the prices of its services and improve
operating efficiencies. The Company has also reduced the proportion of its
revenues resulting from equipment resales, which have significantly lower
margins as compared to revenues generated by the Company's services.

Operating Expenses

Sales and Marketing. Sales and marketing expenses increased 49.9% to $3.5
million in 1997 from $2.3 million in 1996, and increased 23.6% in 1996 from
$1.9 million in 1995. As a percentage of revenues, sales and marketing
expenses decreased to 58.3% in 1997 from 88.4% and 188.4% in 1996 and 1995,
respectively. The increase in sales and marketing expenses in dollar terms in
each period was due to an expansion of the Company's sales force and increased
marketing activities, including print advertising and direct mail.

Research and Development. Research and development expenses increased to
$1.6 million in 1997 from $1.4 million in 1996, and increased from $1.5
million in 1995, representing an increase of 13.1% and a decrease of 6.9%,
respectively. As a percentage of revenues, research and development expenses
decreased to 26.6% in 1997 from 53.5% and 151.3% in 1996 and 1995,
respectively. The increase in research and development expenses in dollar
terms was due to an increase in the numbers of developers employed by the
Company and salary increases.

General and Administrative. General and administrative expenses increased
72.1% to $7.8 million in 1997 from $4.6 million in 1996, and increased 68.0%
in 1996 from $2.7 million in 1995. As a percentage of revenues, general and
administrative expenses decreased to 130.3% in 1997 from 172.0% and 269.7% in
1996 and 1995, respectively. The increase in general and administrative
expenses in dollar terms in each period was primarily due to increased
personnel, professional service fees and facility expenses necessary to
support the Company's domestic and international growth.

Loss from Operations

For the foregoing reasons, loss from operations increased 26.2% to $8.2
million in 1997 from $6.5 million for 1996 and 17.2% in 1996 from $5.5 million
in 1995. As a percentage of revenues, loss from operations was (135.7)%,
(244.5)% and (549.6)% for 1997, 1996 and 1995, respectively.

Interest Income (Expense) and Other Income

Net interest income increased 108.7% to $125,000 for 1997 from $60,000 in
1996 and increased 124.9% in 1996 from $26,000 in 1995. The increase in net
interest income was due principally to an increase in the amount of cash
available for investment purposes.

25
<PAGE>

INCOME TAXES

At December 31, 1997, the Company had net operating loss carryforwards of
approximately $18,600,000 and research and development credits of
approximately $500,000 for income tax purposes that expire in 2008 through
2012. The utilization of approximately $15,600,000 and $400,000 of such loss
carryforwards and credits, respectively, are subject to an annual limitations
of approximately $1,900,000, pursuant to Section 382 of the Internal Revenue
Code of 1986, as amended.

SELECTED UNAUDITED QUARTERLY RESULTS OF OPERATIONS

The following table sets forth certain unaudited quarterly statement of
operations data for each of the five quarters ended March 31, 1998. In the
opinion of management, the unaudited financial results include all
adjustments, consisting only of normal recurring adjustments, necessary for
the fair presentation of the Company's consolidated results of operations for
those periods. The consolidated quarterly data should be read in conjunction
with the audited Consolidated Financial Statements of the Company and the
Notes thereto appearing elsewhere in this Prospectus. The results of
operations for any quarter are not necessarily indicative of the results of
operations for any future period.

<TABLE>
<CAPTION>
Three Months Ended
----------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31,
1997 1997 1997 1997 1998
-------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
(in thousands)
Revenues.................... $ 950 $ 1,212 $ 1,404 $ 2,448 $ 2,714
Cost of revenues............ 242 284 303 403 694
------- ------- ------- ------- -------
Gross profit................ 708 928 1,101 2,045 2,020
Operating expenses:
Sales and marketing....... 652 943 733 1,179 1,164
Research and development.. 370 393 424 414 440
General and
administrative........... 1,932 1,849 1,875 2,180 1,989
------- ------- ------- ------- -------
Total operating
expenses............... 2,954 3,185 3,032 3,773 3,593
------- ------- ------- ------- -------
Loss from operations........ (2,246) (2,257) (1,931) (1,728) (1,573)
Net interest income
(expense).................. 23 (5) 40 67 (196)
Other income................ -- -- -- -- 125
------- ------- ------- ------- -------
Net loss.................... $(2,223) $(2,262) $(1,891) $(1,661) $(1,644)
======= ======= ======= ======= =======
<CAPTION>
Percentage of Total Revenues
----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues.................... 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Cost of revenues............ 25.5 23.4 21.6 16.5 25.6
------- ------- ------- ------- -------
Gross profit................ 74.5 76.6 78.4 83.5 74.4
Operating expenses:
Sales and marketing....... 68.7 77.8 52.2 48.2 42.9
Research and development.. 38.9 32.4 30.2 16.9 16.2
General and
administrative........... 203.3 152.6 133.5 89.1 73.3
------- ------- ------- ------- -------
Total operating
expenses............... 310.9 262.8 215.9 154.2 132.4
------- ------- ------- ------- -------
Loss from operations........ (236.4)% (186.2)% (137.5)% (70.7)% (58.0)%
Net interest income
(expense).................. 2.5 (0.4) 2.8 2.7 (7.2)
Other income................ -- -- -- -- 4.6
------- ------- ------- ------- -------
Net loss.................... (233.9)% (186.6)% (134.7)% (68.0)% (60.6)%
======= ======= ======= ======= =======
</TABLE>

The Company's revenues have increased in all quarters presented as a result
of increased acceptance of MultexNET, which was launched in June 1996,
MultexEXPRESS, which was launched in January 1997, and

26
<PAGE>

increased purchases of the Multex Research-On-Demand service, which was
launched in April 1997. The Company's gross margins fluctuate due to several
factors. Increased prices and improved operating efficiencies lead to an
increase in gross margin, which is also enhanced when significant volumes of
professional services are supplied, as in the three months ended December 31,
1997. In other quarters, when the Company has significant amounts of equipment
resale transactions, such as in the three months ended March 31, 1998, gross
margin tends to decrease. Operating expenses have increased in dollar terms
during the quarters presented. Sales and marketing expenses have increased in
dollar terms as a result of increased personnel and increased marketing,
advertising and promotional activity. Research and development expenses
increased in dollar terms as a result of expanded technological development
efforts to support the launch of new services and to enhance the features and
functionality of its services.

The Company's quarterly revenues, margins and results of operations have
fluctuated significantly in the past and are expected to continue to fluctuate
significantly in the future. Causes of such fluctuations have included and may
include, among other factors, demand for the Company's services, the size and
timing of both new and renewal subscriptions, the number, timing and
significance of new services introduced by the Company and its competitors,
the ability of the Company to develop, market and introduce new and enhanced
services on a timely basis, the level of service and price competition,
changes in operating expenses, changes in the mix of services offered, changes
in the Company's sales incentive strategy, sharp declines in the volume or
price levels of securities transactions and general economic factors. Any one
or more of these factors could have a material adverse effect on the Company's
business, results of operation and financial condition, and makes the
prediction of results of operations on a quarterly basis unreliable. See "Risk
Factors--Significant Fluctuations in Quarterly Results of Operations."

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations primarily through the sale of equity
securities. The Company has received an aggregate of $32.7 million in net
proceeds from the sale of four series of Preferred Stock. At March 31, 1998,
the Company had $3.9 million of cash and cash equivalents and $4.9 million of
marketable securities. The Company's principal commitments consisted of
obligations under operating leases.

Net cash used in operating activities was $7.1 million, $5.5 million and
$4.6 million for the years ended December 31, 1997, 1996 and 1995,
respectively, and $1.3 million and $2.1 million for the three months ended
March 31, 1998 and 1997, respectively. The principal use of cash for all
periods was to fund the Company's losses from operations.

Net cash used in investing activities was $945,000, $9.2 million and
$905,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
Net cash provided by investing activities was $2.8 million and $1.7 million
for the three months ended March 31, 1998 and 1997, respectively. Cash used in
investing activities was primarily related to purchases of property, equipment
and marketable securities and cash provided by investing activities was
primarily related to the sale of marketable securities. In 1996, the Company
purchased marketable securities following one of its Preferred Stock
financings pending use of those funds.

Net cash provided by financing activities was $9.7 million, $15.4 million
and $771,000 for the years ended December 31, 1997, 1996 and 1995,
respectively, and $12,000 for the three months ended March 31, 1997. For the
three months ended March 31, 1998, the Company used $168,000 in financing
activities. Net cash provided by financing activities primarily consisted of
net proceeds from the sale of equity securities and borrowings under bank
lines of credit, which were offset in part by repayments of bank debt and
lease obligations.

Although the Company has no material commitments for capital expenditures,
management anticipates that it will experience a substantial increase in its
capital expenditures and lease commitments consistent with its anticipated
growth in operations, infrastructure and personnel, including the
implementation of an off-site

27
<PAGE>

backup computer system and certain capital expenditures associated with
expanding the Company's facilities. The Company currently anticipates that it
will continue to experience significant growth in its operating expenses for
the foreseeable future and that its operating expenses will be a material use
of the Company's cash resources. The Company believes that the net proceeds of
the offering, together with its existing cash, cash equivalents and marketable
securities, will be sufficient to meet its anticipated cash needs for working
capital and capital expenditures at least through the end of 1999.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These
systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than two years, computer systems and/or software used by many companies may
need to be upgraded to comply with such Year 2000 requirements. While
significant uncertainty exists concerning the potential effects associated
with such compliance, the Company does not believe that year 2000 compliance
will result in a material adverse effect on its business, results of
operations or financial condition.

The Company and its customers may be affected by Year 2000 issues.
Specifically, even if the Company's services are Year 2000 compliant, the
software and hardware products used by subscribers or customers of the
Company's services may not be Year 2000 compliant, thereby disrupting the
ability of the Company's customers to use the Company's services. Furthermore,
if subscribers or customers are unable to view research reports and other
financial information distributed by the Company because of Year 2000
compliance problems, there can be no assurance that such parties will not
commence litigation against the Company for such an electronic distribution
failure. See "Risk Factors--Year 2000 Compliance."

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to Notes to Consolidated Financial Statements for recently
adopted and recently issued accounting standards.

28
<PAGE>

BUSINESS

The following Business section contains forward-looking statements which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth in "Risk Factors" and
elsewhere in this Prospectus.

Multex is a leading provider of online investment research and information
services designed to meet the needs of institutional investors, investment
banks, brokerage firms, corporations and individual investors. The Company's
services enable timely online access to over 500,000 research reports and
other investment information from more than 300 leading investment banks,
brokerage firms and third-party research providers worldwide, including
Merrill Lynch, Morgan Stanley Dean Witter and Goldman Sachs. More than 400,000
investors and financial professionals, including mutual funds managers,
portfolio managers, institutional investors, brokers and their clients, have
access to the Company's services. In addition to making its services available
through its own Web sites, the Company has established a number of strategic
distribution relationships to reach the institutional market, including
relationships with ADP, Bloomberg, Bridge, Dow Jones and Reuters. To target
the individual investor market, the Company recently entered into an agreement
with AOL to serve as an anchor tenant on the AOL Personal Finance channel, and
intends to launch the Multex Investor Network in 1998 to offer a wide range of
research reports and other financial information to individual investors.

INDUSTRY OVERVIEW

In recent years, there has been substantial growth in the ownership of
equity and fixed income securities worldwide. According to the Investment
Company Institute, total financial assets of U.S. households were $14.0
trillion at the end of 1995, and are expected to grow to over $22.5 trillion
by the year 2000. These assets are invested in, among other things, over 8,500
publicly traded companies in the United States, including over 2,900 companies
that have completed initial public offerings in the last five years, and
thousands more internationally. The growth in financial assets has resulted
from a number of factors, including an increase in the number of mutual funds
and increased cash in-flows into those mutual funds, households allocating
more of their assets to equity investments, sustained high returns in the
equity markets over a number of years, and lower trading costs as a result of
regulatory changes and improved technologies. These also have resulted in an
increased use of online trading and the increased acceptance of electronic
transmission of data and other information. The proliferation in equity
ownership and associated trading activity has created a need for more
investment research and market information on the part of investors who seek
higher returns on their portfolios.

Investment research is one of the primary tools mutual fund managers,
portfolio managers and other institutional investors use to assist them in
deciding whether to invest in a company or industry and when to buy and sell a
particular security. Investment banks and brokerage firms, as the primary
providers of investment research, have invested billions of dollars developing
their research capabilities, which they use to build their brand name
recognition, enhance customer loyalty and generate investment banking and
trading revenues. Many of these firms are expanding the breadth and scope of
their research by hiring additional analysts and increasing the number of
companies and industries covered by their research and providing research on
international markets. As the industry becomes more competitive, investment
banks and brokerage firms want to distribute their research in the fastest and
most efficient manner possible in order to meet increasing investor demand for
better access to investment research and market information.

Institutional investors are increasingly demanding access to investment
research and other market information--such as SEC reports, business and
financial news, stock quotes, stock price graphs and annual reports--on a
"real-time" basis. These investors are also seeking ways to quickly find and
retrieve relevant research and market information online. They are also
demanding faster, more efficient and cost-effective

29
<PAGE>

access to other industry and corporate information, as well as better methods
to filter and organize the information they receive from various sources. In
addition, large users of investment research and other financial information
also include investment banks and brokerage firms, which utilize their
proprietary research and other corporate documents, as well as research
purchased from other sources, to support their own banking, sales, trading and
marketing functions. These firms seek to quickly and efficiently distribute
research and other documents to their investment bankers, brokers and traders
in geographically dispersed locations.

Individual investors are also increasingly demanding investment research and
other market information to support their investing activities. Many
individual investors currently do not have timely access to investment
research to satisfy their needs. The ability to offer investment research to
customers is increasingly becoming a competitive advantage and a key
differentiator for full service brokerage firms seeking to compete with
discount and online brokerage firms. In addition, personnel within
corporations, such as corporate executives, investor relations departments and
strategic planning departments, as well as professional service firms, such as
legal, accounting and consulting firms, require access to investment research
from investment banks, brokerage firms and other third-party providers. With
the cost of personal computers and Internet access continuing to decline,
individual investors and corporate users are increasingly using the Internet
as a source of investment information.

Investment research traditionally has been mailed to investors, which
results in a delay in the receipt of the research and printing, duplicating
and mailing costs. In order to distribute research reports on a more timely
basis, some reports are increasingly being sent by facsimile transmission to
investors. However, these conventional distribution methods do not allow
investment banks or brokerage firms to control which investors access and view
their research. Moreover, large institutional investors often receive hundreds
of paper reports, totaling thousands of pages, each week. These paper-based
reports must be manually sorted, distributed, stored, reviewed and
prioritized, which can be time consuming and expensive.

In response to the shortcomings of the traditional research distribution
methods, investment banks and brokerage firms have tried new distribution
methods, including e-mail and distribution through their Web sites, with only
limited success. Distribution by e-mail requires the recipient to open and
view the e-mail to determine if it is useful and is difficult to differentiate
from the other e-mail messages received by the investor. Also, e-mail messages
cannot be searched on a full-text basis and are not easily archived or
retrieved by others. Web-site distribution by investment banks and brokerage
firms requires the investor to visit and search numerous Web sites that
provide research, which is time-consuming and inefficient. Institutional
investors need a real-time, commingled source for their investment research
needs. Investment banks and brokerage firms need a solution to their internal
and client investment research distribution needs. Individual investors need
access to research from investment banks, brokerage firms and other third-
party providers.

THE MULTEX SOLUTION

Multex is a leading provider of online investment research services designed
to meet the needs of institutional investors, investment banks, brokerage
firms, corporations and individual investors. The Company's services provide
users with online access to a wide range of research and other investment
information from leading investment banks, brokerage firms and third-party
research providers worldwide, including Merrill Lynch, Morgan Stanley Dean
Witter and Goldman Sachs. The Company's Internet-based technology solution
ensures timely receipt of information for critical investment decisions and
enables research providers to target their research more efficiently. At the
same time, recipients of the information can use the Company's proprietary
search tools to locate and retrieve the desired information, saving the time
and expense of manually searching through printed reports. Online availability
also eliminates costs otherwise incurred in printing, mailing, sorting and
filing printed reports. Finally, Multex enables research and information
providers to market more efficiently, not only by reaching their target
customers more effectively, but also by providing feedback regarding their
access and usage patterns. The Company's services provide the following key
benefits:

30
<PAGE>

Extensive Research Database. Multex provides entitled investors access to an
online database of more than 500,000 research reports from more than 300
leading investment banks, brokerage firms and third-party research providers.
More than 400,000 investors and financial professionals, including mutual fund
managers, portfolio managers, institutional investors, brokers and their
clients, have access to the Company's services. The Company typically adds
reports to its database at the rate of more than 10,000 new reports each week.
Multex also provides more than 200,000 recently published research reports
from more than 200 leading contributors to buy-side professionals, corporate
executives, investor relations specialists and individual investors electronic
access on a pay-per-view basis. Research reports in the Multex database
include all text, charts, graphs, tables, color and document formatting
contained in the original report. For certain customers, Multex also provides
access to delayed stock quotes through Quote.com and real-time Securities and
Exchange Commission filings through EDGAR Online as part of their
subscription.

Efficient, Cost-Effective Research Distribution. Multex enables investment
banks, brokerage firms and third-party research providers to electronically
distribute their research reports to their brokers, bankers and traders and
their customers via the Internet or intranets on a real-time basis. Through
services offered by Multex, research can be distributed to multiple locations
simultaneously. By using such services, research providers can target
investors worldwide, monitor investor requests for research reports and
determine who has accessed their reports. As services offered by Multex are
distributed over the Internet or intranets, research providers save printing
and mailing costs and can more easily target their research to their
customers. The Company's services are password protected and research included
in the Multex database can be accessed only by authorized users.

Comprehensive Search Capabilities. Multex has incorporated extensive search
capabilities into its services, thereby enabling users to rapidly and easily
locate relevant commingled research from hundreds of sources and to reduce the
costs of indexing, organizing and distributing research reports. Users can
search for a particular research report by a number of criteria, including
company name, industry, ticker symbol or analyst. Additionally, users can
search on a full text basis for words or phrases. Multex also enables
customers to create searchable, customized research profiles and portfolios,
to further facilitate document location and retrieval.

Ease and Efficiency of Use. The Company's services are designed to
facilitate the electronic contribution and online distribution of investment
research. The Company's proprietary software allows sell-side research
departments and third-party information providers to easily contribute
research reports, financial models, graphic presentations and other documents
in real-time directly to the Multex database. Research and information
providers can use existing word processing and desktop publishing software,
such as Microsoft Word, Excel, PowerPoint, WordPerfect, HTML and multimedia
creation software, and are not required to modify their method of document
creation. For users accessing research, the Company's proprietary technology
incorporates a graphical user interface and provides access through leading
browser technologies to simplify finding, retrieving, viewing and printing
research reports.

STRATEGY

Provide Extensive Investment Research and Information. The Company intends
to continue to leverage its success as an investment research and information
source for institutional investors. The Company continuously targets leading
investment banks and brokerage firms in an effort to add their research to the
Multex research database. The Company's database is growing rapidly and the
Company adds approximately 10,000 new research reports to its database each
week. By establishing relationships with other third-party providers of
investment and financial information, including EDGAR Online, Jupiter
Communications,

31
<PAGE>

Standard & Poor's, ValueLine, The Yankee Group and others, Multex offers
extensive third-party investment research and information. The Company,
through RDG-Multex, Inc., its majority-owned subsidiary ("RDG-Multex"), is
also developing the ability to provide proprietary earnings estimates and
related financial reports. Multex believes that by continually incorporating
additional sources of investment and financial information into its database,
the Company will be positioned to become the premier source of high-value
investment information.

Expand Distribution Channels. The Company employs a broad array of
distribution channels for its services and is continuously identifying and
developing new channels. For the institutional investor market, Multex has
entered into agreements with leading distributors of financial information,
including ADP, Bloomberg, Bridge, Dow Jones and Reuters. In order to enhance
the distribution of investment research to individual investors, Multex has
also recently entered into an agreement with America Online to be an anchor
tenant on the investment research area within the AOL Personal Finance channel
and has also entered into agreements to distribute Multex services with a
number of leading Internet-based financial Web sites and distributors,
including CNNfn, Data Broadcasting Corporation (which includes CBS
MarketWatch) and Disclosure.

Increase Multex Brand Awareness. Multex believes that increasing the brand
name awareness of the Company and its services in the financial community will
contribute to its success. Multex has successfully built a brand name among
institutional investors and research providers and is targeting its marketing
efforts to expand the recognition of its corporate and service names through
advertising, direct mail, trade shows, seminars and conferences as well as
joint marketing initiatives with information providers and distributors.
Multex seeks to incorporate its branded logo on each Web site that utilizes
its technology to increase awareness of Multex and its services. To address
the individual investor market, the Company intends to capitalize on its
arrangement with America Online and intends to develop links to the Multex
Investor Network from other leading personal finance Web sites. In addition,
the Company has recently launched MX Investor Magazine, an online investment
magazine, which will be available on the Multex Investor Network and is
designed to attract individual investors to the Company's Web sites and
increase brand awareness of the Company's services.

Extend Global Presence. To provide U.S. and foreign investors with access to
investment research prepared by leading investment banks and brokerage firms
throughout the world, the Company targets international contributors and
subscribers from its headquarters in New York, from an office in London and
through an independent representative in Hong Kong. The Company intends to
open offices in other leading financial centers. The Company believes that
institutional investors in Europe, the Pacific Rim and numerous emerging
markets require access to high quality online investment research and
information. Since many investors are investing in markets throughout the
world, they also require research and information from investment banks and
brokerage firms in local markets. In addition, many investment banks and
brokerage firms in U.S. and foreign markets are seeking to distribute their
research worldwide.

Maintain Technology Leadership. Multex intends to continuously develop and
incorporate new technologies to enhance its services. The Company intends to
maintain its leadership position by continuing to enhance its technology
through investment in research and development activities, use of new
Internet, intranet and extranet technologies and integration of each of its
services. In particular, the Company is extending the available document
formats to support spreadsheets, presentation applications, HTML-based pages,
URL references, and audio and video files. The Company is also developing
integrated and directed user alerts and e-mail and fax capabilities. Using its
technological capabilities and expertise, the Company focuses on enhancing its
scalable and open architecture.

Focus on Multiple Revenue Opportunities. The Company is pursuing multiple
revenue opportunities for future growth with a particular focus on
establishing a recurring revenue stream from subscriptions. The Company
believes that subscriptions, professional service fees, pay-per-view
transactions and advertising represent key opportunities. By expanding the
number of research providers and the amount and formats of

32
<PAGE>

information available, the Company believes that it may be able to generate
additional revenue from these enhanced services. In addition, the Company
believes that by targeting individual investors and corporations, the Company
may be able to increase the pay-per-view revenues from Multex Research-On-
Demand and the Multex Investor Network services. The Company also expects to
generate advertising revenue from the Multex Investor Network and its other
Web sites.

SERVICES

The following table sets forth certain information concerning the Company's
principal service offerings:

MULTEX SERVICE OFFERINGS

<TABLE>
<CAPTION>
Name of Number Revenue
Service Description Target Market of Users Model
- ---------------- ------------------------- --------------------------------- ------------ -------------------
<S> <C> <C> <C> <C>
MultexNET Access to real-time Buyside institutions 15,000+ Annual subscription
commingled research and corporations
MultexEXPRESS Real-time distribution of Sellside investment 350,000+ Annual subscription
proprietary research and banks and brokerage firms
other information
Multex Research- Access to commingled Commercial and investment banks, Available on Pay-per-view
On-Demand research on a delayed corporations, financial advisors, the Internet
basis professional services firms and
individual investors
</TABLE>

MULTEXNET

MultexNET enables subscribers to access on a real-time basis over the
Internet commingled full-text investment research reports supplied by leading
investment banks, brokerage firms and third-party research providers. Typical
subscribers include mutual fund managers, other portfolio managers,
institutional investors, research analysts and other financial services
professionals. Subscribers to MultexNET are offered advanced searching and
filtering capabilities, and the ability to retrieve investment research
reports over the Internet. The Company's proprietary software enables it to
distribute a particular research or other financial report only to those users
who have been authorized or entitled to access such report by the firm that
authored the report. MultexNET enables research and other information
providers to monitor requests for their research reports and determine who has
accessed and viewed the report. Subscribers whose subscription does not
entitle them to access particular embargoed research and third-party research
information may be able to access such reports through Multex Research-On-
Demand on a pay-per-view basis after the embargo period has ended (typically
15 days).

Features of MultexNET include real-time access to high-quality multimedia
and rich text research reports, the ability to utilize advanced searching
features which permit searches by company name, ticker symbol, brokerage firm,
analyst, industry/subject codes and date, the ability to create and modify
customized portfolios and profiles in order to ensure the delivery of updated
research information about those companies in a particular user's portfolio or
profile, and easy-to-use document viewing, printing, faxing, and e-mail
options. The Company also provides access to delayed stock quotes through
Quote.com and real-time filings with the Securities and Exchange Commission
filings through EDGAR Online as part of the MultexNET subscription. In
addition, features currently under development will enable subscribers to
arrange for automated fax and/or e-mail distribution of research reports to
the subscriber's end-users.

Research reports and other financial information available through MultexNET
are stored on the Company's database servers and delivered over its Internet
servers. MultexNET requires subscribers to have an Internet connection or a
connection to an extranet maintained by Multex, Microsoft Internet Explorer or
Netscape Navigator Web browsers, and the Adobe Acrobat viewer installed on
their workstation, desktop or laptop computer.

33
<PAGE>

Subscriptions to MultexNET are generally priced at $3,540 to $25,000
annually, depending upon the number of "seats" or users who can access the
service.

MULTEXEXPRESS

MultexEXPRESS enables investment banks, brokerage firms and other financial
institutions to distribute proprietary financial research as well as internal
corporate documents, forms, news and other proprietary content over the
Internet or through intranets and other private networks. Using MultexEXPRESS,
investment banks, brokerage firms and other financial institutions are able to
reduce the cost of printing and distributing research reports and other
internal information and can disseminate more timely information to their
employees and customers. Like MultexNET, MultexEXPRESS offers the contributing
firm the ability to identify which users are actually accessing research
through the usage reporting system incorporated into MultexEXPRESS.
MultexEXPRESS can be implemented as a unique Internet site or seamlessly
integrated into a firm's existing online presence to target information to
employees and key clients on a real-time basis. MultexEXPRESS is built on the
same technology platform and provides users with the same core functionality
found in MultexNET. MultexEXPRESS also offers additional features and
integration options targeted to the internal distribution needs of investment
banks, brokerage firms and other financial institutions.

MultexEXPRESS has been installed at 24 leading investment banking and
brokerage firms, with more than 350,000 users, at March 31, 1998.
MultexEXPRESS is generally contracted for a one to three year period at a
fixed rate dependent upon the scale of the enterprise-wide solution offered to
the customer. Currently, the average price is approximately $100,000 for each
year of the contract.

MULTEX RESEARCH-ON-DEMAND

Multex Research-On-Demand gives libraries, corporations, financial advisors,
pension funds, banks, insurance companies, other professional service firms,
as well as institutional and individual investors, the ability to access
certain research reports and other information from a majority of the
MultexNET research providers. Each report can be purchased on a pay-per-view
basis after an embargo period during which the research providers make the
report available on a proprietary basis only to their own customers. A growing
subset of the content in the Multex database, 40% as of April 30, 1998, is
available on Multex Research-On-Demand. This service is available either on a
stand-alone basis, through strategic distribution channels or as a part of
MultexNET, MultexEXPRESS or Multex Investor Network. While the majority of the
reports available on Multex Research-On-Demand relate to U.S. equities and
investment opportunities, the Company is adding information relating to
foreign equities and investment opportunities.

Multex Research-On-Demand customers can purchase and download the research
reports to their own computer using advanced searching and filtering
technology that locates documents by symbol, industry, brokerage firm, full-
text words and phrases, or user-defined portfolios and profiles. Users can
receive e-mail alerts throughout the day, which may be keyed to their
portfolios or other user-provided specifications. The financial research
reports available to Multex Research-On-Demand customers include both those
relating to a particular company and those relating to an industry as a whole.
Research from independent research providers (such as Jupiter Communications,
Standard & Poor's and The Yankee Group) is also available for purchase. An
online purchase history provides a specific list of all of the reports
purchased by an individual user.

Prices per document available through Multex Research-On-Demand generally
range from $10 to $150, based on the length and type of document. The pay-per-
view fees are generally shared between the investment bank, brokerage firm or
third-party research provider that supplied the original research report, the
distributor through which the purchase was initiated, if any, and the Company.
There is no registration or subscription fee for use of this service. Certain
users have purchased an annual subscription which enables them to purchase
individual research reports at a discounted price. The Company is also adding
analysis from leading third-party advisory services, some of which offer
single reports at prices in excess of $1,000 per report.

34
<PAGE>

OTHER SERVICES

The Company, through RDG-Multex, maintains an earnings estimate database
which is resold through various distributors and offers its proprietary
earnings estimates and related financial reports. These reports, which combine
information from the Company's earnings estimates database with other
fundamental data obtained from a variety of sources, are sold on a pay-per-
view basis through Multex Research-On-Demand and may be offered in the future
on a subscription basis.

The Company recently began publishing MX Investor Magazine, an investment
magazine available through the Company's home page on the Internet. Articles
in MX Investor Magazine are either produced by an in-house publishing group or
acquired from freelance journalists. The content is designed to offer an
overview of market developments and a convenient point of reference for
relevant recurring information, such as the timing and location of conferences
and seminars.

The Multex Investor Network is intended to target the individual investor
market. Using the free content available from MX Investor Magazine, and
offering reports for sale from investment banks, brokerage firms and third-
party research providers through Multex Research-On-Demand, as well as reports
from RDG-Multex, the Company intends to offer a wide range of services to the
individual investor market. In addition to subscription fees for a premium
version of MX Investor Magazine and pay-per-view fees from Multex Research-On-
Demand, the Company intends to generate revenues from its individual investor
services by selling advertising on the Multex Investor Network.

35
<PAGE>

RESEARCH AND INFORMATION PROVIDERS

The Company has dedicated substantial resources to develop relationships
with an extensive range of domestic and international investment banks,
brokerage firms and third-party research providers. The Company has a
dedicated sales force which is continually recruiting research providers. The
Company manages its relationship with each major research provider through
account representatives.

Currently, the Multex database consists of more than 500,000 research
reports and is growing at the rate of more than 10,000 new reports each week.
Research contributors include more than 300 leading investment banks,
brokerage firms and third-party research providers. Set forth below is a
representative list of the Company's research and information providers:

Selected North American Information Providers

<TABLE>
<S> <C> <C>
ABN Amro Chicago Corporation ING Barings Needham & Co.*
BancAmerica Robertson Stephens* Interstate/Johnson Lane* PaineWebber*
Brown Brothers Harriman* J.P. Morgan Securities Piper Jaffray*
BT Alex. Brown* J.C. Bradford & Co. * Prudential Securities
Chase Securities Janney Montgomery Scott* Ragen McKenzie*
CIBC Oppenheimer* Jefferies & Co. * Raymond James & Associates*
Cowen & Co.* Keefe, Bruyette & Woods* Robinson-Humphrey*
CS First Boston Legg Mason Wood Walker* Salomon Smith Barney*
Dain Rauscher Wessels* Merrill Lynch SBC Warburg Dillon Read*
Goldman Sachs & Co. Morgan Keegan & Company* Soundview Financial Group*
Gruntal & Co.* Morgan Stanley Dean Witter UBS Securities
Hambrecht & Quist* NationsBanc Montgomery Volpe Brown Whelan
Securities

Selected International Information Providers

ABN Amro Deutsche Morgan Grenfell NatWest Markets
Alfred Berg Dresdner Kleinwort Benson Nomura Securities International
Auerbach Grayson* Fox American PaineWebber International*
Bankers Trust Australia Limited Goldman Sachs International Paribas
Caspian Securities HSBC James Capel Salomon Smith Barney*
Cazenove & Co. Indosuez WI Carr Santander Investment Securities
Clarion Securities ING Barings SBC Warburg Dillon Read
Credit Lyonnais Securities Asia JP Morgan Securities Ltd. SocGen Crosby Securities
Credit Suisse First Boston Merrill Lynch International Union Bank of Switzerland
Daiwa Institute of Research Ltd.* Morgan Stanley International

Selected Third-Party Information Providers

CNBC/Dow Jones* IPO Maven* The Red Chip Review*
Company Guides* Jupiter Communications* Value Line Mutual Fund Survey*
Disclosure* Renaissance Capital* Wall Street Transcript*
Instinet Research* Standard & Poor's* Yankee Group*
</TABLE>
- -------------------
* Also provides research and information for Multex Research-On-Demand

36
<PAGE>

CUSTOMERS

The Company has dedicated substantial resources to developing relationships
with an extensive range of buyside institutions, investment banks, brokerage
firms, libraries, corporations and other professional service firms. As a
result, MultexNET is used at over 4,000 financial institutions and
corporations, MultexEXPRESS is used by 24 of the world's leading brokerage
firms, and thousands of users access Multex Research-On-Demand.

Set forth below is a representative list of the Company's customers:

<TABLE>
<S> <C> <C>
AIM Advisors Franklin Research and Development Merrill Lynch Asset
Alliance Capital Management Gabelli Asset Management Management
Arthur Andersen & Company GE Capital Morgan Stanley Asset
BancAmerica Robertson Stephens Goldman Sachs & Co. Management
Barclays Global Investors Gruntal & Co. Oppenheimer Funds
BT Alex. Brown Heidrick & Struggles PaineWebber
Conseco Inc. Hewlett-Packard Piper Jaffray
Cowen & Co. Invesco Asset Management T. Rowe Price
Dain Rauscher Wessels J.C. Bradford & Co. Ragen McKenzie
Delaware Management Jefferies & Co. Salomon Smith Barney
Dresdner/RCM Global Investors John Hancock Advisors Asset Management
Ernst & Young Kleinwort Benson Investment SBC Warburg Dillon Read
Fidelity Capital Markets Legg Mason Wood Walker Soundview Financial Group
Fleet Investment Advisors-- McKinsey & Co. UBS Securities
Equity Partners Vanguard

</TABLE>

STRATEGIC DISTRIBUTION RELATIONSHIPS

The Company has established a number of strategic distribution relationships
to provide marketing and additional distribution for its services, to build
traffic on its Web site and to increase investor awareness of the Multex brand.
These strategic relationships target one of two markets: institutional
investors and individual investors.

The Company has entered into certain agreements and strategic relationships
with ADP, Bloomberg, Bridge and Reuters to assist the Company in marketing its
services to institutional investors. In each case, the Company shares in
revenues generated from sales to end-users through the strategic partners'
distribution networks. The principal services distributed by these strategic
partners are MultexNET, which is made available as a service through the
partners' distribution network on similar terms to those available to
subscribers to MultexNET over the Internet, and Multex Research-On-Demand.

In order to enhance the distribution of investment research to the individual
investor market, the Company has recently entered into an agreement with
America Online. This agreement is for an initial two-year term and is
automatically renewable unless either party give advance notice of its
intention not to renew. Under its agreement with AOL, the Company has secured a
position as an anchor tenant on the AOL Personal Finance channel as well as a
programming presence on other screens within the AOL service, with links from
those locations back to the Company's Web site.

In addition to the strategic relationships described above, the Company has
entered into agreements with numerous other distributors, including Big Charts,
CBS Marketwatch, CNNfn, Data Broadcasting Corp., Disclosure, Edgar Online,
Hoover's, PetroChemNet, Quote.com, StockPoint, WSRN and Ziff Davis Interactive
Investor, to further attract traffic to the Multex Investor Network and the
Company's other Web sites.

37
<PAGE>

SALES AND MARKETING

The Company sells its services through a sales and marketing organization,
which consisted of an aggregate of 36 employees at March 31, 1998. The sales
force is organized into geographic teams focused on sales of subscriptions to
MultexNET, sales of the MultexEXPRESS service, and sales of Multex Research-
On-Demand on a pay-per-view or subscription basis. The sales force develops
sales presentations, demonstrates the Company's services and manages the
complete sales cycle. The Company currently has sales personnel in New York,
Washington D.C. and London, as well as an independent representative in Hong
Kong, who are responsible for specific geographic territories as well as named
accounts and prospects around the world. The Company recently opened a sales
office in San Francisco and plans to add additional sales personnel from time
to time as necessary.

In addition to its direct sales efforts, the Company's services are also
sold over a growing number of third-party channels including Bloomberg,
Reuters, Disclosure and others, which reach institutional and individual
investors around the world. The Company believes that its presence on these
channels also serves as a significant and continuous source of brand marketing
for the Company and its services. See "--Strategic Distribution
Relationships."

To support its sales efforts, the Company employs a variety of methods to
market and promote its services and the Multex brand name. These methods
include direct mail, print advertisements, Internet advertisements, trade
shows and conferences, and telemarketing. In addition, the Company's quarterly
newsletter is designed to alert clients to new services and features and serve
as a vehicle for furthering brand awareness. The Company also utilizes its Web
site, which incorporates MX Investor Magazine, and which is continually
updated with corporate and industry news, new information about the Company's
services and other financial information, to provide links and other
registration opportunities, all designed to create awareness, generate leads
and sell services.

RESEARCH AND DEVELOPMENT

The Company's future success will depend upon its ability to maintain and
develop competitive technologies, to continue to enhance its current services
and to develop and introduce new services in a timely and cost-effective
manner that meet changing conditions such as evolving customer needs, new
competitive service offerings, emerging industry standards and rapidly
changing technology. The Company has a dedicated research and development
organization that develops new features and functionality for its existing
services as well as the software that supports new services. The research and
development team has expertise in network development and maintenance,
Internet and intranet protocols, software development, database maintenance
and development and a variety of programming tools and languages and operating
systems. At March 31, 1998, Multex had 21 employees engaged in research and
development. Research and development expenses were $1.4 million in 1996, $1.6
million in 1997 and $440,000 in the three months ended March 31, 1998. The
Company anticipates making substantial expenditures on research and
development in the future.

The market for investment analysis software is characterized by rapidly
changing technology, evolving industry standards in computer hardware,
programming tools, programming languages, operating systems, database
technology and information delivery systems, changes in customer requirements
and frequent new product introductions and enhancements. There can be no
assurance that the Company will be able to develop and market, on a timely
basis, if at all, service enhancements or new services that respond to
changing market conditions or that will be accepted by investors. Any failure
by the Company to anticipate or to respond quickly to changing market
conditions, or any significant delays in service development or introduction,
could cause users to delay or decide against purchases of the Company's
services and would have a material adverse effect on the Company's business,
financial condition and results of operations. See "Risk Factors--Emerging
Market for Electronic Investment Research."

CUSTOMER SERVICE AND NETWORK SUPPORT

The Company is committed to providing a high level of service and support to
its customers. As the Company's services are available to users 24 hours-a-
day, 7 days-a-week, the Company's network support

38
<PAGE>

services are continuously available. Customer service is generally available
weekdays from 8AM to 6PM (EST). Inquiries come in through the Company's Web
sites and via e-mail and telephone. At March 31, 1998, Multex had 27 employees
engaged in customer service and network support.

SYSTEM ARCHITECTURE AND TECHNOLOGY

Multex believes that its system architecture and proprietary technology
provides it with an important competitive advantage. Multex uses open standard
components including Windows NT, Microsoft Internet Information Server,
Microsoft SQL Server and Fulcrum Server. The infrastructure of the Company's
Production Site is built to provide continuous availability of service to the
clients over Internet and intranet channels. All the critical components of
the system are redundant, which allows continuous service in case of
unexpected component failure, maintenance and upgrades. The Company's
infrastructure is scalable, allowing Multex to quickly adjust to an expanding
client base and a research information database.

The Company's operations are dependent on its ability to maintain its
computer and telecommunications systems in effective working order and to
protect its systems against damage from fire, natural disaster, power loss,
telecommunications failure or similar events. Although the Company is
currently in the planning stages of acquiring and implementing a redundant
back-up, off-site computer system, this measure does not eliminate the
significant risk to the Company's operations from a natural disaster or system
failure at its principal site. In addition, any failure or delay in the timely
transmission or receipt of feeds and computer downloads from its information
providers, due to system failure of the information providers, the public
network or other failures, could disrupt the Company's operations. See "Risk
Factors--Risk of System Failure or Security Breach."

COMPETITION

The market for the electronic distribution of investment research and
related services is intensely competitive and such competition is expected to
continue to increase. The Company believes that its ability to compete depends
upon many factors within and beyond its control, including continuing
relationships with leading providers of investment research, the timing and
market acceptance of new services and enhancements to existing services
developed by the Company and its competitors, ease of use, performance, price,
reliability, customer service and support, and sales and marketing efforts.
The Company's competitors vary in size and in the scope and breadth of
services offered. Further, the Company encounters direct and indirect
competition from a number of sources, including traditional media, companies
that provide investment research (including investment banks and brokerage
firms that have their own Web sites), investment newsletters, personal
financial magazines and other Internet providers of either free or
subscription research services.

The Company believes that the principal competitive factors in attracting
and retaining information providers include the ability to provide full-text,
publication-quality research reports electronically on a real time basis,
relationships with institutional investors interested in receiving such
research and the flexibility of open architecture systems which enable any
computer user with access to a browser to receive research reports regardless
of which operating system controls the information provider's computer. The
Company believes that the principal competitive factors in attracting and
retaining subscribers include price of the service, the depth, breadth and
timeliness of content, the full-text search features available and the ease of
use. The Company believes that the principal competitive factors in attracting
advertisers will include the number of subscribers, the demographics of such
subscribers and the "pre-qualification" features that can be offered to
investment banks and brokerage firms. There can be no assurance that the
Company will be able to compete favorably with respect to these or any other
competitive factors.

The Company's MultexNET and Multex Research-On-Demand services compete with
large and well-established distributors of financial information, such as
First Call, Investext and I/B/E/S. In addition, the

39
<PAGE>

Company's MultexEXPRESS service competes with services provided by in-house
management information services personnel and independent systems integrators.
Numerous other competitors, such as Market Guide, Standard & Poor's, Moody's
and others offer similar investment research based services that compete, or
may in the future compete, directly and indirectly with the Company's
services. Many of the Company's existing competitors, as well as a number of
prospective competitors, have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than the Company. As a result, they may be
able to respond more quickly to new or emerging technologies and changes in
investor requirements, or to devote greater resources to the development,
promotion and sale of their services than the Company. Such competitors may be
able to undertake more extensive marketing campaigns, adopt more aggressive
pricing policies and make more attractive offers to potential employees,
subscribers, strategic partners and providers of investment research
information. See "Risk Factors--Competition."

INTELLECTUAL PROPERTY

The Company regards its intellectual property as critical to its future
success, and the Company relies upon copyright, patent, trade secret and
trademark laws in the United States and other jurisdictions to protect its
proprietary rights. The Company owns copyrights in the computer software and
on-line materials that it has developed or acquired, and currently holds
limited licenses to use and distribute certain software in which third parties
own copyrights, including software for electronic document and database
management. The Company has also entered into limited license agreements with
certain of the numerous investment banks, brokerage firms and other third-
party research providers that own the copyrights in research reports that the
Company distributes electronically. The Company distributes other research
reports without the benefit of written licenses with the providers of those
reports, solely on the basis of implied licenses that the Company believes
such providers have granted. There can be no assurance that the Company will
be able to maintain its licenses of research content or of third-party
software, that the Company will be able to obtain such licenses in the future
on commercially reasonable terms or at all, that the Company will be able to
continue to distribute those research reports for which it does not have
written licenses or that the Company's competitors will not be able to
independently develop competing software or on-line materials so as to avoid
infringing upon the Company's copyrights. Also, because the Company's licenses
of third-party software and research content are not exclusive, such software
and content is and will be available to the Company's current and future
competitors. The Company's failure to protect or secure ownership of, or to
maintain licensed rights to use and distribute software and content of others,
or the ability of the Company's competitors to obtain rights to distribute the
same research reports that the Company distributes, could have a material
adverse effect on the Company's business, results of operations and financial
condition.

The Company also relies on trade secret laws and has filed five patent
applications with the United States Patent and Trademark Office and
applications corresponding to three of those United States applications in
other countries through an international patent filing, to protect its
proprietary software technology and systems for electronic contribution,
storage, searching and distribution of investment research reports. To date,
no patents have been issued to the Company. There can be no assurance that any
of the Company's pending patent applications will be allowed, that any patents
will be issued to the Company even if the respective applications have been or
will be allowed, or that any patents that are issued to the Company will not
be successfully challenged by others and invalidated through administrative
agreements with employees, representatives, advisors and others. There can be
no assurance that such unauthorized use or disclosure, that employees of the
Company, its representatives and advisors and others will maintain the
confidentially of such trade secrets, or that such trade secrets will not
otherwise become known, or be independently developed, by competitors.

The Company relies upon and seeks to protect trademarks and service marks
that it currently uses, and those that it intends to use in the future,
through registration in the United States and other jurisdictions. The Company
has been granted United States federal and German registrations for MultexNET,
and two MultexNET logos, as trademarks and service marks, and has applied for
registration of the same marks in

40
<PAGE>

Japan, Taiwan, Hong Kong, the United Kingdom and the European Union. There can
be no assurance that any of the Company's pending trademark applications will
be allowed or granted and, if they are allowed or granted, that they, or any
of the registrations that have already been granted to the Company, will not
be successfully challenged by others and invalidated through administrative
process or litigation. The Company has not yet sought to register, in the
United States or elsewhere, other trademarks and service marks that it
currently uses or intends to use, including MultexEXPRESS, Multex Research-On-
Demand, Multex Investor Network and MX Investor Magazine. There can be no
assurance that the Company's use of and interest in such trademarks and
service marks will be subject to any legal protection in any of the
jurisdictions in which the Company now does business or might do business in
the future. As the Company's business is dependent on brand recognition in the
marketplace, any failure to maintain and protect the Company's trademarks and
service marks could have a material adverse effect on the Company's business,
results of operations and financial condition.

GOVERNMENT REGULATION

The Company is subject, both directly and indirectly, to various laws and
governmental regulations relating to its business. There are currently few
laws or regulations directly applicable to access to or commerce on commercial
online services or the Internet. However, due to the increasing popularity and
use of commercial online services and the Internet, it is possible that a
number of laws and regulations may be adopted with respect to commercial
online services and the Internet. Such laws and regulations may cover issues
such as user privacy, pricing and characteristics and quality of products and
services. Moreover, the applicability to commercial online services and the
Internet of existing laws governing issues such as property ownership, libel
and personal privacy is uncertain and could expose the Company to substantial
liability. Any such new legislation or regulation or the application of
existing laws and regulations to the Internet could have a material adverse
effect on the Company's business, results of operations and financial
condition.

Tax authorities in a number of states are currently reviewing the
appropriate tax treatment of companies engaged in Internet commerce. New state
tax regulations may subject the Company to additional state sales and income
taxes. As the Company's service is available over the Internet anywhere in the
world, multiple jurisdictions may claim that the Company is required to
qualify to do business as a foreign corporation in each such jurisdiction. The
failure by the Company to qualify as a foreign corporation in a jurisdiction
where it is required to do so could subject the Company to taxes and penalties
for the failure to qualify. It is possible that state and foreign governments
might also attempt to regulate the Company's transmissions of content on the
Company's Web sites or prosecute the Company for violations of their laws.
There can be no assurance that violations of local laws will not be alleged or
charged by state or foreign governments, that the Company might not
unintentionally violate such law or that such laws will not be modified, or
new laws enacted, in the future. See "Risk Factors--Government Regulation and
Legal Uncertainties."

41
<PAGE>

EMPLOYEES

At March 31, 1998, the Company employed 120 persons, of which 36 were in
sales and marketing, 27 were in network operations, 22 were in contributor
relations, 21 were in research and development and 14 were in accounting,
finance and administration. In addition, the Company retains the services of
one independent representative in Hong Kong to solicit research and
information providers. The Company's future success will depend in large part
upon its ability to attract and retain highly qualified employees. Competition
for such personnel, in particular technology professionals, is intense, and
there can be no assurance that the Company will be able to retain its senior
management or other key employees or that it will be able to attract and
retain additional qualified personnel in the future. The Company's employees
are not represented by any collective bargaining organization, and the Company
considers its relations with its employees to be good. See "Risk Factors--
Dependence on Key Personnel."

FACILITIES

The Company's corporate headquarters are located in New York, New York. The
Company leases approximately 20,000 square feet, under a lease which expires
in December 2000. The Company also leases space for its sales and marketing
efforts in San Francisco, Washington, D.C. and London. The Company currently
is seeking additional facilities and believes that it will be able to obtain
additional space as needed on commercially reasonable terms.

LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings.

42
<PAGE>

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

Directors, executive officers and other key employees of the Company, and
their ages as of June 30, 1998, are as follows:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Isaak Karaev(1)............. 51 Chairman, President and Chief Executive Officer
James M. Tousignant......... 37 Senior Vice President
Philip Callaghan............ 45 Chief Financial Officer
Gregg B. Amonette........... 45 Vice President, Sales and Marketing
John J. Mahoney............. 38 Vice President, Product Development
Mikhail Akselrod............ 43 Vice President, Operations
Malcolm Draper, Jr.......... 46 Vice President, RDG-Multex
William Ferguson............ 50 Managing Director, International Operations
Eduard Kitain............... 32 Vice President, Software Engineering
Philip Scheps............... 51 Vice President, Finance and Controller
Bruce E.H. Barlag........... 45 Director
Davis Gaynes(2)(3).......... 36 Director
I. Robert Greene(1)(2)...... 38 Director
Peter G. LaBonte............ 38 Director
Milton J. Pappas(1)(2)(3)... 69 Director
</TABLE>
- ---------------------
(1) Member of the Executive Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.

Isaak Karaev co-founded the Company in April 1993 and has served as
President and Chief Executive Officer and a director of the Company since that
time. In addition, Mr. Karaev served as Chairman of the Board of Directors
from the Company's inception to October 1996 and has served as Chairman of the
Board of Directors since April 1998. Before founding the Company, Mr. Karaev
was the Senior Vice President for Advanced Systems Development in the
Brokerage Services Information Group of Automatic Data Processing, Inc.
("ADP"), a provider of front-office market data services and back-office
processing to the financial services industry, from 1989 to April 1993. Mr.
Karaev was named to the Board of Directors pursuant to an agreement which will
terminate upon the consummation of the offering. However, he intends to
continue to serve on the Board of Directors following the consummation of the
offering.

James M. Tousignant co-founded the Company in April 1993 and has served as
the Company's Senior Vice President since that time. Before founding the
Company, Mr. Tousignant was Senior Director of Sales in the Brokerage Services
Information Group of ADP from 1989 to April 1993.

Philip Callaghan has served as the Company's Chief Financial Officer since
December 1996. From 1992 to November 1996, Mr. Callaghan was Executive Vice
President and Chief Financial Officer of Graff Pay-Per-View, Inc., a company
distributing programming to the cable and direct satellite industries in the
United States and Europe. He served as the Managing Director of Media Computer
Systems Limited, a software developer for the radio and television industries,
from 1989 to 1992. From 1987 to 1989, Mr. Callaghan was Financial Director of
MTV Europe.

Gregg B. Amonette has served as the Company's Vice President, Sales and
Marketing since August 1996. From January 1995 to July 1996, Mr. Amonette was
Vice President and General Manager of Micrognosis, Inc., a division of CSK
Software, Inc., a provider of bank and brokerage trading-room software and
technology. From 1984 to December 1994, Mr. Amonette served in various
capacities in the Brokerage Services Information Group of ADP, including most
recently as Vice President of Retail Sales.

43
<PAGE>

John J. Mahoney has served as the Company's Vice President, Product
Development since April 1993. Prior to joining the Company, Mr. Mahoney was
Vice President in the Brokerage Services Information Group of ADP from 1989 to
April 1993.

Mikhail Akselrod joined the Company in April 1993 and has served as the
Company's Vice President of Operations since April 1997. Prior to joining the
Company, Mr. Akselrod was an independent software consultant from 1991 to
March 1993 and previously was Chief Engineer at R.H. Lytle Co., an independent
systems integration consulting firm, from 1989 to 1991.

Malcolm Draper, Jr. has served as the Company's Vice President, RDG-Multex
Systems, Inc. since April 1998, and served as the Company's Vice President,
International Operations from April 1997 to April 1998 and as its Vice
President, Operations from May 1995 to April 1997. Prior to joining the
Company, Mr. Draper was Chief Financial and Administrative Officer of Paresco,
Inc., an asset management company, from March 1994 to April 1995. From 1991 to
February 1994, he was Manager of Software Development at Quies Corp., a
software company.

William Ferguson has served as the Company's Managing Director,
International Operations since February 1998. From September 1997 to January
1998, Mr. Ferguson was an independent consultant. From 1989 to September 1997,
Mr. Ferguson served as President of Thomson Technical Data Corporation, a
division of Thomson Financial Services, Inc. delivering real time fundamental
and technical analysis to bond, foreign exchange and derivative professionals.

Eduard Kitain has served as the Company's Vice President, Software
Engineering since January 1997 and has held various positions with the Company
since November 1993. From 1992 to October 1993, Mr. Kitain was a programmer
analyst for Cashflow Software, Inc., a software development company.

Philip Scheps has served as the Company's Vice President of Finance and
Controller since December 1993. Prior to joining the Company, Mr. Scheps
served as Controller of Harve Benard Ltd., a wholesale and retail apparel
company, from 1990 to November 1993.

Bruce E.H. Barlag has served as a director of the Company since July 1997.
Mr. Barlag founded and has served as President and Chief Executive Officer of
Crater Valley Enterprises, an Internet company, since April 1998. From October
1997 to April 1998, Mr. Barlag was a management consultant. Mr. Barlag was
Executive Vice President, Interactive Services, and member of the senior
management team at Gartner Group, Inc. from September 1994 to October 1997.
From 1985 to September 1994, Mr. Barlag was the President and Chief Executive
Officer of New Science Association, Inc. Mr. Barlag was named to the Board of
Directors pursuant to an agreement which will terminate upon the consummation
of the offering.

Davis Gaynes has served as a director of the Company since February 1997.
Since April 1995, Mr. Gaynes has been Executive Vice President for Reuters
America Holdings Inc., an affiliate of Reuters Holdings PLC ("Reuters"), a
news and information organization. Mr. Gaynes currently serves as Executive
Vice President of Sales and Marketing of Instinet Corporation, a wholly owned
subsidiary of Reuters, that provides electronic brokerage services to
investment professionals worldwide. He has held various positions at Instinet
Corporation since 1984. Reuters America Inc. is a significant stockholder of
the Company. Mr. Gaynes was named to the Board of Directors pursuant to an
agreement which will terminate upon the consummation of the offering.

I. Robert Greene has served as a director of the Company since July 1996.
Since August 1994, Mr. Greene has been a Principal with Chase Capital
Partners, a global private equity organization. From 1988 to July 1994, he was
an Associate, a Director and a Principal of Prudential Equity Investors. Chase
Capital Partners is a significant stockholder of the Company. Mr. Greene was
named to the Board of Directors pursuant to an agreement which will terminate
upon the consummation of the offering.

44
<PAGE>

Peter G. LaBonte has served as a director of the Company since April 1998.
Mr. LaBonte is currently Vice President, International Marketing of Reuters
Limited, a position he has held since January 1997. From April 1996 to
February 1997, he was a Managing Director, Emerging Markets Services of
Moody's Investors Services. From March 1995 to April 1996, Mr. LaBonte served
as Vice President, Fidelity Brokerage Group of Fidelity Investments. From 1988
to March 1995, he was Vice President, Capital International of Morgan Stanley
& Co. Reuters is a significant stockholder of the Company. Mr. LaBonte was
named to the Board of Directors pursuant to an agreement which will terminate
upon the consummation of the offering.

Milton J. Pappas has served as a director of the Company from November 1993
to March 1994, and since July 1996. In addition, Mr. Pappas served as Chairman
of the Board of Directors from October 1996 to April 1998. Since 1983, Mr.
Pappas has served as Chairman of Euclid Partners Corporation, a management
company providing services to certain venture capital investment funds,
including Euclid Partners III, L.P. and Euclid Partners IV, L.P (collectively,
"Euclid Partners"). Mr. Pappas serves as a director of Netegrity, Inc., a
provider of Web security products. Euclid Partners is a significant
stockholder of the Company. Mr. Pappas was named to the Board of Directors
pursuant to an agreement which will terminate upon the consummation of the
offering.

COMPOSITION OF THE BOARD OF DIRECTORS

Effective upon the consummation of this offering, the Board of Directors
will be divided into three classes, each of whose members will serve for a
staggered three-year term. Upon the expiration of the term of a class of
directors, directors in such class will be elected for three-year terms at the
annual meeting of stockholders in the year in which such term expires.

BOARD COMMITTEES

The Audit Committee of the Board of Directors reviews, acts on and reports
to the Board of Directors with respect to various auditing and accounting
matters, including the selection of the Company's auditors, the scope of the
annual audits, fees to be paid to the auditors, the performance of the
Company's independent auditors and the accounting practices of the Company.
The members of the Audit Committee are Messrs. Gaynes and Pappas.

The Compensation Committee of the Board of Directors and determines the
salaries and incentive compensation of the officers of the Company and
provides recommendations for the salaries and incentive compensation of the
other employees and the representatives of the Company. The Compensation
Committee also administers the Company's various incentive compensation, stock
and benefit plans. The members of the Compensation Committee are Messrs.
Gaynes, Greene and Pappas.

The Executive Committee of the Board of Directors meets periodically with
management to advise upon and approve the details of the execution of strategy
decided at Board meetings, and to consider strategic developments that may
arise between the regularly scheduled Board meetings. The members of the
Executive Committee are Messrs. Greene, Karaev and Pappas.

DIRECTOR COMPENSATION

The Company does not currently compensate its directors for attending Board
of Directors or committee meetings, but reimburses directors for their
reasonable travel expenses incurred in connection with attending meetings of
the Board of Directors or committees of the Board of Directors. Bruce E.H.
Barlag is the only non-employee director who has received cash compensation
from the Company. In addition to the award of an option of 4,500 shares
granted in April 1998, the Company has an arrangement under which Mr. Barlag
is a consultant for the Company from time to time. To date, Mr. Barlag has
earned $2,000 as a result of this arrangement. The Company does not anticipate
incurring any significant future costs as a result of the arrangement.

45
<PAGE>

Under the Automatic Option Grant Program of the 1998 Stock Option Plan (as
defined below under "--1998 Stock Option Plan"), and subject to the last
sentence of this paragraph, each individual who is serving as a non-employee
member of the Board of Directors at the time the Registration Statement of
which this Prospectus forms a part is declared effective and who has not
previously been in the employ of the Company will receive at that time an
option grant for 8,000 shares of Common Stock with an exercise price equal to
the Price to Public set forth on the cover page of this Prospectus. Each
individual who first joins the Board of Directors after the effective date of
this Offering as a non-employee member of the Board of Directors will also
receive an option grant for 8,000 shares of Common Stock at the time of his or
her commencement of service on the Board of Directors, provided such
individual has not otherwise been in the prior employ of the Company. In
addition, at each Annual Stockholders Meeting, beginning with the 1999 Annual
Meeting, each individual who is to continue to serve as a non-employee member
of the Board of Directors will receive an option grant to purchase 2,500
shares of Common Stock, whether or not such individual has been in the prior
employ of the Company. However, any non-employee member of the Board of
Directors who, directly or indirectly, is a 5% or greater stockholder or is
affiliated with or a representative of a 5% or greater stockholder, shall not
be eligible to receive any option grants under the Automatic Option Grant
Program.

EXECUTIVE COMPENSATION

The following table sets forth all compensation earned during the fiscal
year ended December 31, 1997 by the Company's Chief Executive Officer and its
other four most highly compensated executive officers of the Company whose
salary and bonus exceeded $100,000 in 1997 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation(1) Awards
----------------- ---------------------
Securities Underlying
Name and Principal Position Salary Bonus Options
- --------------------------- -------- -------- ---------------------
<S> <C> <C> <C>
Isaak Karaev............................ $199,615 -- 316,667
President and Chief Executive Officer
James M. Tousignant..................... 124,885 $100,000 16,667
Senior Vice President
Philip Callaghan........................ 125,385 50,000 66,667(2)
Chief Financial Officer
Gregg B. Amonette....................... 127,212 50,000 66,667(3)
Vice President, Sales and Marketing
John J. Mahoney......................... 121,923 50,000 25,000(4)
Vice President, Product Development
</TABLE>
- ----------------
(1) The column for "Other Annual Compensation" has been omitted because there
is no compensation required to be reported in such column. The aggregate
amount of perquisites and other personal benefits provided to each Named
Executive Officer is less than 10% of the total annual salary and bonus of
such officer.

(2) Includes an option for 50,000 shares granted in December 1996 and amended
in April 1997 to reduce the exercise price; all other terms of the option
remained unchanged.

(3) Includes options for an aggregate of 50,000 shares granted in August 1996
and January 1997, and amended in April 1997 to reduce the exercise price;
all other terms of the option remained unchanged.

(4) Consists of an option for 25,000 shares granted in January 1997 and
amended in April 1997 to reduce the exercise price; all other terms of the
option remained unchanged.

46
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding options granted
to the Named Executive Officers during the fiscal year ended December 31,
1997. The Company has never granted any stock appreciation rights.

<TABLE>
<CAPTION>
Individual Grants(1)
-------------------------------------------------------
Potential Realizable Value
Number of Percent of Total at Assumed Annual Rates
Securities Options Of Stock Price Appreciation
Underlying Granted to For Option Term(3)
Options Employees Exercise Price Expiration ----------------------------
Name Granted In 1997(2) Per Share($) Date 5% 10%
- ---- ---------- ---------------- -------------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Isaak Karaev............ 100,000(4) 10.7% $0.83 04/16/02 $ 13,221 $ 38,288
216,667(5) 23.3 0.83 04/16/02 28,646 82,958
James M. Tousignant..... 16,667 1.8 0.75 12/16/07 7,861 19,922
Philip Callaghan........ 50,000(6) 5.4 0.75 12/01/06 20,675 50,923
16,667 1.8 0.75 12/16/07 7,861 19,922
Gregg B. Amonette....... 33,333(6) 3.6 0.75 07/31/06 13,783 33,948
16,667(6) 1.8 0.75 12/31/06 6,892 16,975
16,667 1.8 0.75 10/20/07 7,861 19,922
John J. Mahoney......... 25,000(6) 2.7 0.75 12/31/06 10,337 25,462
</TABLE>
- ---------------------

(1) Each option represents the right to purchase one share of Common Stock.
The options shown in this column are all incentive stock options granted
pursuant to the Company's 1993 Stock Incentive Plan. The options shown in
this table, except as otherwise indicated below, become exercisable at a
rate of 25% annually over four years from the date of grant. To the extent
not already exercisable, certain of these options may become exercisable
in the event of a merger in which the Company is not the surviving
corporation or upon the sale of substantially all of the Company's assets.
See "--1998 Stock Option Plan."
(2) In the year ended December 31, 1997, the Company granted options to
purchase an aggregate of 930,667 shares of Common Stock. The percentages
in this column exclude, for purposes of calculating the denominator, all
options granted prior to 1997 that were re-priced in April 1997.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% assumed annual rates of compounded stock price appreciation are
mandated by rules of the Securities and Exchange Commission (the
"Commission") and do not represent the Company's estimate or projection of
the Company's future Common Stock prices. These amounts represent certain
assumed rates of appreciation in the value of the Company's Common Stock
from the fair market value on the date of grant. Actual gains, if any, on
stock option exercises are dependent on the future performance of the
Common Stock and overall stock market conditions. The amounts reflected in
the table may not necessarily be achieved.
(4) The option is fully exercisable.
(5) The option vests (i) with respect to 100,000 shares when total revenue in
any twelve month period exceeds $7.0 million and (ii) vests with respect
to 116,667 shares when total revenue in any twelve month period exceeds
$12.0 million.

(6) In April 1997, the Board of Directors amended all outstanding options with
exercise prices in excess of $0.75 per share to reduce the exercise price
thereof to $0.75 per share. The option was granted to Mr. Callaghan in
December 1996; the options were granted to Mr. Amonette in August 1996 and
January 1997, respectively; and the option was granted to Mr. Mahoney in
January 1997. All of such options were amended in April 1997 to reduce the
exercise price thereof to $0.75 per share.

47
<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth certain information concerning options to
purchase Common Stock exercised by the Named Executive Officers during the
year ended December 31, 1997 and the number and value of unexercised options
held by each of the Named Executive Officers at December 31, 1997.

<TABLE>
<CAPTION>
Number of Securities
Number of Subject to Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired December 31, 1997 at December 31, 1997(1)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Isaak Karaev............ 25,000 $18,000 100,000 216,667 $ 0 $ 0
James M. Tousignant..... -- -- 8,333 25,000 6,000 6,000
Philip Callaghan........ -- -- 12,500 54,167 0 0
Gregg B. Amonette....... -- -- 8,333 58,334 0 0
John J. Mahoney......... -- -- 50,000 41,667 36,000 12,000
</TABLE>
- ---------------------

(1) There was no public trading market for the Common Stock as of December 31,
1997.

EMPLOYMENT AND NON-COMPETITION AGREEMENTS

None of the Company's executive officers has an employment agreement with
the Company. All executive officers have entered into agreements with the
Company which generally contain certain non-competition, non-disclosure and
non-solicitation restrictions and covenants, including a provision prohibiting
such officers from competing with the Company during their employment with the
Company and for a period of nine months thereafter.

1998 STOCK OPTION PLAN

The Company intends to adopt the 1998 Stock Option Plan (the "1998 Stock
Option Plan"), which is intended to serve as the successor equity incentive
program to the Company's existing 1993 Stock Incentive Plan (the "Predecessor
Plan"). The 1998 Stock Option Plan will become effective on , 1998 upon
adoption by the Board of Directors and ratification by its stockholders.
1,500,000 shares of Common Stock have initially been authorized for issuance
under the 1998 Stock Option Plan. This initial share reserve is comprised of
(i) the shares which remained available for issuance under the Predecessor
Plan on the effective date of the 1998 Stock Option Plan, including the shares
subject to outstanding options thereunder, plus (ii) an additional increase of
approximately 1,000,000 shares. In addition, the share reserve will
automatically be increased on the first trading day of January each calendar
year, beginning in January 2000, by a number of shares equal to three percent
(3%) of the total number of shares of Common Stock outstanding on the last
trading day of the immediately preceding calendar year, but no such annual
increase shall exceed 500,000 shares. However, in no event may any one
participant in the 1998 Stock Option Plan receive option grants or direct
stock issuances for more than 250,000 shares in the aggregate per calendar
year.

Outstanding options under the Predecessor Plan will be incorporated into the
1998 Stock Option Plan upon the effective date of this offering, and no
further option grants will be made under the Predecessor Plan. The
incorporated options will continue to be governed by their existing terms,
unless the Plan Administrator elects to extend one or more features of the
1998 Stock Option Plan to those options. However, except as otherwise noted
below, the outstanding options under the Predecessor Plan contain
substantially the same terms and conditions summarized below for the
Discretionary Option Grant Program in effect under the 1998 Stock Option Plan.

The 1998 Stock Option Plan is divided into four separate components: (i) the
Discretionary Option Grant Program under which eligible individuals in the
Company's employ or service (including officers, non-employee members of the
Board of Directors and consultants) may, at the discretion of the Plan
Administrator, be granted options to purchase shares of Common Stock at an
exercise price determined by

48
<PAGE>

the Plan Administrator, (ii) the Stock Issuance Program under which such
individuals may, in the Plan Administrator's discretion, be issued shares of
Common Stock directly, through the purchase of such shares at a price
determined by the Plan Administrator or as a bonus tied to the performance of
services, (iii) the Salary Investment Option Grant Program under which
executive officers and other highly compensated employees may elect to apply a
portion of their base salary to the acquisition of special below-market stock
option grants and (iv) the Automatic Option Grant Program under which option
grants will automatically be made at periodic intervals to eligible non-
employee Board members to purchase shares of Common Stock at an exercise price
equal to 100% of the fair market value of those shares on the grant date.

The Discretionary Option Grant Program and the Stock Issuance Program will
be administered by the Compensation Committee of the Board of Directors. The
Compensation Committee, as Plan Administrator, will have complete discretion
to determine which eligible individuals are to receive option grants or stock
issuances, the time or times when such option grants or stock issuances are to
be made, the number of shares subject to each such grant or issuance, the
status of any granted option as either an incentive stock option or a non-
statutory stock option under the Federal tax laws, the vesting schedule to be
in effect for the option grant or stock issuance and the maximum term for
which any granted option is to remain outstanding. The Compensation Committee
will also have the authority to select the executive officers and other highly
compensated employees who may participate in the Salary Investment Option
Grant Program in the event that program is activated for one or more calendar
years, but neither the Compensation Committee nor the Board of Directors will
exercise any administrative discretion with respect to option grants made
under the Salary Investment Option Grant Program or under the Automatic Option
Grant Program for the non-employee members of the Board of Directors. All
grants under those two latter programs will be made in compliance with the
express provisions of each such program.

The exercise price for the shares of Common Stock subject to option grants
made under the 1998 Stock Option Plan may be paid in cash or in shares of
Common Stock valued at fair market value on the exercise date. The option may
also be exercised through a same-day sale program without any cash outlay by
the optionee. In addition, the Plan Administrator may provide financial
assistance to one or more participants in the 1998 Stock Option Plan in
connection with their acquisition of shares, by allowing such individuals to
deliver a full-recourse, interest-bearing promissory note in payment of the
option exercise price and or direct issue price any associated withholding
taxes incurred in connection with such acquisition.

In the event of an acquisition of the Company, whether by merger or asset
sale or a sale by the stockholders of more than 50% of the total combined
voting power of the Company recommended by the Board of Directors, each
outstanding option under the Discretionary Option Grant Program which is not
to be assumed by the successor corporation or otherwise continued will
automatically accelerate in full, and all unvested shares under the
Discretionary Option Grant and Stock Issuance Programs will immediately vest,
except to the extent the Company's repurchase rights with respect to those
shares are to be assigned to the successor corporation or otherwise continued
in effect. The Plan Administrator will have the authority under the
Discretionary Option Grant Program to provide that the shares subject to
options granted under that program will automatically vest (i) upon an
acquisition of the Company, whether or not those options are assumed or
continued, (ii) a hostile change in control of the Company effected through a
successful tender offer for more than 50% of the Company's outstanding voting
stock or by proxy contest for the election of members of the Board of
Directors or (iii) in the event the individual's service is terminated,
whether involuntarily or through a resignation for good reason, within a
designated period (not to exceed eighteen (18) months) following an
acquisition in which those options are assumed or otherwise continued in
effect or a hostile change in control. The vesting of outstanding shares under
the Stock Issuance Program may be accelerated upon similar terms and
conditions. Options currently outstanding under the Predecessor Plan will be
adjusted in the event of a merger, consolidation or reorganization of the
Company as determined by the Plan Administrator; such options are not by their
terms subject to acceleration at the time of an acquisition or a change in
control or upon the termination of the optionee's service following an
acquisition in which those options are assumed or a change in control of the
Company.

49
<PAGE>

Stock appreciation rights are authorized for issuance under the
Discretionary Option Grant Program which provide the holders with the election
to surrender their outstanding options for an appreciation distribution from
the Company equal to the excess of (i) the fair market value of the vested
shares of Common Stock subject to the surrendered option over (ii) the
aggregate exercise price payable for such shares. Such appreciation
distribution may be made in cash or in shares of Common Stock. There are
currently no outstanding stock appreciation rights under the Predecessor Plan.

The Plan Administrator has the authority to effect the cancellation of
outstanding options under the Discretionary Option Grant Program (including
options incorporated from the Predecessor Plan) in return for the grant of new
options for the same or different number of option shares with an exercise
price per share based upon the fair market value of the Common Stock on the
new grant date.

In the event the Compensation Committee elects to activate the Salary
Investment Option Grant Program for one or more calendar years, each executive
officer and other highly compensated employee of the Company selected for
participation may elect, prior to the start of the calendar year, to reduce
his or her base salary for that calendar year by a specified dollar amount not
less than $10,000 nor more than $50,000. In return, the individual will
automatically be granted, on the first trading day in the calendar year for
which the salary reduction is to be in effect, a non-statutory option to
purchase that number of shares of Common Stock determined by dividing the
salary reduction amount by two-thirds of the fair market value per share of
Common Stock on the grant date. The option will be exercisable at a price per
share equal to one-third of the fair market value of the option shares on the
grant date. As a result, the total spread on the option shares at the time of
grant will be equal to the salary reduction amount. The option will become
exercisable in a series of twelve (12) equal monthly installments over the
calendar year for which the salary reduction is to be in effect and will be
subject to full and immediate vesting upon certain changes in the ownership or
control of the Company.

Under the Automatic Option Grant Program, and subject to the last sentence
of this paragraph, each individual who is serving as a non-employee member of
the Board of Directors at the time the Registration Statement of which this
Prospectus forms a part is declared effective and who has not previously been
in the employ of the Company will receive at that time an option grant for
8,000 shares of Common Stock with a exercise price equal to the Price to
Public set forth on the cover page of this Prospectus. Each individual who
first joins the Board of Directors after the effective date of this Offering
as a non-employee member of the Board of Directors will also receive an option
grant for 8,000 shares of Common Stock at the time of his or her commencement
of service on the Board of Directors, provided such individual has not
otherwise been in the prior employ of the Company. In addition, at each Annual
Stockholders Meeting, beginning with the 1999 Annual Meeting, each individual
who is to continue to serve as a non-employee member on the Board of Directors
will receive an option grant to purchase 2,500 shares of Common Stock, whether
or not such individual has been in the prior employ of the Company. However,
any non-employee member of the Board of Directors who, directly or indirectly,
is a 5% or greater stockholder or is affiliated with or a representative of a
5% or greater stockholder, shall not be eligible to receive any option grants
under the Automatic Option Grant Program.

Each automatic grant will have an exercise price equal to the fair market
value per share of Common Stock on the grant date and will have a maximum term
of 10 years, subject to earlier termination following the optionee's cessation
of service on the Board of Directors. Each automatic option will be
immediately exercisable; however, any shares purchased upon exercise of the
option will be subject to repurchase, at the option exercise price paid per
share, should the optionee's service as a non-employee member of the Board of
Directors cease prior to vesting in the shares. The 8,000-share grant will
vest in four equal and successive annual installments over the optionee's
period of service on the Board of Directors. Each additional 2,500-share grant
will vest upon the optionee's completion of one year of service on the Board
of Directors measured from the grant date. However, each outstanding option
will immediately vest upon (i) certain changes in the ownership or control of
the Company or (ii) the death or disability of the optionee while serving as a
member of the Board of Directors.

Limited stock appreciation rights will automatically be included as part of
each grant made under the Automatic Option Grant and Salary Investment Option
Grant Programs and may be granted to one or more officers of the Company as
part of their option grants under the Discretionary Option Grant Program.
Options

50
<PAGE>

with such a limited stock appreciation right may be surrendered to the Company
upon the successful completion of a hostile tender offer for more than 50% of
the Company's outstanding voting stock. In return for the surrendered option,
the optionee will be entitled to a cash distribution from the Company in an
amount per surrendered option share equal to the excess of (i) the highest
price per share of Common Stock paid in connection with the tender offer over
(ii) the exercise price payable for such share.

The Board of Directors may amend or modify the 1998 Stock Option Plan at any
time, subject to any required stockholder approval. The 1998 Stock Option Plan
will terminate on the earliest of (i) ten years after the date that the Board
of Directors adopts the 1998 Stock Option Plan, (ii) the date on which all
shares available for issuance under the 1998 Stock Option Plan have been
issued as fully-vested shares or (iii) the termination of all outstanding
options in connection with certain changes in control or ownership of the
Company.

EMPLOYEE STOCK PURCHASE PLAN

The Company intends to adopt the Employee Stock Purchase Plan (the "Employee
Stock Purchase Plan"). The Employee Stock Purchase Plan will become effective
on , 1998 upon adoption by the Board of Directors and ratification by its
stockholders. The Employee Stock Purchase Plan is designed to allow eligible
employees of the Company and participating subsidiaries to purchase shares of
Common Stock, at semi-annual intervals, through their periodic payroll
deductions under the Employee Stock Purchase Plan, and a reserve of 500,000
shares of Common Stock has been established for this purpose.

The Employee Stock Purchase Plan will be implemented in a series of
successive offering periods, each with a maximum duration of 24 months.
However, the initial offering period will begin on the day the Underwriting
Agreement is executed in connection with this offering and will end on the
last business day in July 2000. The next offering period will commence on the
first business day in August 2000, and subsequent offering periods will
commence as designated by the Plan Administrator.

Individuals who are eligible employees on the start date of any offering
period may enter the Employee Stock Purchase Plan on that start date or on any
subsequent semi-annual entry date (February 1 or August 1 each year).
Individuals who become eligible employees after the start date of the offering
period may join the Employee Stock Purchase Plan on any subsequent semi-annual
entry date within that period.

Payroll deductions may not exceed 10% of the participant's total cash
compensation for each semi-annual period of participation, and the accumulated
payroll deductions will be applied to the purchase of shares on the
participant's behalf on each semi-annual purchase date (the last business day
in January and July each year), at a purchase price per share not less than
eighty-five percent (85%) of the lower of (i) the fair market value of the
Common Stock on the participant's entry date into the offering period or (ii)
the fair market value on the semi-annual purchase date. In no event, however,
may any participant purchase more than 1,000 shares, nor may all participants
in the aggregate purchase more than 125,000 shares on any one semi-annual
purchase date. Should the fair market value of the Common Stock on any semi-
annual purchase date be less than the fair market value of the Common Stock on
the first day of the offering period, then the current offering period will
automatically end and a new offering period will begin, based on the lower
fair market value.

The Board of Directors may amend or modify the Employee Stock Purchase Plan
following any semi-annual purchase date. The Employee Stock Purchase Plan will
terminate on the last business day in July 2008, unless sooner terminated by
the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee consists of Messrs. Gaynes, Greene and
Pappas, none of whom has been an officer or employee of the Company at any
time since the Company's inception. No executive officer of the Company serves
as a member of the board of directors or compensation committee of any entity
that has one or more executive officers serving as a member of the Company's
Board of Directors or Compensation Committee. Prior to the formation of the
Compensation Committee, the Board of Directors as a whole made decisions
relating to compensation of the Company's executive officers.

51
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under an agreement dated December 18, 1997, Multex and Reuters, a
stockholder of the Company, agreed to transition users of Reuters Broker
Research from the then existing client server based delivery platform to an
intranet platform known as the Reuters Web. Multex granted a license to
Reuters for 1998 to receive, store, use, sell, market and distribute the
Multex research database to Reuters subscribers in return for a fixed license
fee. In addition, Reuters agreed to continue to pay the fees stipulated under
the June 1, 1995 agreement for users who continued to access the database via
the client server based delivery platform during 1998. The parties are in
negotiations as to the terms on which the services will be provided in 1999.

In November 1993 and March 1994, respectively, the Company sold 25,000
shares of Series A Redeemable Preferred Stock to Euclid Partners III, L.P.,
Isaak Karaev and certain other investors for an aggregate offering amount of
$2,500,000. In November 1994, the Company sold 36,666 shares of Series B
Redeemable Preferred Stock to Euclid Partners III, L.P., 77 Capital Partners,
L.P., Venture Fund I, L.P. and certain other investors for an aggregate
offering amount of $5,500,000. In 1996, the Company sold 100,000 shares of
Series C Redeemable Preferred Stock in various tranches to Chase Venture
Capital Associates, L.P., Euclid Partners III and IV, L.P., Reuters America,
Inc., Softbank Ventures, Inc., 77 Capital Partners, L.P., Venture Fund I, L.P.
and certain other investors for an aggregate offering amount of $15,000,000.
In July 1997, the Company sold 55,556 shares of Series D Redeemable Preferred
Stock to Chase Venture Capital Associates, L.P., Euclid Partners IV, L.P.,
Reuters America, Inc. and certain other investors for an aggregate offering
amount of $10,000,000. Upon the consummation of this offering, all of these
outstanding shares of Redeemable Preferred Stock will be automatically
converted into shares of Common Stock.

Certain of the Underwriters are subscribers of the Company's services. See
"Underwriting."

52
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of April 30, 1998 (after giving
effect to the Preferred Stock Conversion, and as adjusted to reflect the sale
of the shares of Common Stock offered hereby) by (i) each person (or group of
affiliated persons) who is known by the Company to beneficially own 5% or more
of the outstanding shares of Common Stock, (ii) each director and Named
Executive Officer of the Company, (iii) all directors and executive officers
of the Company as a group, and (iv) by each Over-Allotment Selling
Stockholder. Unless otherwise indicated, the address of each beneficial owner
listed below is c/o Multex Systems, Inc., 33 Maiden Lane, 5th Floor, New York,
New York 10038.
<TABLE>
<CAPTION>
PERCENT
BENEFICIALLY
OWNED(1)
NUMBER --------------------
OF BEFORE AFTER
BENEFICIAL OWNER SHARES(1) OFFERING OFFERING(2)
- ---------------- --------- -------- -----------
<S> <C> <C> <C>
EXECUTIVE OFFICERS AND DIRECTORS:
Isaak Karaev (3)................................ 788,445 8.5% 6.4%
James M. Tousignant............................. 145,833 1.6 1.2
Philip Callaghan (4)............................ 25,000 * *
Gregg B. Amonette............................... 12,500 * *
John J. Mahoney (5)............................. 106,250 1.2 *
Bruce E. H. Barlag.............................. -- -- --
Davis Gaynes (6)................................ 1,296,296 14.2 10.7
I. Robert Greene (7)............................ 1,414,745 15.5 11.7
Peter G. LaBonte (8)............................ 1,296,296 14.2 10.7
Milton J. Pappas (9)............................ 1,226,852 13.5 10.1
All directors and executive officers as a group
(10 persons) (10).............................. 6,312,217 67.7 51.2
OTHER 5% STOCKHOLDERS:
Chase Venture Capital Associates, L.P. (11)..... 1,414,745 15.5 11.7
Euclid Partners III, L.P. (12).................. 666,667 7.3 5.5
Euclid Partners IV, L.P. (13)................... 560,185 6.2 4.6
Multex Voting Trust (14)........................ 1,870,417 20.5 --
Reuters America, Inc. (15)...................... 1,296,296 14.2 10.7
77 Capital Partners, L.P. (16).................. 666,667 7.3 5.5
Softbank Ventures, Inc. (17).................... 722,222 7.9 6.0
Venture Fund I, L.P. (18)....................... 611,100 6.7 5.1
</TABLE>
- ---------------------
* Less than one percent.

(1) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to securities. Except as indicated by footnote, the Company believes,
based on information furnished by such persons, that the persons named in
the table above have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them. Percentage of
beneficial ownership is based on 9,111,157 shares of Common Stock
outstanding as of April 30, 1998, and 12,111,157 shares of Common Stock
outstanding after the completion of this offering. In computing the
number of shares of Common Stock subject to options held by that person
that are exercisable within 60 days of April 30, 1998, such shares are
deemed outstanding. Such shares, however, are not deemed outstanding for
the purpose of computing the percentage ownership of any other person.

(2) Assumes no exercise of the underwriters over-allotment option. If the
over-allotment option is exercised in full, the following stockholders
will sell the following number of additional shares: George C. Baird,
III, 12,000 shares; Thomas V. D'Ambrosio, 2,000 shares; Jane Gavronsky,
16,667 shares; Gregory Ginsburg, 3,333 shares; Isaak Karaev, 46,667
shares; Yefim Karayev, 3,333 shares; Mikhail Kolfman, 6,667 shares; John
Mahoney, 5,000 shares; Olympia Romero, 667 shares; Philip Scheps, 600
shares; James M. Tousignant, 13,333 shares; Daniel J. Zeidman, 8,333
shares; and Morton I. Zeidman, 8,333 shares.

53
<PAGE>

(3) Includes 200,000 shares of Common Stock issuable upon the exercise of
stock options which are exercisable within 60 days of April 30, 1998.
Does not include the shares of Common Stock held by others through the
tMultex Voting Trust, of which Mr. Karaev is the trustee. See Note 14
below.

(4) Includes 12,500 shares of Common Stock issuable upon the exercise of
stock options which are exercisable within 60 days of April 30, 1998.

(5) Includes 6,250 shares of Common Stock issuable upon the exercise of stock
options which are exercisable within 60 days of April 30, 1998.

(6) Consists of 1,296,296 shares of Common Stock held by Reuters America
Inc. Mr. Gaynes serves as Executive Vice President of Reuters America
Holdings, an affiliate of Reuters America Inc., and disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest,
if any. The address of Reuters America Inc. is 1700 Broadway, 40th
Floor, New York, New York 10019.

(7) Consists of 1,414,745 shares of Common Stock held by Chase Venture
Capital Associates, L.P., of which Chase Capital Partners is a General
Partner. Mr. Greene is a Principal of Chase Capital Partners. In such
capacity, Mr. Greene may be deemed to be the beneficial owner of such
shares, although he disclaims beneficial ownership except to the extent
of his pecuniary interest, if any. The address of Chase Venture Capital
Associates, L.P. is 380 Madison Avenue, 12th Floor, New York, New York
10017.

(8) Consists of 1,296,296 shares of Common Stock held by Reuters America
Inc., of which Mr. LaBonte serves as a Vice President. In such capacity,
Mr. LaBonte may be deemed to be the beneficial owner of such shares,
although he disclaims beneficial ownership except to the extent of his
pecuniary interest, if any. The address of Reuters America Inc. is 1700
Broadway, 40th Floor, New York, New York 10019.

(9) Consists of (i) 666,667 shares of Common Stock held by Euclid Partners
III, L.P., of which Mr. Pappas is a General Partner and (ii) 560,185
shares of Common Stock held by Euclid Partners IV, L.P., of which Mr.
Pappas is a General Partner. In such capacities, Mr. Pappas may be deemed
to be the beneficial owner of such shares, although he disclaims
beneficial ownership except to the extent of his pecuniary interest, if
any. The address of the entities associated with Euclid Partners
Corporation is 45 Rockefeller Plaza, Suite 907, New York, New York 10111.

(10) Includes 206,250 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of April 30, 1998. See Notes
3 through 9.

(11) Consists of 1,414,745 shares of Common Stock held by Chase Venture
Capital Associates, L.P., of which Chase Capital Partners is the General
Partner. The address for Chase Venture Capital Associates, L.P. is 380
Madison Avenue, 12th Floor, New York, New York 10017.

(12) Consists of 666,667 shares of Common Stock held by Euclid Partners III,
L.P., of which Euclid Associates, III, L.P. is the General Partner. The
address of Euclid Partners III, L.P. is 45 Rockefeller Plaza, Suite 907,
New York, New York 10111.

(13) Consists of 560,185 shares of Common Stock held by Euclid Partners IV,
L.P., of which Euclid Associates IV, L.P. is the General Partner. The
address of Euclid Partners IV, L.P. is 45 Rockefeller Plaza, Suite 907,
New York, New York 10111.

(14) The Multex Voting Trust, of which Mr. Karaev is the trustee, was created
pursuant to a Shareholders' Agreement and Voting Trust (the "Voting Trust
Agreement"), dated as of October 31, 1993, and amended as of May 1, 1996,
by and among the Company, Mr. Karaev and each of the common stockholders
of the Company. The Voting Trust Agreement will terminate upon the
consummation of this offering and the shares of Common Stock held in
trust will be distributed to Mr. Karaev and those stockholders in
accordance with their respective ownership of such shares. Mr. Karaev
disclaims beneficial ownership of such shares except to the extent of his
pecuniary interest.

(15) Consists of 1,296,296 shares of Common Stock held by Reuters America Inc.
The address for Reuters America Inc. is 1700 Broadway, 40th Floor, New
York, New York 10019.

(16) Consists of 666,667 shares of Common Stock held by 77 Capital Partners,
L.P., of which 77 Capital Corporation is the General Partner. The address
for 77 Capital Partners, L.P. is c/o Atrium Capital Corp., 3000 Sandhill
Road, Bldg. 2, Suite 240, Menlo Park, California 94025.

(17) Consists of 722,222 shares of Common Stock held by Softbank Ventures,
Inc. The address for Softbank Ventures, Inc. is 10 Langley Road, Newton
Centre, Massachusetts 02159.

(18) Consists of 611,100 shares of Common Stock held by Venture Fund I, L.P.,
of which Venture Management I, G.P. is the General Partner. The address
for Venture Fund I, L.P. is 295 North Maple Avenue, Room 3361 C1, Basking
Ridge, New Jersey 07920.

54
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of the securities of the Company and certain
provisions of the Company's Certificate of Incorporation (the "Certificate")
and the Company's Bylaws (the "Bylaws") are summaries thereof and are
qualified by reference to the Amended and Restated Certificate and the Amended
and Restated Bylaws, each as will be in effect upon consummation of this
offering, copies of which have been filed with the Commission as exhibits to
the Company's Registration Statement.

The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred
Stock, par value $.01 per share.

COMMON STOCK

As of April 30, 1998, there were 9,111,157 shares of Common Stock
outstanding and held of record by stockholders, after giving effect to the
Preferred Stock Conversion. Based upon the number of shares outstanding as of
that date and giving effect to the issuance of the 3,000,000 shares of Common
Stock offered by the Company hereby, there will be 12,111,157 shares of Common
Stock outstanding upon the closing of the offering.

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights
of any outstanding Preferred Stock. Upon the liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive
ratably the net assets of the Company available after the payment of all debts
and other liabilities and subject to the prior rights of any outstanding
Preferred Stock. Holders of the Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common Stock are,
and the shares offered by the Company in the offering will be, when issued in
consideration for payment thereof, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may
be adversely affected by, the rights of the holders of shares of any series of
Preferred Stock which the Company may designate and issue in the future. Upon
the closing of the offering, there will be no shares of Preferred Stock
outstanding.

PREFERRED STOCK

As of April 30, 1998, there were 217,222 shares of Redeemable Preferred
Stock outstanding (not giving effect to the Reverse Stock Split). All
outstanding shares of Redeemable Preferred Stock will be converted into an
aggregate of 7,240,741 shares of Common Stock upon the consummation of the
offering and such shares of Redeemable Preferred Stock will no longer be
authorized, issued or outstanding.

Upon the consummation of the offering, the Board of Directors will be
authorized, without further stockholder approval, to issue from time to time
up to an aggregate of 5,000,000 shares of preferred stock in one or more
series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each such series
thereof, including the dividend rights, dividend rates, conversion rights,
voting rights, terms of redemption (including sinking fund provisions),
redemption price or prices, liquidation preferences and the number of shares
constituting any series or designations of such series. The Company has no
present plans to issue any shares of preferred stock. See "--Anti-Takeover
Effects of Certain Provisions of Delaware Law and the Company's Certificate of
Incorporation and Bylaws."

OPTIONS

As of March 31, 1998, options to purchase a total of 1,399,335 shares
("Option Shares") of Common Stock were outstanding, approximately 413,000 of
which are subject to lock-up agreements entered into with the Underwriters.
Beginning 90 days after the date of this Prospectus, approximately Option
Shares which are not subject to lock-up agreements will be eligible for sale
in reliance on Rule 701 promulgated

55
<PAGE>

under the Securities Act. The total number of shares of Common Stock that may
be subject to the granting of options under the 1998 Stock Option Plan shall
be equal to . See "Management--1998 Stock Option Plan" and "Shares Eligible
for Future Sale."

REGISTRATION RIGHTS

Pursuant to the terms of the Registration Rights Agreement, after the
consummation of the offering the holders of 8,074,074 shares of Common Stock
will be entitled to certain demand registration rights with respect to the
registration of such shares under the Securities Act. The holders of 33% or
more of such shares are entitled to demand that the Company register their
shares under the Securities Act, subject to certain limitations. The Company
is not required to effect more than two such registrations pursuant to such
demand registration rights. In addition, pursuant to the terms of the
Stockholders Agreement, after the consummation of the offering the holders of
8,074,074 shares of Common Stock will be entitled to certain piggyback
registration rights with respect to the registration of such shares of Common
Stock under the Securities Act. In the event that the Company proposes to
register any shares of Common Stock under the Securities Act, either for its
own account or for the account of other security holders, the holders shares
having piggyback rights are entitled to receive notice of such registration
and are entitled to include their shares therein, subject to certain
limitations. Further, at any time after the Company becomes eligible to file a
registration statement on Form S-3 the holders may require the Company to file
one or more registration statements under the Securities Act on Form S-3 with
respect to their shares of Common Stock. These registration rights are subject
to certain conditions and limitations, among them the right of the
underwriters of an offering to limit the number of shares of Common Stock held
by security holders with registration rights to be included in such
registration. The Company is generally required to bear all of the expenses of
all such registrations, except underwriting discounts and commissions.
Registration of any of the shares of Common Stock held by security holders
with registration rights would result in such shares becoming freely tradable
without restriction under the Securities Act immediately upon effectiveness of
such registration statement.

The holders of the registration rights described above have waived their
rights to register any shares in the Registration Statement of which this
Prospectus forms a part.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW AND THE COMPANY'S
CERTIFICATE OF INCORPORATION AND BYLAWS

Following the consummation of the offering, the Company will be subject to
the provisions of Section 203 of the Delaware General Corporation Law (as
amended from time to time, the "DGCL"). Subject to certain exceptions, Section
203 prohibits a publicly-held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the interested stockholder attained such status
with the approval of the board of directors or unless the business combination
is approved in a prescribed manner. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns,
or within three years did own, fifteen percent (15%) or more of the
corporation's voting stock. This statute could prohibit or delay the
accomplishment of mergers or other takeover or change in control attempts with
respect to the Company and, accordingly, may discourage attempts to acquire
the Company.

In addition, certain provisions of the Certificate and Bylaws, which
provisions will be in effect upon the consummation of the offering and are
summarized in the following paragraphs, may be deemed to have an anti-takeover
effect and may delay, defer or prevent a tender offer or takeover attempt that
a stockholder might consider in its best interest, including those attempts
that might result in a premium over the market price for the shares held by
stockholders.

Classified Board of Directors. The Company's Board of Directors will be
divided into three classes of directors serving staggered three-year terms. As
a result, approximately one-third of the Board of Directors will be elected
each year. These provisions, when coupled with the provision of the
Certificate authorizing

56
<PAGE>

the Board of Directors to fill vacant directorships or increase the size of
the Board of Directors, may deter a stockholder from removing incumbent
directors and simultaneously gaining control of the Board of Directors by
filling the vacancies created by such removal with its own nominees.

Stockholder Action; Special Meeting of Stockholders. The Certificate
provides that stockholders may not take action by written consent, but only at
duly called annual or special meetings of stockholders. The Certificate
further provides that special meetings of stockholders of the Company may be
called only by the Chairman of the Board of Directors or a majority of the
Board of Directors.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for
election as directors at an annual meeting of stockholders, must provide
timely notice thereof in writing. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company, not less than 120 days nor more than 150 days prior to the first
anniversary of the date of the Company's notice of annual meeting provided
with respect to the previous year's annual meeting of stockholders; provided,
that if no annual meeting of stockholders was held in the previous year or the
date of the annual meeting of stockholders has been changed to be more than 30
calendar day earlier than or 60 calendar days after such anniversary, notice
by the stockholder, to be timely, must be so received not more than 90 days
nor later than the later of (i) 60 days prior to the annual meeting of
stockholders or (ii) the close of business on the 10th day following the date
on which notice of the date of the meeting is given to stockholders or made
public, whichever first occurs. The Bylaws also specify certain requirements
as to the form and content of a stockholder's notice. These provisions may
preclude stockholders from bringing matters before an annual meeting of
stockholders or from making nominations for directors at an annual meeting of
stockholders.

Authorized But Unissued Shares. The authorized but unissued shares of Common
Stock and Preferred Stock are available for future issuance without further
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved Common Stock and Preferred Stock could
render more difficult or discourage an attempt to obtain control of the
Company by means of a proxy contest, tender offer, merger or otherwise.

The DGCL provides generally that the affirmative vote of a majority of the
shares entitled to vote on any matter is required to amend a corporation's
certificate of incorporation or bylaws, unless a corporation's certificate of
incorporation or bylaws, as the case may be, requires a greater percentage, or
unless the bylaw provision being amended was originally adopted by the Board
of Directors, in which case such amendment requires only the affirmative vote
of a majority of the members of the Board of Directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Certificate provides that, except to the extent prohibited by DGCL, the
Company's directors shall not be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as
directors of the Company. Under the DGCL, the directors have a fiduciary duty
to the Company which is not eliminated by this provision of the Certificate
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of nonmonetary relief will remain available. In addition, each
director will continue to be subject to liability under the DGCL for breach of
the director's duty of loyalty to the Company, for acts or omissions which are
found by a court of competent jurisdiction to be not in good faith or which
involves intentional misconduct, or knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited
by DGCL. This provision also does not affect the directors' responsibilities
under any other laws, such as the Federal securities laws or state or Federal
environmental laws. The Company has obtained liability insurance for its
officers and directors.

57
<PAGE>

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out
of their capacity or status as directors and officers, provided that this
provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any
other rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL and provides that the
Company shall fully indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative)
by reason of the fact that such person is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Company is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer and Trust Company, New York, New York.

58
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has not been any public market for the Common
Stock of the Company, and no prediction can be made as to the effect, if any,
that market sales of shares of Common Stock or the availability of shares for
sale will have on the market price of the Common Stock prevailing from time to
time. Nevertheless, sales of substantial amounts of Common Stock in the public
market could adversely affect the market price of the Common Stock and could
impair the Company's future ability to raise capital through the sale of its
equity securities.

Upon the consummation of the offering, the Company will have an aggregate of
11,939,074 shares of Common Stock outstanding, assuming no exercise of the
Underwriters' over-allotment option and no exercise of outstanding options. Of
these shares, the 3,000,000 shares sold in the offering will be freely
tradable, except that any shares acquired by "affiliates" of the Company, as
that term is defined in Rule 144 promulgated under the Securities Act, may
only be sold in compliance with the limitations described below. The remaining
8,939,074 shares of outstanding Common Stock, which will be deemed "restricted
securities" as defined under Rule 144 of the Securities Act, may be sold in
the public market only if registered or if they qualify for an exemption from
registration under Rules 144, 144(k) or 701 promulgated under the Securities
Act. Subject to the lock-up agreements described below and the provisions of
Rules 144, 144(k) and 701, additional shares will be available for sale in the
public market (subject in the case of shares held by affiliates to compliance
with certain volume restrictions) as follows: (i) shares will be available
for immediate sale in the public market on the date of this Prospectus, (ii)
shares will be eligible for sale 90 days after the date of this
Prospectus, and (iii) shares will be eligible for sale upon the expiration
of lock-up agreements 180 days after the date of this Prospectus.

In general, under Rule 144, as currently in effect, a person (or persons
whose shares are required to be aggregated), including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within
any three-month period commencing 90 days after the date of this Prospectus, a
number of shares that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock (approximately shares immediately after
the offering) or (ii) the average weekly trading volume in the Common Stock
during the four calendar weeks preceding the date on which notice of such sale
is filed, subject to certain restrictions. In addition, a person who is not
deemed to have been an affiliate of the Company at any time during the 90 days
preceding a sale and who has beneficially owned the shares proposed to be sold
for at least two years would be entitled to sell such shares under Rule 144(k)
without regard to the requirements described above. To the extent that shares
were acquired from an affiliate of the Company, such affiliates' holding
period for the purpose of effecting a sale under Rule 144 commences on the
date of transfer from the affiliate.

Rule 701 promulgated under the Securities Act provides that shares of Common
Stock acquired pursuant to written plans such as the Predecessor Plan and the
1998 Stock Option Plan may be resold by persons other than affiliates,
beginning 90 days after the date of this Prospectus, subject only to the
manner of sale provisions of Rule 144, and by affiliates, beginning 90 days
after the date of this Prospectus, subject to all provisions of Rule 144
except its one-year minimum holding period.

The Company intends to file a Form S-8 registration statement under the
Securities Act shortly after the date of this Prospectus to register all
shares of Common Stock issuable under the 1998 Stock Option Plan. Such
registration statement will automatically become effective upon filing.
Accordingly, shares covered by that registration statement will thereupon be
eligible for sale in the public markets, unless such options are subject to
vesting restrictions or the contractual restrictions described above. See
"Management--Director Compensation" and "--1998 Stock Option Plan."

All directors and officers and certain stockholders of the Company (holding
an aggregate of shares of Common Stock) have agreed that they will not,
without the prior written consent of the Hambrecht

59
<PAGE>

& Quist LLC, sell or otherwise dispose of any shares of Common Stock or
options to acquire shares of Common Stock during the 180-day period following
the date of this Prospectus. See "Underwriting."

The Company has agreed not to sell or otherwise dispose of any shares of
Common Stock during the 180-day period following the date of the Prospectus,
except the Company may issue, and grant options to purchase, shares of Common
Stock under the 1998 Stock Option Plan. In addition, the Company may issue
shares of Common Stock in connection with any acquisition of another company
if the terms of such issuance provide that such Common Stock shall not be
resold prior to the expiration of the 180-day period referenced in the
preceding sentence. See "Risk Factors--Shares Eligible for Future Sale."

60
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below, through their Representatives, Hambrecht & Quist
LLC, BancAmerica Robertson Stephens, Smith Barney Inc. and Dain Rauscher
Wessels, a division of Dain Rauscher Incorporated ("Dain Rauscher Wessels"),
have severally agreed to purchase from the Company the following respective
number of shares of Common Stock:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
Hambrecht & Quist LLC............................................
BancAmerica Robertson Stephens...................................
Smith Barney Inc. ...............................................
Dain Rauscher Wessels............................................
---------
Total.......................................................... 3,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent, including the absence of any
material adverse change in the Company's business and the receipt of certain
certificates, opinions and letters from the Company, its counsel and
independent auditors. The nature of the Underwriters' obligations is such that
they are committed to purchase all shares of Common Stock offered hereby if
any of such shares are purchased.

The Underwriters propose to offer the shares of Common Stock directly to the
public at the initial public offering price set forth on the cover page of
this Prospectus and to certain dealers at such price less a concession not in
excess of $ per share. The Underwriters may allow and such dealers may
reallow a concession not in excess of $ per share to certain other dealers.
After the initial public offering of the shares, the offering price and other
selling terms may be changed by the Representatives of the Underwriters. The
Representatives have advised the Company that the Underwriters do not intend
to confirm discretionary sales in excess of 5% of the shares of Common Stock
offered hereby.

The Company and the Over-Allotment Selling Stockholders have severally
granted to the Underwriters an option, exercisable no later than 30 days after
the date of this Prospectus, to purchase up to 450,000 additional shares of
Common Stock at the initial public offering price, less the underwriting
discount, set forth on the cover page of this Prospectus. To the extent that
the Underwriters exercise this option, each of the Underwriters will have a
firm commitment to purchase approximately the same percentage thereof which
the number of shares of Common Stock to be purchased by it shown in the above
table bears to the total number of shares of Common Stock offered hereby. The
Company and the Over-Allotment Selling Stockholders will be severally
obligated, pursuant to the option, to sell shares to the Underwriters to the
extent the option is exercised. The Underwriters may exercise such option only
to cover overallotments made in connection with the sale of shares of Common
Stock offered hereby.

The offering of the shares is made for delivery when, as and if accepted by
the Underwriters and subject to prior sale and to withdrawal, cancellation or
modification of the offering without notice. The Underwriters reserve the
right to reject an order for the purchase of shares in whole or in part.

The Company and the Over-Allotment Selling Stockholders have severally
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute to payments the
Underwriters may be required to make in respect thereof.

61
<PAGE>

The Over-Allotment Selling Stockholders, and certain other stockholders of
the Company, including executive officers and directors, who will own in the
aggregate shares of Common Stock after this offering, have agreed that
they will not, without the prior written consent of Hambrecht & Quist LLC,
offer, sell, or otherwise dispose of any shares of Common Stock, options or
warrants to acquire shares of Common Stock or securities exchangeable for or
convertible into shares of Common Stock owned by them during the 180-day
period following the date of this Prospectus. The Company has agreed that it
will not, without the prior written consent of Hambrecht & Quist LLC, offer,
sell or otherwise dispose of any shares of Common Stock, options or warrants
to acquire shares of Common Stock or securities exchangeable for or
convertible into shares of Common Stock during the 180-day period following
the date of this Prospectus, except that the Company may issue shares upon the
exercise of options granted prior to the date hereof, and may grant additional
options under its stock option plans, provided that, without the prior written
consent of Hambrecht & Quist LLC, such additional options shall not be
exercisable during such period.

Prior to this offering, there has been no public market for the Common
Stock. The initial public offering price for the Common Stock will be
determined by negotiation among the Company and the Representatives. Among the
factors considered in determining the initial public offering price will be
prevailing market and economic conditions, revenue and earnings of the
Company, market valuations of other companies engaged in activities similar to
the Company, estimates of the business potential and prospects of the Company,
the present state of the Company's business operations, the Company's
management and other factors deemed relevant.

Certain persons participating in this offering may overallot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the Common Stock of the Company at levels above those which might otherwise
prevail in the open market, including by entering stabilizing bids, effecting
syndicate covering transactions or imposing penalty bids. A stabilizing bid
means the placing of any bid or effecting of any purchase, for the purpose of
pegging, fixing or maintaining the price of the Common Stock of the Company. A
syndicate covering transaction means the placing of any bid on behalf of the
underwriting syndicate or the effecting of any purchase to reduce a short
position created in connection with the offering. A penalty bid means an
arrangement that permits the Underwriters to reclaim a selling concession from
a syndicate member in connection with the offering when the Common Stock of
the Company sold by the syndicate member is purchased in syndicate covering
transactions. Such transactions may be effected on the Nasdaq National Market,
in the over-the-counter market, or otherwise. Such stabilizing, if commenced,
may be discontinued at any time.

The Underwriters have reserved up to 5% of the shares of Common Stock
offered hereby for sale at the initial public offering price to certain
employees, officers and directors of the Company and other persons designated
by the Company. The number of shares available for sale to the general public
will be reduced to the extent such persons purchase such reserved shares. Any
reserved shares not so purchased on the effectiveness of the offering will be
offered by the Underwriters to the general public on the same basis as the
other shares offered hereby.

Certain of the Underwriters, including BancAmerica Robertson Stephens,
Salomon Smith Barney and Dain Rauscher Wessels, have entered into service
agreements with the Company. The terms of such agreements were negotiated by
the parties in arm's-length transactions. Such agreements were entered into
prior to the Company's selection of their Representatives. Other Underwriters,
including certain of the Representatives, may enter into similar agreements
with the Company from time to time in the future.

62
<PAGE>

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Brobeck, Phleger & Harrison LLP, New York, New York. Certain legal
matters in connection with the offering will be passed upon for the
Underwriters by Hale and Dorr LLP, Boston, Massachusetts.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1996
and 1997 and for each of the years in the three-year period ended December 31,
1997 included in this Prospectus and the related consolidated financial
statement schedule included elsewhere in this Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as stated in their reports
appearing herein and elsewhere in this Registration Statement, and have been
so included in reliance upon the reports of such firm given on the authority
of such firm as experts in auditing and accounting.

63
<PAGE>

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of
Common Stock pursuant to the Prospectus. This Prospectus, filed as part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement or the exhibits thereto in accordance with the rules
and regulations of the Commission, and reference is hereby made to such
omitted information. Statements made in this Prospectus concerning the
contents of any contract, agreement or other document filed as an exhibit to
the Registration Statement are summaries of the terms of such contracts,
agreements or documents and are not necessarily complete. Reference is made to
each such exhibit for a more complete description of the matters involved, and
such statements shall be deemed qualified by such reference. The Registration
Statement and the Exhibits thereto filed with the Commission may be inspected,
without charge, and copies may be obtained at prescribed rates, at the public
reference facility maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional offices of
the Commission located at Seven World Trade Center, 13th Floor, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. The Registration Statement and other information filed by the Company
with the Commission also are available at the Web site maintained by the
Commission on the World Wide Web at http://www.sec.gov. For further
information pertaining to the Company and the Common Stock offered by this
Prospectus, reference is hereby made to the Registration Statement.

The Company intends to furnish to its stockholders annual reports containing
consolidated financial statements audited by an independent accounting firm
and make available to its stockholders quarterly reports for the first three
quarters of each fiscal year containing unaudited interim financial
information.

64
<PAGE>

MULTEX SYSTEMS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Auditors............................................ F-2
Consolidated Balance Sheets as of December 31, 1996 and 1997 and March 31,
1998 (Unaudited)......................................................... F-3
Consolidated Statements of Operations for the years ended December 31,
1995, 1996 and 1997 and the three months ended March 31, 1997 and 1998
(Unaudited).............................................................. F-4
Consolidated Statements of Stockholders' Deficit for the years ended
December 31, 1995, 1996 and 1997 and the three months ended March 31,
1998 (Unaudited)......................................................... F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997 and the three months ended March 31, 1997 and 1998
(Unaudited).............................................................. F-6
Notes to Consolidated Financial Statements................................ F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Multex Systems, Inc.

We have audited the accompanying consolidated balance sheets of Multex
Systems, Inc. (the "Company") as of December 31, 1996 and 1997, and the
related consolidated statements of operations, stockholders' deficit and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Multex Systems, Inc. as of December 31, 1996 and 1997, and the consolidated
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1997 in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

New York, New York

March 4, 1998, except for Note
13, as to which the date is
June 10, 1998

F-2
<PAGE>

MULTEX SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
PRO FORMA
DECEMBER 31 MARCH 31, MARCH 31,
-------------------------- ------------ -----------
1996 1997 1998 1998
------------ ------------ ------------ -----------
(UNAUDITED) (UNAUDITED)
(NOTE 13)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents........... $ 900,598 $ 2,532,983 $ 3,912,358 $ 3,912,358
Marketable securities.. 7,829,635 7,663,585 4,931,777 4,931,777
Accounts receivable,
less allowance of
$130,000, $240,000
and $244,000 in 1996,
1997 and 1998,
respectively.......... 923,397 1,813,570 2,800,365 2,800,365
Other current assets... 165,524 259,606 557,234 557,234
------------ ------------ ------------ -----------
Total current assets... 9,819,154 12,269,744 12,201,734 12,201,734
Property and equipment,
net.................... 2,372,101 2,161,315 2,281,525 2,281,525
Other................... 356,404 302,341 130,051 130,051
------------ ------------ ------------ -----------
$ 12,547,659 $ 14,733,400 $ 14,613,310 $14,613,310
============ ============ ============ ===========
LIABILITIES AND
STOCKHOLDERS' (DEFICIT)
EQUITY
Current liabilities:
Accounts payable....... $ 435,362 $ 344,901 $ 516,884 $ 516,884
Accrued expenses....... 897,027 1,091,324 1,278,971 1,278,971
Deferred revenues...... 585,062 1,446,699 2,124,629 2,124,629
Current portion of
long-term debt........ 653,116 1,053,188 625,000 625,000
Other current
liabilities........... -- 312,783 -- --
------------ ------------ ------------ -----------
Total current
liabilities........... 2,570,567 4,248,895 4,545,484 4,545,484
Long-term debt, less
current portion........ 731,227 -- 572,917 572,917
Deferred revenue........ 500,000 -- -- --
Other................... 281,559 -- 58,619 58,619
Commitments (Note 11)
Redeemable preferred
stock authorized
2,000,000 shares:
Series A redeemable
preferred stock; $.01
par value, $2,500,000
aggregate liquidation
preference:
Issued and
outstanding--25,000
shares in 1996, 1997
and 1998............. 3,042,910 3,251,303 3,302,688 --
Series B redeemable
preferred stock; $.01
par value, $5,500,000
aggregate liquidation
preference:
Issued and
outstanding--36,666
shares in 1996, 1997
and 1998............. 6,406,948 6,850,679 6,960,093 --
Series C redeemable
preferred stock; $.01
par value,
$15,000,000 aggregate
liquidation
preference:
Issued and
outstanding--100,000
shares in 1996, 1997
and 1998............. 15,615,801 16,840,299 17,142,229 --
Series D redeemable
preferred stock; $.01
par value,
$10,000,000 aggregate
liquidation
preference:
Issued and
outstanding--55,556
shares in 1997 and
1998................. -- 10,291,743 10,491,454 --
Stockholders' (deficit)
equity:
Preferred stock--$.01
par value:
Authorized--5,000,000
shares; none issued
and outstanding in
1996, 1997 and 1998.. -- -- -- --
Common stock--$.01 par
value:
Authorized--
50,000,000 shares;
issued and
outstanding--
1,379,583 shares in
1996, 1,630,000
shares in 1997 and
1,698,333 shares in
1998................. 13,795 16,299 16,982 234,204
Additional paid-in
capital............... (2,257,851) (3,510,078) (3,337,168) 34,342,074
Accumulated deficit.... (14,357,297) (22,394,473) (24,038,199) (24,038,199)
Deferred compensation.. -- (847,143) (1,087,127) (1,087,127)
Translation
adjustment............ -- (14,124) (14,662) (14,662)
------------ ------------ ------------ -----------
Total stockholders'
(deficit) equity...... (16,601,353) (26,749,519) (28,460,174) 9,436,290
------------ ------------ ------------ -----------
Total liabilities and
stockholders'
(deficit) equity.... $ 12,547,659 $ 14,733,400 $ 14,613,310 $14,613,310
============ ============ ============ ===========
</TABLE>

See accompanying notes to financial statements.

F-3
<PAGE>

MULTEX SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31
--------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ------------ ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues................ $ 1,004,536 $ 2,646,527 $ 6,013,766 $ 950,122 $ 2,714,468
Cost of revenues........ 403,466 809,380 1,231,692 242,121 694,301
----------- ------------ ------------ ----------- -----------
Gross profit............ 601,070 1,837,147 4,782,074 708,001 2,020,167
Operating expenses:
Sales and marketing... 1,892,327 2,339,110 3,506,935 652,411 1,163,388
Research and
development.......... 1,519,643 1,414,908 1,600,893 369,956 440,328
General and
administrative....... 2,709,499 4,552,936 7,836,639 1,931,926 1,989,122
----------- ------------ ------------ ----------- -----------
Total operating
expenses............... 6,121,469 8,306,954 12,944,467 2,954,293 3,592,838
----------- ------------ ------------ ----------- -----------
Loss from operations.... (5,520,399) (6,469,807) (8,162,393) (2,246,292) (1,572,671)
Other income (expense):
Gain on sale of
equipment............ -- -- -- -- 124,796
Interest expense...... (111,633) (250,175) (309,769) (73,732) (310,554)
Interest and
investment income.... 138,317 310,177 434,986 97,417 114,703
----------- ------------ ------------ ----------- -----------
Net loss................ (5,493,715) (6,409,805) (8,037,176) (2,222,607) (1,643,726)
Redeemable preferred
stock dividends........ 639,992 1,402,788 2,181,472 453,697 650,957
----------- ------------ ------------ ----------- -----------
Net loss available to
common stockholders'... $(6,133,707) $( 7,812,593) $(10,218,648) $(2,676,304) $(2,294,683)
----------- ------------ ------------ ----------- -----------
Basic and diluted loss
per common share....... $ (4.69) $ (5.80) $ (7.03) $ (1.94) $ (1.41)
=========== ============ ============ =========== ===========
Number of shares used in
computing
basic and diluted loss
per share.............. 1,307,427 1,347,944 1,452,839 1,383,046 1,633,050
=========== ============ ============ =========== ===========
Pro forma basic and
diluted loss per share. -- -- $ (0.92) -- $ (0.19)
============ ===========
Number of shares used in
computing pro forma
basic and diluted loss
per share.............. -- -- 8,693,580 -- 8,873,791
============ ===========
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>

MULTEX SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER
----------------- PAID-IN ACCUMULATED DEFERRED COMPREHENSIVE
SHARES AMOUNT CAPITAL DEFICIT COMPENSATION LOSS TOTAL
--------- ------- ----------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1994................... 1,305,833 $13,058 $ (216,622) $ (2,453,777) $ -- $ -- $ (2,657,341)
Net loss............... -- -- -- (5,493,715) -- -- (5,493,715)
Redeemable preferred
stock dividend........ -- -- (639,992) -- -- -- (639,992)
Exercise of options.... 3,333 33 67 -- -- -- 100
--------- ------- ----------- ------------ ----------- -------- ------------
Balance, December 31,
1995................... 1,309,166 13,091 (856,547) (7,947,492) -- -- (8,790,948)
Net loss............... -- -- -- (6,409,805) -- -- (6,409,805)
Redeemable preferred
stock dividend........ -- -- (1,402,788) -- -- -- (1,402,788)
Exercise of options.... 70,417 704 1,484 -- -- -- 2,188
--------- ------- ----------- ------------ ----------- -------- ------------
Balance, December 31,
1996................... 1,379,583 13,795 (2,257,851) (14,357,297) -- -- (16,601,353)
Net loss............... -- -- -- (8,037,176) -- -- (8,037,176)
Redeemable preferred
stock dividend........ -- -- (2,181,472) -- -- -- (2,181,472)
Stock issued for
services.............. 23,333 233 10,267 -- -- -- 10,500
Exercise of options.... 227,084 2,271 46,728 -- -- -- 48,999
Amortization of
deferred compensation. -- -- -- -- 25,107 -- 25,107
Deferred compensation
related to stock
options............... -- -- 872,250 -- (872,250) -- --
Translation adjustment. -- -- -- -- -- (14,124) (14,124)
--------- ------- ----------- ------------ ----------- -------- ------------
Balance, December 31,
1997................... 1,630,000 16,299 (3,510,078) (22,394,473) (847,143) (14,124) (26,749,519)
Exercise of options
(unaudited)........... 18,333 183 367 -- -- -- 550
Net loss (unaudited)... -- -- -- (1,643,726) -- -- (1,643,726)
Redeemable preferred
stock dividend
(unaudited)........... -- -- (650,957) -- -- -- (650,957)
Amortization of
deferred compensation
(unaudited)........... -- -- -- -- 64,016 -- 64,016
Deferred compensation
related to stock
options (unaudited)... -- -- 304,000 -- (304,000) -- --
Sale of stock and
issuance of options in
connection with
acquisition of certain
assets of RDG-Multex,
Inc. (unaudited)...... 50,000 500 519,500 -- -- -- 520,000
Translation adjustment
(unaudited)........... -- -- -- -- -- (538) (538)
--------- ------- ----------- ------------ ----------- -------- ------------
Balance at March 31,
1998 (unaudited)....... 1,698,333 $16,982 $(3,337,168) $(24,038,199) $(1,087,127) $(14,662) $(28,460,174)
========= ======= =========== ============ =========== ======== ============
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>

MULTEX SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31
------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss................ $(5,493,715) $(6,409,805) $(8,037,176) $(2,222,607) $(1,643,726)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Amortization of
deferred
compensation......... -- -- 25,107 -- 64,016
Gain on sale of
equipment............ -- -- -- -- (124,796)
Depreciation and
amortization......... 617,431 1,096,754 1,368,318 365,052 338,323
Amortization of
issuance costs....... 12,133 29,384 40,988 9,032 11,483
Bad debt expense...... -- 130,000 168,130 -- 34,500
Stock issued for
services............. -- -- 10,500 -- --
Changes in operating
assets and
liabilities:
Accounts receivable. (898) (798,099) (1,058,303) (249,998) (1,021,295)
Other current
assets............. 10,897 (64,225) (94,082) (5,307) 2,372
Other assets........ (264,045) (56,254) 54,063 (12,912) 172,290
Accounts payable.... 186,157 (843,560) (136,797) 15,704 (7,761)
Accrued expenses.... 59,687 608,251 194,297 (161,807) 187,647
Deferred revenue.... 286,250 798,812 361,637 126,333 677,930
Other liabilities... -- -- -- -- 58,619
----------- ----------- ----------- ----------- -----------
Net cash used in
operating activities... (4,586,103) (5,508,742) (7,103,318) (2,136,510) (1,250,398)
INVESTING ACTIVITIES
Purchase of marketable
securities............. -- (12,044,939) (7,663,585) -- (1,393,823)
Proceeds from sale of
marketable securities.. -- 4,215,304 7,829,635 1,906,318 4,125,631
Proceeds from sale of
equipment.............. -- -- -- -- 200,953
Purchase of property and
equipment.............. (904,643) (1,372,224) (1,111,196) (188,749) (134,946)
----------- ----------- ----------- ----------- -----------
Net cash (used in)
provided by investing
activities............. (904,643) (9,201,859) (945,146) 1,717,569 2,797,815
FINANCING ACTIVITIES
Proceeds from issuances
of stock............... 100 15,002,188 10,048,999 74 550
Preferred stock issuance
costs.................. -- (164,245) (54,095) -- --
Proceeds from long-term
debt................... 619,334 1,231,525 474,667 174,959 1,250,000
Repayments of long-term
debt................... (241,807) (564,299) (805,822) (189,505) (1,105,271)
Proceeds (repayments) of
short-term debt........ 327,000 (327,000) -- -- --
Other liabilities....... 66,390 177,837 31,224 26,244 (312,783)
----------- ----------- ----------- ----------- -----------
Net cash provided (used
in) by financing
activities............. 771,017 15,356,006 9,694,973 11,772 (167,504)
Effect of exchange rate
changes on cash........ -- -- (14,124) (3,526) (538)
----------- ----------- ----------- ----------- -----------
Increase (decrease) in
cash and cash
equivalents............ (4,719,729) 645,405 1,632,385 (410,695) 1,379,375
Cash and cash
equivalents, beginning
of period.............. 4,974,922 255,193 900,598 900,598 2,532,983
----------- ----------- ----------- ----------- -----------
Cash and cash
equivalents, end of
period................. $ 255,193 $ 900,598 $ 2,532,983 $ 489,903 $ 3,912,358
=========== =========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW
INFORMATION
Noncash investing and
financing activity:
Accrued purchases of
fixed assets......... $ 681,940 $ 210,046 $ 46,336 $ 67,369 $ 179,744
=========== =========== =========== =========== ===========
Sale of stock and
issuance of options
in connection with
acquisition of
certain assets of
RDG-Multex, Inc...... $ -- $ -- $ -- $ -- $ 520,000
=========== =========== =========== =========== ===========
Stock issued for
services............. $ -- $ -- $ 10,500 $ -- $ --
=========== =========== =========== =========== ===========
Interest paid........... $ 78,974 $ 158,277 $ 159,705 $ 40,379 $ 277,980
=========== =========== =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Multex Systems, Inc. (the "Company") is a leading provider of online
investment research and information services designed to meet the needs of
institutional investors, investment banks, brokerage firms, corporations and
individual investors.

The Company was founded in 1993 as the result of the merger of Multex
Systems, Inc., a New York corporation, with and into Multex Publisher, Inc., a
Delaware corporation, which subsequently changed its name to Multex Systems,
Inc. During December 1996, the Company commenced the operations of Multex
Systems International Inc., a wholly-owned subsidiary of the Company, and
opened an office in London.

ACQUISITION

In connection with the transaction above, the Company issued to a principal
of Research Data Group, 50,000 shares of the Company's common stock at a
purchase price of $6.00 per share and a one year option ("One Year Option") to
acquire 83,333 shares of the Company's common shares at an exercise price of
$7.50 per share. The Company has estimated the fair market value of the 50,000
shares to be approximately $395,000 and has valued the option at approximately
$125,000 as of the date of grant using the Black-Scholes option pricing model.
The excess of the fair market value of the 50,000 common shares and the One
Year Option over the stock purchase price was deemed to be the purchase price
of the assets acquired ($395,000 plus $125,000 less $300,000 equals $220,000).

The acquisition has been accounted for by the purchase method of accounting
and, accordingly, the Company is consolidating the results of operations of
RDG-Multex effective March 31, 1998. The results for the period ended March
31, 1998 were not material.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Multex Systems, Inc. and its wholly owned and majority-owned subsidiaries. All
intercompany account balances and transactions have been eliminated.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of 90
days or less when purchased to be cash equivalents.

CONCENTRATION OF CREDIT RISK

At December 31, 1997 and March 31, 1998, substantially all cash and cash
equivalents were held in two banks.

MARKETABLE SECURITIES

Marketable securities are classified as available-for-sale, and consist of
United States treasury bills with maturities of 360 days or less when
purchased. Marketable securities are carried at fair value, which approximates
cost.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, and depreciation is computed
using the straight-line method over the estimated useful life of the asset
which ranges from two to five years.

F-7
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ADVERTISING

The Company expenses the costs of advertising as incurred. Advertising
expense for the years ended December 31, 1995, 1996 and 1997 was approximately
$166,000, $422,000 and $732,000, respectively ($160,000 and $19,000 for the
three months ended March 31, 1997 and 1998, respectively).

REVENUE RECOGNITION

Revenues from subscriptions are recognized in equal installments over the
term of the subscriptions. Revenues from the Multex Research-On-Demand service
are recognized upon sale. Revenues from professional services are recognized
when the services are accepted by the client. Such services are primarily
customization software services which allow the Company's services to
interface and function with the customers' existing software platforms.

DEFERRED REVENUE

Deferred revenue represents the unamortized portion of annual subscriptions
received in advance, and at December 31, 1996 included fees received from
customers in advance of performance of services.

EARNINGS (LOSS) PER SHARE

In 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement No. 128, Earnings per Share, which replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings
per share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants and convertible securities.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share. All earnings per share amounts for all periods
have been presented to conform to the Statement No. 128 requirements.

ACCOUNTING FOR STOCK-BASED COMPENSATION

In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). SFAS No.
123 prescribes accounting and reporting standards for all stock-based
compensation plans, including employee stock options, restricted stock,
employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value
method or (ii) using existing accounting rules prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25") and related interpretations with pro forma disclosure of what net
income and earnings per share would have been had the Company adopted the new
fair value method. The Company accounts for its stock-based compensation plans
in accordance with the provisions of APB 25.

COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted FASB Statement No. 130, Reporting
Comprehensive Income. Statement No. 130 establishes new rules for the
reporting and display of comprehensive income and its components; however, the
adoption of this statement had no impact on the Company's net income or
stockholders' equity. Statement No. 130 requires unrealized gains or losses on
the Company's available-for-sale securities and foreign currency translation
adjustments, which prior to adoption were reported separately in stockholders'
equity, to be included in other comprehensive income.

Total comprehensive loss amounted to approximately $6,134,000, $7,813,000
and $10,233,000 for the years ended December 31, 1995, 1996 and 1997,
respectively, and $2,673,000 and $2,294,000 for the three months ended March
31, 1997 and 1998, respectively.

F-8
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SEGMENT INFORMATION

In June 1997, the FASB issued Statements of Financial Accounting Standard
No. 131, "Disclosure About Segments of an Enterprise and Related Information."
This Statement is effective for fiscal years beginning after December 15,
1997. This statement does not have measurements effects on the financial
statements; however, it may require additional disclosure.

UNAUDITED INFORMATION

The unaudited financial statements at March 31, 1998 and for the three
months ended March 31, 1997 and 1998 include all adjustments, consisting only
of normal recurring adjustments, which, in the opinion of management, are
necessary for the fair presentation of such financial results. The results for
the three months ended March 31, 1998 are not necessarily indicative of
results that may be expected for the entire year or for any future period.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. STOCKHOLDERS' EQUITY

COMMON STOCK (SEE NOTE 13)

During 1997, the Company increased its authorized common stock from
9,333,333 shares to 12,666,667.

COMMON STOCK RESERVED FOR ISSUANCE

At December 31, 1997, the Company has reserved approximately 8,852,000
shares (9,240,000 shares at March 31, 1998) of its common stock for issuance
in connection with shares issuable under the Company's stock option plan and
the conversion of its redeemable preferred stock.

3. REDEEMABLE PREFERRED STOCK

The Company has recorded issuance costs of redeemable preferred stock as
discounts at issuance and is accreting the discount over the life of the
redeemable preferred stock. The Company accrues all cumulative dividends on
redeemable preferred stock.

During 1996, the Company authorized 103,335 shares of $.01 par value Series
C convertible preferred stock ("Series C Stock") and issued 100,000 shares of
the Series C Stock for $15,000,000. In connection with the issuance of the
Series C Stock, the Company incurred issuance costs of approximately $164,000.

F-9
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

3. REDEEMABLE PREFERRED STOCK (CONTINUED)

During 1997, the Company authorized 83,334 shares of $.01 par value Series D
convertible preferred stock ("Series D Stock") and issued 55,556 shares of the
Series D Stock for $10,000,000. In connection with the issuance of the Series
D Stock, the Company incurred issuance costs of approximately $54,000.

The holders of Series C Stock and Series D Stock are entitled to a
liquidation preference over the Series A and Series B Stock. The Series C
Stock and Series D stock share ratably on a pari passu basis in the event of a
liquidation and the Series A Stock and Series B Stock share ratably on a pari
passu basis in the event of a liquidation. In the event of a liquidation
event, after (i) all holders of redeemable preferred stock have been paid the
preferential amounts to which they are entitled and (ii) the holders of common
stock have been paid $0.75 for each such share, the remaining net assets are
to be distributed to the holders of common stock and the Series C Stock on an
as converted basis.

The holders of redeemable preferred stock are entitled to vote upon any
matter as to which the holders of common stock are entitled to vote.

The holders of shares of redeemable preferred stock have the right to
convert such shares into the number of shares of common stock (adjusted for
stock splits) as is obtained by multiplying the number of redeemable preferred
shares to be converted by the liquidation preference ($100 for Series A, $150
for Series B and C, $180 for Series D) and dividing the result by $1.00 for
Series A, $1.50 for Series B and C, $1.80 for Series D or by the conversion
price, as defined, as last adjusted and in effect.

In the event the Company completes an underwritten public offering of its
common stock (a) at a per share price to the public of not less than $9.00 and
(b) in which the gross proceeds paid by the public are at least $15,000,000,
then all outstanding redeemable preferred shares shall automatically be
converted into shares of common stock in the manner described in the preceding
paragraph.

Upon the consummation of the initial public offering, all outstanding shares
of redeemable preferred stock will be automatically converted into shares of
common stock. In the event the offering is not consummated, the Company will
be required to redeem all outstanding shares of redeemable preferred stock on
December 31, 2002. In the event of the consolidation or merger of the Company
(other than a merger in which the Company is the surviving corporation and
which will not result in more than 50% of the capital stock of the Company
outstanding immediately after the effective date of such merger being owned of
record or beneficially by persons other than the holders of such capital stock
immediately prior to such merger), and in the case of a sale of all or
substantially all of the properties and assets of the Company as an entirety
to any other person, any holder can elect to have any or all of their shares
of redeemable preferred stock redeemed. The redemption price for each share of
redeemable preferred stock shall be the sum of the liquidation preference plus
cumulative unpaid dividends at the rate of 8% per annum on the liquidation
preference. No redeemable preferred stock dividends have been declared or paid
as of December 31, 1997. At December 31, 1995, 1996, and 1997 the total
cumulative dividends in arrears is approximately $883,000, $2,286,000 and
$4,467,000, respectively ($5,118,000 at March 31, 1998).

The Company is not authorized to pay or declare any dividends on outstanding
common shares unless dividends on all outstanding shares of convertible
preferred stock for all past dividend periods have been paid.

F-10
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

4. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31
-------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Numerator:
Net loss.............. $(5,493,715) $(6,409,805) $ (8,037,176) $(2,222,607) $(1,643,726)
Redeemable preferred
stock dividends........ 639,992 1,402,788 2,181,472 453,697 650,957
Numerator for basic and
diluted loss per
share--net loss
available for common
stockholders........... $(6,133,707) $(7,812,593) $(10,218,648) $(2,676,304) $(2,294,683)
=========== =========== ============ =========== ===========
Denominator:
Denominator for basic
and dilutive loss per
share--weighted
average shares....... 1,307,427 1,347,944 1,452,839 1,383,046 1,633,050
=========== =========== ============ =========== ===========
Basic and diluted loss
per share.............. $ (4.69) $ (5.80) $ (7.03) $ (1.94) $ (1.41)
=========== =========== ============ =========== ===========
</TABLE>

The following securities have been excluded from the dilutive per share
computation as they are antidilutive:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31
------------------------- -------------------
1995 1996 1997 1997 1998
------- ------- --------- -------------------
<S> <C> <C> <C> <C> <C>
Redeemable preferred stock--
Series A........................ 25,000 25,000 25,000 25,000 25,000
Redeemable preferred stock--
Series B........................ 36,666 36,666 36,666 36,666 36,666
Redeemable preferred stock--
Series C........................ -- 100,000 100,000 100,000 100,000
Redeemable preferred stock--
Series D........................ -- -- 55,556 -- 55,556
Stock options.................... 620,667 851,250 1,369,334 953,000 1,399,335
</TABLE>

The following table sets forth the computation of pro forma basic and
diluted loss per share, upon conversion of the redeemable preferred shares to
shares of common stock:

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED
1997 MARCH 31, 1998
------------ --------------
<S> <C> <C>
Numerator:
Net loss available to common stockholders....... $(10,218,648) $(2,294,683)
Redeemable preferred stock dividends............ 2,181,472 650,957
------------ -----------
Numerator for pro forma loss available to common
stockholders................................... $ (8,037,176) $(1,643,726)
============ ===========
Denominator:
Weighted average number of common shares........ 1,452,839 1,633,050
Assumed conversion of preferred shares to common
shares (if converted method)................... 7,240,741 7,240,741
------------ -----------
Denominator for pro forma basic and diluted loss
per share...................................... 8,693,580 8,873,791
============ ===========
Pro forma basic and diluted loss per share........ $ (0.92) $ (0.19)
============ ===========
</TABLE>

F-11
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
December 31 March 31,
--------------------- -----------
1996 1997 1998
---------- ---------- -----------
(Unaudited)
<S> <C> <C> <C>
Computer and telecommunications equipment
and related software.................... $3,829,735 $4,932,499 $5,113,154
Furniture and fixtures................... 212,084 266,852 291,868
Leasehold improvements................... 237,393 237,393 237,393
---------- ---------- ----------
4,279,212 5,436,744 5,642,415
Less accumulated depreciation and
amortization............................ 1,907,111 3,275,429 3,360,890
---------- ---------- ----------
$2,372,101 $2,161,315 $2,281,525
========== ========== ==========
</TABLE>

6. ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
December 31 March 31,
------------------- -----------
1996 1997 1998
-------- ---------- -----------
(Unaudited)
<S> <C> <C> <C>
Payroll and related costs.................... $103,534 $ 170,976 $ 318,133
Accrued vacation............................. -- 125,000 125,000
Accrued bonuses.............................. 35,000 130,000 100,000
Royalties.................................... 258,204 424,971 538,088
Other........................................ 500,289 240,377 197,750
-------- ---------- ----------
$897,027 $1,091,324 $1,278,971
======== ========== ==========
</TABLE>

7. SHORT-TERM DEBT

Short-term debt was payable to three stockholders. The notes bore interest at
8% per annum and were fully repaid during 1996.

8. LONG-TERM DEBT

The Company had available lines of credit provided by two lenders totaling
$3,900,000. At December 31, 1997, total notes of approximately $2,699,000 were
issued under the lines of credit. The notes were payable in monthly
installments of principal and interest of approximately $75,000 and bore
interest ranging from 10% to 12% per annum. The balance of the notes of
approximately $1,053,000 was fully repaid subsequent to December 31, 1997.

The Company was obligated to pay additional financing costs equal to a
minimum of 10% of original amounts advanced under the lines of credit. At
December 31, 1996 and 1997, the Company recorded approximately $282,000 and
$313,000, respectively, in other liabilities related to such obligation, which
was fully paid subsequent to December 31, 1997.

F-12
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

8. LONG-TERM DEBT (CONTINUED)

In January 1998, the Company entered into agreements with respect to a
$1,250,000 term loan and a $1,000,000 revolving line of credit with a bank,
whereby it may borrow up to 75% of eligible accounts receivable, as defined
therein. Substantially all of the assets of the Company are pledged as
collateral for the above obligations. The term loan and the revolving line of
credit bear interest at the prime rate plus 2%, as defined therein, and the
prime rate plus 1%, as defined therein, respectively. The term loan is payable
in twenty four monthly installments of approximately $52,000. At March 31,
1998, no amounts were outstanding under the revolving line of credit.

In addition, the above obligations also provide for, among other things, the
maintenance of certain covenants, as defined, including certain liquidity
ratios and a leverage ratio.

9. INCOME TAXES

Under FASB Statement No. 109, "Accounting for Income Taxes," the liability
method is used in accounting for income taxes. Under this method, deferred
income tax assets and liabilities result from temporary differences between
the income tax basis of assets and liabilities and their reported amounts in
the financial statements that will result in taxable income and deductions in
future years.

At December 31, 1997, the Company had net operating loss carryforwards of
approximately $18,600,000 and research and development credits of
approximately $500,000 for income tax purposes that expire in 2008 through
2012. The utilization of approximately $15,600,000 and $400,000 of such net
operating loss carryforwards and research and development credits,
respectively, are subject to an annual limitations of approximately
$1,900,000, pursuant to Section 382 of the Internal Revenue Code.

Significant components of the Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>
December 31
------------------------
1996 1997
----------- -----------
<S> <C> <C>
Net operating loss
carryforward............... $ 4,774,000 $ 7,423,000
Research and development
credits.................... 310,000 494,000
Depreciation and
amortization............... 402,000 565,000
Deferred revenue............ 387,000 579,000
Other....................... 52,000 96,000
----------- -----------
5,925,000 9,157,000
Valuation allowance......... (5,925,000) (9,157,000)
----------- -----------
$ -- $ --
=========== ===========
</TABLE>

Due to the uncertainty of the realization of the tax assets, a valuation
allowance has been provided. The valuation allowance was increased by
approximately $2,460,000, $2,475,000 and $3,232,000 for the years ended
December 31, 1995, 1996 and 1997, respectively.

The effective income tax rate differs from the statutory rate as follows:

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Statutory rate..................... (34)% (34)% (34)%
Loss for which no tax benefit was
provided.......................... 31 33 33
Other.............................. 3 1 1
--- --- ---
Effective tax rate................. 0 % 0 % 0 %
=== === ===
</TABLE>

F-13
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

10. STOCK OPTIONS

1993 STOCK INCENTIVE PLAN

The Company had reserved 1,933,333 shares of the Company's Common Stock to
be issued under its 1993 Stock Incentive Plan (the "Plan"). In February 1998,
the number of shares reserved for issuance under the Plan was increased to
2,350,000.

During the year ended December 31, 1997, the difference between the
estimated fair market value of the Company's common stock and the options'
exercise price on the date of grant was determined to be approximately
$872,000 ($304,000 for the three months ended March 31, 1998). This deferred
compensation is being amortized for financial reporting purposes over the
vesting period of the options and the amount
recognized as expense during the year ended December 31, 1997 amounted to
approximately $25,000 ($64,000 for the three months ended March 31, 1998).

Pro forma information regarding net loss and net loss per share is required
by SFAS 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that statement. The fair
value of the options was estimated at date of grant using a Black-Scholes
option pricing model with the following assumptions:

<TABLE>
<CAPTION>
ASSUMPTIONS 1995 1996 1997
----------- ------- ------- -------
<S> <C> <C> <C>
Volatility factor of the expected market price
of the Company's common stock.................. 0.558 0.558 0.558
Average risk-free interest rate................. 6.5% 6.5% 6.1%
Dividend yield.................................. 0.0% 0.0% 0.0%
Average life.................................... 4 years 4 years 3 years
</TABLE>

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its stock options.

The Company's pro forma information is as follows:

<TABLE>
<CAPTION>
1995 1996 1997
----------- ----------- ------------
<S> <C> <C> <C>
Pro forma net loss available to
common stockholders............... $(6,133,897) $(7,812,122) $(10,230,064)
Pro forma basic and diluted loss
per share......................... $ (4.69) $ (5.80) $ (7.04)
</TABLE>

F-14
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

10. STOCK OPTIONS (CONTINUED)

The following transactions occurred with respect to the Plan:

<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
1993 STOCK EXERCISE
INCENTIVE PLAN PRICE
-------------- ---------
<S> <C> <C>
Outstanding December 31, 1994....................... 410,833 $ 0.03
Granted during the year............................. 239,000 0.03
Cancelled........................................... (25,833) (0.03)
Exercised during the year........................... (3,333) (0.03)
---------
Outstanding December 31, 1995....................... 620,667 0.03
Granted during the year............................. 346,000 1.29
Cancelled........................................... (45,000) (0.06)
Exercised during the year........................... (70,417) (0.03)
---------
Outstanding December 31, 1996....................... 851,250 0.54
Granted during the year............................. 930,667 0.75
Cancelled........................................... (185,500) (0.75)
Exercised during the year........................... (227,083) (0.21)
---------
Outstanding December 31, 1997....................... 1,369,334 0.57
Granted during the period........................... 50,667 (0.75)
Cancelled during the period......................... (2,333) (0.75)
Exercised during the period......................... (18,333) (0.03)
---------
Outstanding March 31, 1998.......................... 1,399,335 0.60
=========
</TABLE>

Exercise prices for options outstanding as of December 31, 1997 and March
31, 1998 ranged from $0.03 to $0.75 per share. In April 1997, the Board of
Directors authorized a $0.75 reduction in the exercise price per share for all
outstanding options issued with an exercise price of $1.50, with all other
terms remaining unchanged. The weighted average fair value of options granted
during 1995, 1996 and 1997 was $0.01, $0.16, and $0.97, respectively. The
weighted average remaining contractual life of those options outstanding as of
December 31, 1997 is 8.7 years and 8.5 years at March 31, 1998.

The number of shares of common stock issuable upon exercise of outstanding
stock options that were fully exercisable as of December 31, 1996, 1997 and
March 31, 1998 were 233,604, 387,543 and 412,876, respectively. The weighted
average exercise price of exercisable options as of December 31, 1997 and
March 31, 1998 is $0.39 and $0.42, respectively.

The options outstanding under the Plan generally vest in four equal annual
installments commencing on the day after the first anniversary of the grant
and expire ten years after the date of grant.

OTHER STOCK OPTIONS

During December 1996, the Company granted to one of its major customers an
option to purchase 555,555 shares of the Company's common stock at $6.00 per
share. Such options were valued at $0 on the date of grant using the Black-
Scholes option pricing method. The option expired unexercised in June 1997.

F-15
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

11. COMMITMENTS

OPERATING LEASES

The Company is obligated to make payments under noncancellable operating
leases for office space expiring in 2002. The approximate future minimum
annual rental payments under these operating leases are as follows:

Total rental expense for the years ended December 31, 1995, 1996 and 1997
was approximately $160,000, $306,000 and $425,000, respectively ($94,000 and
$109,000 for the three months ended March 31, 1997 and 1998).

12. MAJOR CUSTOMERS

One customer accounted for approximately 31% and 21% of revenues for the
years ended December 31, 1996 and 1997, respectively (12% for the three months
ended March 31, 1998). The same customer accounted for approximately 36% and
31% of accounts receivable at December 31, 1996 and 1997, respectively (14% at
March 31, 1998).

Another customer accounted for approximately 15%, 14% and 16% of revenues
for the years ended December 31, 1995, 1996 and 1997, respectively. The same
customer accounted for approximately 15% of accounts receivable at December
31, 1996 (17% at March 31, 1998).

A third customer accounted for approximately 16% and 11% of revenues for the
years ended December 31, 1996 and 1997, respectively (10% for the three months
ended March 31, 1998).

A fourth customer accounted for approximately 42% of revenues for the year
ended December 31, 1995.

A holder of preferred stock accounted for approximately 13%, 14% and 20% of
revenues for the years ended December 31, 1995, 1996 and 1997, respectively
(17% for the three months ended March 31, 1998). This stockholder accounted
for approximately 26% and 19% of accounts receivable at December 31, 1996 and
1997, respectively (19% at March 31, 1998).

13. SUBSEQUENT EVENTS AND PRO FORMA ADJUSTMENTS

STOCK SPLIT

In May 1998, the Board of Directors authorized the Company to file a
registration statement with the Securities and Exchange Commission for an
initial public offering of shares of its common stock. In connection
therewith, on June 10, 1998, the Company effected a 1-for-3 reverse stock
split and an increase in the number of authorized shares of its common stock
to 50,000,000 shares of $0.01 par value per share. The financial statements
give retroactive effect to the reverse stock split.

F-16
<PAGE>

MULTEX SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)

YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997 AND THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 (INFORMATION AS OF MARCH 31, 1998 AND

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 IS UNAUDITED)

13. SUBSEQUENT EVENTS AND PRO FORMA ADJUSTMENTS--(CONTINUED)

PREFERRED STOCK

In connection with the consummation of the initial public offering, the
Company has authorized the issuance of 5,000,000 shares of preferred stock,
par value $0.01 per share.

PRO FORMA FINANCIAL INFORMATION

Upon the completion of an initial public offering at a per share price to
the public of not less than $9.00 and in which the gross proceeds paid by the
public are at least $15,000,000, all outstanding redeemable preferred shares
will automatically be converted into shares of common stock in the manner
described in Note 3. The pro forma balance sheet at March 31, 1998 gives
effect to such conversion as if it occurred on that date. The pro forma loss
for the year ended December 31, 1997 and the three months ended March 31, 1998
give effect to the conversion of such shares as if it occurred on the
beginning of their respective periods.

All common and preferred share information included in the accompanying
financial statements has been adjusted to reflect the one-for-three reverse
stock split and the increases in authorized shares described above.

F-17
<PAGE>

[INSIDE BACK COVER]

[COLOR ARTWORK TO BE PROVIDED]
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OVER-ALLOT-
MENT SELLING STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUB-
SEQUENT TO ITS DATE.
--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 17
Dividend Policy........................................................... 17
Capitalization............................................................ 18
Dilution.................................................................. 19
Selected Consolidated Financial Data...................................... 20
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 21
Business.................................................................. 29
Management................................................................ 43
Certain Relationships and Related Party Transactions...................... 52
Principal Stockholders.................................................... 53
Description of Capital Stock.............................................. 55
Shares Eligible for Future Sale........................................... 59
Underwriting.............................................................. 61
Legal Matters............................................................. 63
Experts................................................................... 63
Additional Information.................................................... 64
Index to Consolidated Financial Statements................................ F-1
</TABLE>
--------------

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT
IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACT-
ING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

3,000,000 SHARES

[LOGO]

COMMON STOCK

--------------

PROSPECTUS

--------------

HAMBRECHT & QUIST

BANCAMERICA ROBERTSON STEPHENS

SALOMON SMITH BARNEY

DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER INCORPORATED

, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses, other than underwriting commissions, expected to be incurred
by the Company in connection with the issuance and distribution of the
securities being registered under this Registration Statement are estimated to
be as follows:

<TABLE>
<S> <C>
SEC registration fee............................................. $ 12,213
NASD filing fee.................................................. 4,640
Nasdaq National Market listing fee............................... 50,000
Printing and engraving........................................... 175,000
Legal fees and expenses.......................................... 350,000
Accounting fees and expenses..................................... 175,000
Blue sky fees and expenses (including legal fees)................ 10,000
Transfer agent fees.............................................. 15,000
Miscellaneous.................................................... 108,147
--------
Total........................................................ $900,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate provides that, except to the extent prohibited by DGCL, the
Registrant's directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as
directors of the Registrant. Under the DGCL, the directors have a fiduciary
duty to the Registrant which is not eliminated by this provision of the
Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the
DGCL for breach of the director's duty of loyalty to the Registrant, for acts
or omissions which are found by a court of competent jurisdiction to be not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws or
state or Federal environmental laws. The Registrant has obtained liability
insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out
of their capacity or status as directors and officers, provided that this
provision shall not eliminate or limit the liability of a director: (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any
other rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL and provides that the
Registrant shall fully indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative)
by reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise,

II-1
<PAGE>

against expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of
any threatened litigation or proceeding that may result in a claim for such
indemnification.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The Registrant has sold and issued the following securities during the past
three fiscal years:

In November 1993 and March 1994, respectively, the Registrant sold 25,000
shares of Series A Convertible Preferred Stock to Euclid Partners III, L.P.,
Isaak Karaev and certain other investors for an aggregate offering amount of
$2,500,000. In November 1994, the Registrant sold 36,666 shares of Series B
Convertible Preferred Stock to Euclid Partners III, L.P., 77 Capital Partners,
L.P., Venture Fund I, L.P. and certain other investors for an aggregate
offering amount of $5,499,900. In 1996, the Registrant sold 100,000 shares of
Series C Convertible Preferred Stock in various tranches to Chase Venture
Capital Associates, L.P., Euclid Partners III and IV, L.P. Reuters America,
Inc., Softbank Ventures, Inc. 77 Capital Partners, L.P., Venture Fund, I, L.P.
and certain other investors for an aggregate offering amount of $15,000,000.
In July 1997, the Registrant sold 55,556 shares of Series D Convertible
Preferred Stock to Chase Venture Capital Associates, L.P., Euclid Partners IV,
L.P., Reuters America, Inc. and certain other investors for an aggregate
offering amount of $15,000,000. The shares of Series A Convertible Preferred
Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred
Stock and Series D Convertible Preferred Stock were sold in reliance upon an
exemption from registration under the Securities Act of 1933 pursuant to
Section 4(2) thereof.

The Registrant from time to time has granted stock options to employees. The
following table sets forth certain information regarding such grants:

<TABLE>
<CAPTION>
NUMBER OF EXERCISE
OPTIONS PRICE
--------- --------
<S> <C> <C>
January 1, 1995 to December 31, 1995..................... 239,000 $0.03
January 1, 1996 to December 31, 1996..................... 346,000 0.75
January 1, 1997 to December 31, 1997..................... 930,667 0.75
January 1, 1998 to March 31, 1998........................ 50,667 0.75
</TABLE>

The above securities were offered and sold by the Registrant in reliance
upon exemptions from registration pursuant to either (i) Section 4(2) of the
Securities Act, as transactions not involving any public offering, or (ii)
Rule 701 under the Securities Act. No underwriters were involved in connection
with the sales of securities referred to in this Item 15.

II-2
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS.

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1** Amended and Restated Certificate of Incorporation.
3.2* Form of Amended and Restated Certificate of Incorporation to be in
effect upon the consummation of this offering.
3.3** By-laws.
3.4* Form of Amended and Restated By-laws to be in effect upon the
consummation of this offering.
3.5 Form of Certificate of Amendment of Amended and Restated Certificate
of Incorporation (included above as Exhibit 3.1) to be in effect
immediately prior to the effectiveness of this registration
statement.
4.1 Specimen Common Stock certificate.
4.2 See Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of the
Certificate of Incorporation and By-laws of the Registrant defining
the rights of holders of Common Stock of the Registrant.
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
10.1** Sublease, dated August 23, 1995, between International Business
Machines Corporation and the Registrant.
10.2+** Interactive Services Agreement, dated as of March 20, 1998, by and
between America Online, Inc. and the Registrant.
10.3+** Distribution and Joint Sourcing Agreement, dated as of June 4, 1996,
by and between Bloomberg, L.P. and the Registrant.
10.4+** Software and Reciprocal Data License Agreement, dated as of June 1,
1995, by and between Reuters Limited and the Registrant.
10.5 1998 Stock Option Plan.
10.6 Employee Stock Purchase Plan.
10.7(a)** Third Amended and Restated Registration Rights Agreement, dated as
of July 24, 1997.
10.7(b)** Supplement to Third Amended and Restated Registration Rights
Agreement, dated as of August 14, 1997.
10.8(a)+ Amendment No. 1, dated as of March 9, 1998, to the Agreement for
Internal Electronic Distribution Services, dated as of April 10,
1997, by and between Robertson, Stephens & Company LLC and the
Registrant.
10.8(b)+ Agreement for Internal Electronic Distribution Services, dated as of
April 10, 1997, by and between Robertson, Stephens & Company LLC and
the Registrant.
10.9+ Internal Electronic Distribution Services Agreement, dated as of
August 12, 1997, by and between Wessels, Arnold & Henderson, LLC and
the Registrant.
11.1** Statement re: Computation of Per Share Earnings.
21.1** Subsidiaries of the Registrant.
23.1* Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP.
24.1** Powers of Attorney (included in the Signature Page).
27.1** Financial Data Schedule for the year ended December 31, 1997.
27.2** Financial Data Schedule for the three months ended March 31, 1998.
</TABLE>
- ---------------------
* To be supplied by amendment.

** Previously filed.
+ Confidential treatment to be requested for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act.

II-3
<PAGE>

(B) FINANCIAL STATEMENT SCHEDULES.

None.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriter
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation of the Registrant, the Underwriting Agreement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned Registrant hereby undertakes:

(1) That for purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424 (b) (1) or (4),
or 497 (h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) That for the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of Prospectus shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in The City
of New York, State of New York, on this 1st day of July, 1998.

Multex Systems, Inc.

/s/ Isaak Karaev
By____________________________________
Name: Isaak Karaev
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 1, 1998:

SIGNATURE TITLE(S)

/s/ Isaak Karaev President, Chief Executive Officer
- ------------------------------------ and Chairman of the Board of
ISAAK KARAEV Directors (principal executive
officer)

Chief Financial Officer (principal
* financial officer)
- ------------------------------------
PHILIP CALLAGHAN

Vice President, Finance and
* Controller (principal accounting
- ------------------------------------ officer)
PHILIP SCHEPS

Director
*
- ------------------------------------
BRUCE E.H. BARLAG

Director
*
- ------------------------------------
DAVIS GAYNES

Director
*
- ------------------------------------
I. ROBERT GREENE

Director
*
- ------------------------------------
PETER LABONTE

Director
*
- ------------------------------------
MILTON J. PAPPAS

/s/ Isaak Karaev

*By:
--------------------------------

ISAAK KARAEV

ATTORNEY-IN-FACT

II-5
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Multex Systems, Inc.

We have audited the consolidated financial statements of Multex Systems,
Inc. as of December 31, 1997 and 1996, and for each of the three years in the
period ended December 31, 1997, and have issued our report thereon dated March
4, 1998 except for Note 13 as to which the date is June 10, 1998 (included
elsewhere in this Registration Statement). Our audits also included the
financial statement schedule listed in Item 16(b) of this Registration
Statement. This schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

Ernst & Young LLP

New York, New York
March 4, 1998

S-1
<PAGE>

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

MULTEX SYSTEMS, INC AND SUBSIDIARIES

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE AT ---------------------------------
BEGINNING OF CHARGED TO COSTS CHARGED TO OTHER BALANCE AT
DESCRIPTION PERIOD AND EXPENSES ACCOUNTS DEDUCTIONS END OF PERIOD
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Three months ended March 31, 1998
(unaudited):
Deducted from asset
account
Allowance for doubtful
accounts............... $240,000 $ 34,500 $ -- $30,500 $244,000
Year Ended December 31,
1997:
Deducted from asset
account
Allowance for doubtful
accounts............... $130,000 $168,130 $ -- $58,130 $240,000
Year Ended December 31,
1996:
Deducted from asset
account
Allowance for doubtful
accounts............... $ -- $130,000 $ -- $ -- $130,000
Year Ended December 31,
1995:
Deducted from asset
account
Allowance for doubtful
accounts............... $ -- $ -- $ -- $ -- $ --
</TABLE>

S-2
<PAGE>

INDEX TO EXHIBITS

* To be supplied by amendment.

** Previously filed.

+ Confidential treatment to be requested for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act.

<PAGE>

EXHIBIT 3.5

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

MULTEX SYSTEMS, INC.

PURSUANT TO SECTION 242 OF THE GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE

----------------

Multex Systems, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), DOES HEREBY CERTIFY:

FIRST: That Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation, stating the total number of shares the
Corporation is authorized to issue, is hereby amended to include the
following paragraph:

Upon the filing of this Certificate of Amendment with the Secretary
of State of the State of Delaware, each currently outstanding share of
Common Stock of the Corporation shall be consolidated and combined into
one-third ( 1/3) of a share of Common Stock. No fractional shares of
Common Stock shall be issued upon such reverse stock split; any
fractional shares that would otherwise result as to any holder shall be
rounded up to the nearest whole share.

SECOND: That the foregoing amendment has been duly adopted in accordance
with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
by Isaak Karaev, its President, Chief Executive Officer and Chairman of the
Board of Directors, this th day of , 1998.

By: ____________________________

Isaak Karaev, President and

Chief Executive Officer

ATTEST:

- -------------------------------------

Philip Callaghan, Secretary

<PAGE>

Exhibit 4.1

Number
MX __________
COMMON STOCK

[Multex Logo]
Multex Systems, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

Shares
__________
CUSIP 625367 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS

This Certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01
EACH OF

Multex Systems, Inc.

(hereinafter called the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon
the surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation of the Corporation to all of
which the holder hereof by acceptance hereof assents.

This certificate is not valid unless countersigned by the Transfer Agent.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

______________________________
Secretary

[SEAL]

______________________________
President, Chief Executive Officer and Chairman of the Board of Directors

Countersigned:
American Stock Transfer & Trust Company
(New York, NY)
BY TRANSFER AGENT

AUTHORIZED OFFICER
<PAGE>

The Corporation will furnish to any shareholder upon request and without charge
a full statement of the designation, relative rights, preferences and
limitations of the shares of each class authorized to be issued and the
designation, relative rights, preferences and limitations of each series of
preferred shares which the Company is authorized to issue so far as the same
have been fixed, and the authority of the Board of Directors of the Company to
designate and fix the relative rights, preferences and limitations of other
series.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT -- __________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors
Act______________
(State)

Additional abbreviations may also be used though not in the above list.

For value received, ____________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

____________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
shares of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _______________ Attorney to transfer the said
stock on the books of the within named Company with full power of substitution
in the premises.

Dated ________________

________________________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
<PAGE>

SIGNATURE(S) GUARANTEED:

By ____________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.

<PAGE>

EXHIBIT 10.5

MULTEX SYSTEMS, INC.
1998 STOCK OPTION PLAN
----------------------

ARTICLE ONE

GENERAL PROVISIONS
------------------

I. PURPOSE OF THE PLAN

This 1998 Stock Option Plan is intended to promote the interests of
Multex Systems, Inc., a Delaware corporation, by providing eligible persons with
the opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in
the service of the Corporation.

Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

II. STRUCTURE OF THE PLAN

A. The Plan shall be divided into four separate equity programs:

(i) the Discretionary Option Grant Program under which eligible
persons may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Common Stock,

(ii) the Salary Investment Option Grant Program under which eligible
employees may elect to have a portion of their base salary invested each year in
special options,

(iii) the Stock Issuance Program under which eligible persons may, at
the discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a bonus for
services rendered the Corporation (or any Parent or Subsidiary), and

(iv) the Automatic Option Grant Program under which eligible non-
employee Board members shall automatically receive options at periodic intervals
to purchase shares of Common Stock.

B. The provisions of Articles One and Six shall apply to all equity
programs under the Plan and shall govern the interests of all persons under the
Plan.

III. ADMINISTRATION OF THE PLAN

A. Prior to the Section 12 Registration Date, the Discretionary
Option Grant and Stock Issuance Programs shall be administered by the Board.
Beginning with the Section 12 Registration Date, the following provisions shall
govern the administration of the Plan:
<PAGE>

(i) The Board shall have the authority to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders but may delegate such authority in whole or in part to the Primary
Committee.

(ii) Administration of the Discretionary Option Grant and Stock
Issuance Programs with respect to all other persons eligible to participate in
those programs may, at the Board's discretion, be vested in the Primary
Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons.

(iii) The Primary Committee shall have the sole and exclusive
authority to determine which Section 16 Insiders and other highly compensated
Employees shall be eligible for participation in the Salary Investment Option
Grant Program for one or more calendar years. However, all option grants under
the Salary Investment Option Grant Program shall be made in accordance with the
express terms of that program, and the Primary Committee shall not exercise any
discretionary functions with respect to the option grants made under that
program.

(iv) Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program.

B. Each Plan Administrator shall, within the scope of its administrative
jurisdiction under the Plan, have full power and authority subject to the
provisions of the Plan:

(i) to establish such rules as it may deem appropriate for proper
administration of the Plan, to make all factual determinations, to construe and
interpret the provisions of the Plan and the awards thereunder and to resolve
any and all ambiguities thereunder;

(ii) to determine, with respect to awards made under the
Discretionary Option Grant and Stock Issuance Programs, which eligible persons
are to receive such awards, the time or times when such awards are to be made,
the number of shares to be covered by each such award, the vesting schedule (if
any) applicable to the award, the status of a granted option as either an
Incentive Option or a Non-Statutory Option and the maximum term for which the
option is to remain outstanding;

(iii) to amend, modify or cancel any outstanding award with the
consent of the holder or accelerate the vesting of such award; and

(iv) to take such other discretionary actions as permitted pursuant
to the terms of the applicable program.

Decisions of each Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties.

C. Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions
of any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

2.
<PAGE>

D. Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any options or stock issuances under the Plan.

IV. ELIGIBILITY

A. The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

(i) Employees,

(ii) non-employee members of the Board or the board of directors
of any Parent or Subsidiary, and

(iii) consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).

B. Only Employees who are Section 16 Insiders or other highly
compensated individuals shall be eligible to participate in the Salary
Investment Option Grant Program.

C. Only non-employee Board members shall be eligible to participate
in the Automatic Option Grant Program.

V. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall not exceed One
Million Five Hundred Thousand (1,500,000) shares. Such authorized share reserve
consists of (i) the number of shares which remain available for issuance, as of
the Plan Effective Date, under the Predecessor Plan as last approved by the
Corporation's stockholders, including the shares subject to the outstanding
options to be incorporated into the Plan and the additional shares which would
otherwise be available for future grant, plus (ii) an increase of One Million
(1,000,000) shares authorized by the Board subject to stockholder approval prior
to the Section 12 Registration Date.

B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of each calendar
year during the term of the Plan, beginning with the 2000 calendar year, by an
amount equal to three percent (3%) of the shares of Common Stock outstanding on
the last trading day of the immediately preceding calendar year, but in no event
shall any such annual increase exceed Five Hundred Thousand (500,000) shares.

C. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than Two Hundred and

3.
<PAGE>

Fifty Thousand (250,000) shares of Common Stock in the aggregate per calendar
year, beginning with the 1998 calendar year.

D. Shares of Common Stock subject to outstanding options (including
options incorporated into this Plan from the Predecessor Plan) shall be
available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan, shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
or direct stock issuances under the Plan. However, should the exercise price of
an option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of an option or the vesting of a stock issuance under the Plan, then the number
of shares of Common Stock available for issuance under the Plan shall be reduced
by the gross number of shares for which the option is exercised or which vest
under the stock issuance, and not by the net number of shares of Common Stock
issued to the holder of such option or stock issuance. Shares of Common Stock
underlying one or more stock appreciation rights exercised under the Plan shall
not be available for subsequent issuance.

E. If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the number and/or class of securities by which the share reserve is
to increase each calendar year pursuant to the automatic share increase
provisions of the Plan, (iii) the number and/or class of securities for which
any one person may be granted options, separately exercisable stock appreciation
rights and direct stock issuances under the Plan per calendar year, (iv) the
number and/or class of securities for which grants are subsequently to be made
under the Automatic Option Grant Program to new and continuing non-employee
Board members, (v) the number and/or class of securities and the exercise price
per share in effect under each outstanding option under the Plan and (vi) the
number and/or class of securities and price per share in effect under each
outstanding option incorporated into this Plan from the Predecessor Plan. Such
adjustments to the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits under such
options. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive.

4.
<PAGE>

ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM
----------------------------------

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A. Exercise Price.
--------------

1. The exercise price per share shall be fixed by the Plan
Administrator at the time of the option grant.

2. The exercise price shall become immediately due upon exercise of
the option and shall, subject to the provisions of Section II of Article Six and
the documents evidencing the option, be payable in cash or check made payable to
the Corporation. Should the Common Stock be registered under Section 12 of the
1934 Act at the time the option is exercised, then the exercise price may also
be paid as follows:

(i) shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or

(ii) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the
Optionee shall concurrently provide irrevocable instructions to (a) a
Corporation-approved brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of such exercise and (b) the
Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

B. Exercise and Term of Options. Each option shall be exercisable at
----------------------------
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.

5.
<PAGE>

C. Cessation of Service.
--------------------

1. The following provisions shall govern the exercise of
any options outstanding at the time of the Optionee's cessation of Service or
death:

(i) Any option outstanding at the time of the Optionee's
cessation of Service for any reason shall remain exercisable for such
period of time thereafter as shall be determined by the Plan Administrator
and set forth in the documents evidencing the option, but no such option
shall be exercisable after the expiration of the option term.

(ii) Any option exercisable in whole or in part by the
Optionee at the time of death may be subsequently exercised by his or her
Beneficiary.

(iii) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of the
Optionee's cessation of Service. Upon the expiration of the applicable
exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares
for which the option has not been exercised. However, the option shall,
immediately upon the Optionee's cessation of Service, terminate and cease
to be outstanding to the extent the option is not otherwise at that time
exercisable for vested shares.

(iv) Should the Optionee's Service be terminated for
Misconduct or should the Optionee engage in Misconduct while his or her
options are outstanding, then all such options shall terminate immediately
and cease to be outstanding.

2. The Plan Administrator shall have complete discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding:

(i) to extend the period of time for which the option is to
remain exercisable following the Optionee's cessation of Service to such
period of time as the Plan Administrator shall deem appropriate, but in no
event beyond the expiration of the option term, and/or

(ii) to permit the option to be exercised, during the applicable
post-Service exercise period, for one or more additional installments in
which the Optionee would have vested had the Optionee continued in Service.

D. Stockholder Rights. The holder of an option shall have no
------------------
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

E. Repurchase Rights. The Plan Administrator shall have the
-----------------
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee

6.
<PAGE>

cease Service while holding such unvested shares, the Corporation shall have the
right to repurchase, at the exercise price paid per share, any or all of those
unvested shares. The terms upon which such repurchase right shall be exercisable
(including the period and procedure for exercise and the appropriate vesting
schedule for the purchased shares) shall be established by the Plan
Administrator and set forth in the document evidencing such repurchase right.

F. Limited Transferability of Options. During the lifetime of the
----------------------------------
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death. Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust established exclusively for Optionee and/or one
or more such family members. The terms applicable to the assigned portion shall
be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as
the Plan Administrator may deem appropriate.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Six shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.

A. Eligibility. Incentive Options may only be granted to Employees.
-----------

B. Exercise Price. The exercise price per share shall not be less
--------------
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

C. Dollar Limitation. The aggregate Fair Market Value of the shares
-----------------
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent
the Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

D. 10% Stockholder. If any Employee to whom an Incentive Option is
---------------
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

III. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. Each option outstanding at the time of a Change in Control but not
otherwise fully-vested shall automatically accelerate so that each such option
shall, immediately

7.
<PAGE>

prior to the effective date of the Change in Control, become exercisable for all
of the shares of Common Stock at the time subject to that option and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
However, an outstanding option shall not so accelerate if and to the extent: (i)
such option is, in connection with the Change in Control, assumed or otherwise
continued in full force and effect by the successor corporation (or parent
thereof) pursuant to the terms of the Change in Control, (ii) such option is
replaced with a cash incentive program of the successor corporation which
preserves the spread existing at the time of the Change in Control on the shares
of Common Stock for which the option is not otherwise at that time exercisable
and provides for subsequent payout in accordance with the same vesting schedule
applicable to those option shares or (iii) the acceleration of such option is
subject to other limitations imposed by the Plan Administrator at the time of
the option grant.

B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect
pursuant to the terms of the Change in Control or (ii) such accelerated vesting
is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.

C. Immediately following the consummation of the Change in Control,
all outstanding options shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof) or otherwise
expressly continued in full force and effect pursuant to the terms of the Change
in Control.

D. Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted, immediately after such Change in
Control, to apply to the number and class of securities which would have been
issuable to the Optionee in consummation of such Change in Control had the
option been exercised immediately prior to such Change in Control. Appropriate
adjustments to reflect such Change in Control shall also be made to (i) the
exercise price payable per share under each outstanding option, provided the
aggregate exercise price payable for such securities shall remain the same, (ii)
the maximum number and/or class of securities available for issuance over the
remaining term of the Plan and (iii) the maximum number and/or class of
securities for which any one person may be granted options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan
per calendar year.

E. The Plan Administrator may at any time provide that one or more
options will automatically accelerate in connection with a Change in Control,
whether or not those options are assumed or otherwise continued in full force
and effect pursuant to the terms of the Change in Control. Any such option
shall accordingly become exercisable, immediately prior to the effective date of
such Change in Control, for all of the shares of Common Stock at the time
subject to that option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. In addition, the Plan Administrator may at
any time provide that one or more of the Corporation's repurchase rights shall
not be assignable in connection with such Change in Control and shall terminate
upon the consummation of such Change in Control.

F. The Plan Administrator may at any time provide that one or more
options will automatically accelerate upon an Involuntary Termination of the
Optionee's Service within a

8.
<PAGE>

designated period (not to exceed eighteen (18) months) following the effective
date of any Change in Control in which those options do not otherwise
accelerate. Any options so accelerated shall remain exercisable for fully-vested
shares until the earlier of (i) the expiration of the option term or (ii) the
expiration of the one (1) year period measured from the effective date of the
Involuntary Termination. In addition, the Plan Administrator may at any time
provide that one or more of the Corporation's repurchase rights shall
immediately terminate upon such Involuntary Termination.

G. The Plan Administrator may at any time provide that one or more
options will automatically accelerate in connection with a Hostile Take-Over.
Any such option shall become exercisable, immediately prior to the effective
date of such Hostile Take-Over, for all of the shares of Common Stock at the
time subject to that option and may be exercised for any or all of those shares
as fully-vested shares of Common Stock. In addition, the Plan Administrator may
at any time provide that one or more of the Corporation's repurchase rights
shall terminate automatically upon the consummation of such Hostile Take-Over.
Alternatively, the Plan Administrator may condition such automatic acceleration
and termination upon an Involuntary Termination of the Optionee's Service within
a designated period (not to exceed eighteen (18) months) following the effective
date of such Hostile Take-Over. Each option so accelerated shall remain
exercisable for fully-vested shares until the expiration or sooner termination
of the option term.

H. The portion of any Incentive Option accelerated in connection with
a Change in Control or Hostile Take Over shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Non-
Statutory Option under the Federal tax laws.

IV. STOCK APPRECIATION RIGHTS

The Plan Administrator may, subject to such conditions as it may
determine, grant to selected Optionees stock appreciation rights which will
allow the holders of those rights to elect between the exercise of the
underlying option for shares of Common Stock and the surrender of that option in
exchange for a distribution from the Corporation in an amount equal to the
excess of (a) the Option Surrender Value of the number of shares for which the
option is surrendered over (b) the aggregate exercise price payable for such
shares. The distribution may be made in shares of Common Stock valued at Fair
Market Value on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole discretion deem
appropriate.

9.
<PAGE>

ARTICLE THREE

SALARY INVESTMENT OPTION GRANT PROGRAM
--------------------------------------

I. OPTION GRANTS

The Primary Committee may implement the Salary Investment Option Grant
Program for one or more calendar years beginning after the Underwriting Date and
select the Section 16 Insiders and other highly compensated Employees eligible
to participate in the Salary Investment Option Grant Program for each such
calendar year. Each selected individual who elects to participate in the Salary
Investment Option Grant Program must, prior to the start of each calendar year
of participation, file with the Plan Administrator (or its designate) an
irrevocable authorization directing the Corporation to reduce his or her base
salary for that calendar year by an amount not less than Ten Thousand Dollars
($10,000.00) nor more than Fifty Thousand Dollars ($50,000.00). The Primary
Committee shall have complete discretion to determine whether to approve the
filed authorization in whole or in part. To the extent the Primary Committee
approves the authorization, the individual who filed that authorization shall be
granted an option under the Salary Investment Grant Program on the first trading
day in January for the calendar year for which the salary reduction is to be in
effect.

II. OPTION TERMS

Each option shall be a Non-Statutory Option evidenced by one or more
documents in the form approved by the Plan Administrator; provided, however,
that each such document shall comply with the terms specified below.

A. Exercise Price.
--------------

1. The exercise price per share shall be thirty-three and one-third
percent (33-1/3%) of the Fair Market Value per share of Common Stock on the
option grant date.

2. The exercise price shall become immediately due upon exercise of
the option and shall be payable in one or more of the alternative forms
authorized under the Discretionary Option Grant Program. Except to the extent
the sale and remittance procedure specified thereunder is utilized, payment of
the exercise price for the purchased shares must be made on the Exercise Date.

B. Number of Option Shares. The number of shares of Common Stock
-----------------------
subject to the option shall be determined pursuant to the following formula
(rounded down to the nearest whole number):

X = A divided by (B x 66-2/3%), where

X is the number of option shares,

A is the dollar amount of the approved reduction in the
Optionee's base salary for the calendar year, and

10.
<PAGE>

B is the Fair Market Value per share of Common Stock on the
option grant date.

C. Exercise and Term of Options. The option shall become exercisable
----------------------------
in a series of twelve (12) successive equal monthly installments upon the
Optionee's completion of each calendar month of Service in the calendar year for
which the salary reduction is in effect. Each option shall have a maximum term
of ten (10) years measured from the option grant date.

D. Cessation of Service. Each option outstanding at the time of the
--------------------
Optionee's cessation of Service shall remain exercisable, for any or all of the
shares for which the option is exercisable at the time of such cessation of
Service, until the earlier of (i) the expiration of the option term or (ii) the
expiration of the three (3)-year period following the Optionee's cessation of
Service. To the extent the option is held by the Optionee at the time of his or
her death, the option may be exercised by his or her Beneficiary. However, the
option shall, immediately upon the Optionee's cessation of Service, terminate
and cease to remain outstanding with respect to any and all shares of Common
Stock for which the option is not otherwise at that time exercisable.

III. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of any Change in Control or Hostile Take-Over while
the Optionee remains in Service, each outstanding option shall automatically
accelerate so that each such option shall, immediately prior to the effective
date of the Change in Control or Hostile Take-Over, become fully exercisable
with respect to the total number of shares of Common Stock at the time subject
to such option and may be exercised for any or all of those shares as fully-
vested shares of Common Stock. Each such option accelerated in connection with
a Change in Control shall terminate upon the Change in Control, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise
continued in full force and effect pursuant to the terms of the Change in
Control. Each such option accelerated in connection with a Hostile Take-Over
shall remain exercisable until the expiration or sooner termination of the
option term.

B. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each of
his or her outstanding options. The Optionee shall in return be entitled to a
cash distribution from the Corporation in an amount equal to the excess of (i)
the Option Surrender Value of the shares of Common Stock at the time subject to
each surrendered option (whether or not the Optionee is otherwise at the time
vested in those shares) over (ii) the aggregate exercise price payable for such
shares. Such cash distribution shall be paid within five (5) days following the
surrender of the option to the Corporation.

IV. REMAINING TERMS

The remaining terms of each option granted under the Salary Investment
Option Grant Program shall be the same as the terms in effect for options made
under the Discretionary Option Grant Program.

11.
<PAGE>

ARTICLE FOUR

STOCK ISSUANCE PROGRAM
----------------------

I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening options. Shares
of Common Stock may also be issued under the Stock Issuance Program pursuant to
share right awards which entitle the recipients to receive those shares upon the
attainment of designated performance goals or Service requirements. Each such
award shall be evidenced by one or more documents which comply with the terms
specified below.

A. Purchase Price.
--------------

1. The purchase price per share of Common Stock subject to
direct issuance shall be fixed by the Plan Administrator.

2. Subject to the provisions of Section II of Article Six,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

(i) cash or check made payable to the Corporation, or

(ii) past services rendered to the Corporation (or any Parent
or Subsidiary).

B. Vesting/Issuance Provisions.
---------------------------

1. The Plan Administrator may issue shares of Common Stock which
are fully and immediately vested upon issuance or which are to vest in one or
more installments over the Participant's period of Service or upon attainment of
specified performance objectives. Alternatively, the Plan Administrator may
issue share right awards which shall entitle the recipient to receive a
specified number of vested shares of Common Stock upon the attainment of one or
more performance goals or Service requirements established by the Plan
Administrator.

2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to his or her unvested
shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

3. The Participant shall have full stockholder rights with respect
to the issued shares of Common Stock, whether or not the Participant's interest
in those shares is

12.
<PAGE>

vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

4. Should the Participant cease to remain in Service while holding
one or more unvested shares of Common Stock, or should the performance
objectives not be attained with respect to one or more such unvested shares of
Common Stock, then those shares shall be immediately surrendered to the
Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares. To the extent the surrendered
shares were previously issued to the Participant for consideration paid in cash
or cash equivalent (including the Participant's purchase-money indebtedness),
the Corporation shall repay to the Participant the cash consideration paid for
the surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to the
surrendered shares.

5. The Plan Administrator may waive the surrender and cancellation of
one or more unvested shares of Common Stock (or other assets attributable
thereto) which would otherwise occur upon the cessation of the Participant's
Service or the non-attainment of the performance objectives applicable to those
shares. Such waiver shall result in the immediate vesting of the Participant's
interest in the shares of Common Stock as to which the waiver applies. Such
waiver may be effected at any time, whether before or after the Participant's
cessation of Service or the attainment or non-attainment of the applicable
performance objectives.

6. Outstanding share right awards shall automatically terminate, and
no shares of Common Stock shall actually be issued in satisfaction of those
awards, if the performance goals or Service requirements established for such
awards are not attained. The Plan Administrator, however, shall have the
authority to issue shares of Common Stock in satisfaction of one or more
outstanding share right awards as to which the designated performance goals or
Service requirements are not attained.

II. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. All of the Corporation's outstanding repurchase rights shall
terminate automatically, and all the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Change in
Control, except to the extent (i) those repurchase rights are assigned to the
successor corporation (or parent thereof) or otherwise continue in full force
and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.

B. The Plan Administrator may at any time provide for the automatic
termination of one or more of those outstanding repurchase rights and the
immediate vesting of the shares of Common Stock subject to those terminated
rights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary
Termination of the Participant's Service within a designated period (not to
exceed eighteen (18) months) following the effective date of any Change in
Control or Hostile Take-Over in which those repurchase rights are assigned to
the successor corporation (or parent thereof) or otherwise continue in full
force and effect.

13.
<PAGE>

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.

14.
<PAGE>

ARTICLE FIVE

AUTOMATIC OPTION GRANT PROGRAM
------------------------------

I. OPTION TERMS

A. Grant Dates. Options shall be made on the dates specified below:
-----------

1. Each individual serving as a non-employee Board member on the
Underwriting Date shall automatically be granted at that time a Non-Statutory
Option to purchase Eight Thousand (8,000) shares of Common Stock, provided that
individual has not previously been in the employ of the Corporation or any
Parent or Subsidiary and is not a 5% Stockholder or Affiliate.

2. Each individual who is first elected or appointed as a non-
employee Board member at any time after the Underwriting Date shall
automatically be granted, on the date of such initial election or appointment, a
Non-Statutory Option to purchase Eight Thousand (8,000) shares of Common Stock,
provided that individual has not previously been in the employ of the
Corporation or any Parent or Subsidiary and is not a 5% Stockholder or
Affiliate.

3. On the date of each Annual Stockholders Meeting held after the
Underwriting Date, each individual who is to continue to serve as a non-employee
Board member, whether or not that individual is standing for re-election to the
Board, shall automatically be granted a Non-Statutory Option to purchase Two
Thousand Five Hundred (2,500) shares of Common Stock, provided such individual
has served as a non-employee Board member for at least six (6) months and is not
a 5% Stockholder or Affiliate.

B. Exercise Price.

1. The exercise price per share shall be equal to one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the option grant
date.

2. The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

C. Option Term. Each option shall have a term of ten (10) years
-----------
measured from the option grant date.

D. Exercise and Vesting of Options. Each option shall be immediately
-------------------------------
exercisable for any or all of the option shares. However, any shares purchased
under the option shall be subject to repurchase by the Corporation, at the
exercise price paid per share, upon the Optionee's cessation of Board service
prior to vesting in those shares. Each initial Eight Thousand (8,000)-share
option shall vest, and the Corporation's repurchase right shall lapse, in a
series of four (4) successive equal annual installments upon the Optionee's
completion of each

15.
<PAGE>

year of Board service over the four (4)-year period measured from the grant
date. Each annual Two Thousand Five Hundred (2,500)-share option shall vest, and
the Corporation's repurchase right shall lapse, upon the Optionee's completion
of one (1) year of Board service measured from the grant date.

E. Cessation of Board Service. The following provisions shall govern
--------------------------
the exercise of any options outstanding at the time of the Optionee's cessation
of Board service:

(i) Any option outstanding at the time of the Optionee's
cessation of Board service for any reason shall remain exercisable for a
twelve (12)-month period following the date of such cessation of Board
service, but in no event shall such option be exercisable after the
expiration of the option term.

(ii) Any option exercisable in whole or in part by the Optionee
at the time of death may be subsequently exercised by his or her
Beneficiary.

(iii) Following the Optionee's cessation of Board service, the
option may not be exercised in the aggregate for more than the number of
shares in which the Optionee was vested on the date of such cessation of
Board service. Upon the expiration of the applicable exercise period or
(if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding for any vested shares for which the
option has not been exercised. However, the option shall, immediately upon
the Optionee's cessation of Board service, terminate and cease to be
outstanding for any and all shares in which the Optionee is not otherwise
at that time vested.

(iv) However, should the Optionee cease to serve as a Board
member by reason of death or Permanent Disability, then all shares at the
time subject to the option shall immediately vest so that such option may,
during the twelve (12)-month exercise period following such cessation of
Board service, be exercised for all or any portion of those shares as
fully-vested shares of Common Stock.

II. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of any Change in Control or Hostile Take-Over, the
shares of Common Stock at the time subject to each outstanding option but not
otherwise vested shall automatically vest in full so that each such option may,
immediately prior to the effective date of such Change in Control the Hostile
Take-Over, be exercised for all or any portion of those shares as fully-vested
shares of Common Stock. Each such option accelerated in connection with a
Change in Control shall terminate upon the Change in Control, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise
continued in full force and effect pursuant to the terms of the Change in
Control. Each such option accelerated in connection with a Hostile Take-Over
shall remain exercisable until the expiration or sooner termination of the
option term.

16.
<PAGE>

C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each of
his or her outstanding options. The Optionee shall in return be entitled to a
cash distribution from the Corporation in an amount equal to the excess of (i)
the Option Surrender Value of the shares of Common Stock at the time subject to
each surrendered option (whether or not the Optionee is otherwise at the time
vested in those shares) over (ii) the aggregate exercise price payable for such
shares. Such cash distribution shall be paid within five (5) days following the
surrender of the option to the Corporation.

D. Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments shall also be made to the exercise
price payable per share under each outstanding option, provided the aggregate
exercise price payable for such securities shall remain the same.

III. REMAINING TERMS

The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for options made under
the Discretionary Option Grant Program.

17.
<PAGE>

ARTICLE SIX

MISCELLANEOUS
-------------

I. NO IMPAIRMENT OF AUTHORITY

Outstanding awards shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

II. FINANCING

The Plan Administrator may permit any Optionee or Participant to pay
the option exercise price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering a
full-recourse, interest bearing promissory note payable in one or more
installments. The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares plus (ii) any Federal,
state and local income and employment tax liability incurred by the Optionee or
the Participant in connection with the option exercise or share purchase.

III. TAX WITHHOLDING

A. The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or the issuance or vesting of such shares under the
Plan shall be subject to the satisfaction of all applicable Federal, state and
local income and employment tax withholding requirements.

B. The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan with the right to use shares of Common Stock in satisfaction of all or part
of the Taxes incurred by such holders in connection with the exercise of their
options or the vesting of their shares. Such right may be provided to any such
holder in either or both of the following formats:

C. Stock Withholding: The election to have the Corporation withhold,
-----------------
from the shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.

D. Stock Delivery: The election to deliver to the Corporation, at
--------------
the time the Non-Statutory Option is exercised or the shares vest, one or more
shares of Common Stock previously acquired by such holder (other than in
connection with the option exercise or share vesting triggering the Taxes) with
an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.

18.
<PAGE>

IV. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan shall become effective immediately upon the Plan
Effective Date. However, the Salary Investment Option Grant Program shall not
be implemented until such time as the Primary Committee or the Board may deem
appropriate. Options may be granted under the Discretionary Option Grant or
Automatic Option Grant Program at any time on or after the Plan Effective Date.
However, no options granted under the Plan may be exercised, and no shares shall
be issued under the Plan, until the Plan is approved by the Corporation's
stockholders. If such stockholder approval is not obtained within twelve (12)
months after the Plan Effective Date, then all options previously granted under
this Plan shall terminate and cease to be outstanding, and no further options
shall be granted and no shares shall be issued under the Plan.

B. The Plan shall serve as the successor to the Predecessor Plan, and
no further options or direct stock issuances shall be made under the Predecessor
Plan after the Section 12 Registration Date. All options outstanding under the
Predecessor Plan on the Section 12 Registration Date shall be incorporated into
the Plan at that time and shall be treated as outstanding options under the
Plan. However, each outstanding option so incorporated shall continue to be
governed solely by the terms of the documents evidencing such option, and no
provision of the Plan shall be deemed to affect or otherwise modify the rights
or obligations of the holders of such incorporated options with respect to their
acquisition of shares of Common Stock.

C. One or more provisions of the Plan, including (without limitation)
the option/vesting acceleration provisions of Article Two relating to Changes in
Control, may, in the Plan Administrator's discretion, be extended to one or more
options incorporated from the Predecessor Plan which do not otherwise contain
such provisions.

D. The Plan shall terminate upon the earliest of (i) June 9, 2008,
(ii) the date on which all shares available for issuance under the Plan shall
have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control. Upon such plan
termination, all outstanding options and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

V. AMENDMENT OF THE PLAN

A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

B. Options to purchase shares of Common Stock may be granted under
the Discretionary Option Grant and Salary Investment Option Grant Programs and
shares of Common Stock may be issued under the Stock Issuance Program that are
in each instance in

19.
<PAGE>

excess of the number of shares then available for issuance under the Plan,
provided any excess shares actually issued under those programs shall be held in
escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the
Plan. If such stockholder approval is not obtained within twelve (12) months
after the date the first such excess issuances are made, then (i) any
unexercised options granted on the basis of such excess shares shall terminate
and cease to be outstanding and (ii) the Corporation shall promptly refund to
the Optionees and the Participants the exercise or purchase price paid for any
excess shares issued under the Plan and held in escrow, together with interest
(at the applicable Short Term Federal Rate) for the period the shares were held
in escrow, and such shares shall thereupon be automatically cancelled and cease
to be outstanding.

VI. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

VII. REGULATORY APPROVALS

A. The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any granted option or (ii) under the Stock Issuance Program shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.

B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

VIII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

20.
<PAGE>

APPENDIX
--------

The following definitions shall be in effect under the Plan:

A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option
------------------------------
grant program in effect under the Plan.

B. BENEFICIARY shall mean, in the event the Plan Administrator
-----------
implements a beneficiary designation procedure, the person(s) designated by an
Optionee or Participant, pursuant to such procedure, to succeed to such person's
rights under any outstanding awards held by him or her at the time of death. In
the absence of such designation or procedure, the Beneficiary shall be the
personal representative(s) of the estate of the Optionee or Participant or the
person or persons to whom the award is transferred by will or the laws of
descent and distribution.

C. BOARD shall mean the Corporation's Board of Directors.
-----

D. CHANGE IN CONTROL shall mean a change in ownership or control of
-----------------
the Corporation effected through any of the following transactions:

(i) a merger, consolidation or reorganization approved by the
Corporation's stockholders, unless securities representing more than fifty
percent (50%) of the total combined voting power of the voting securities
of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Corporation's outstanding voting
securities immediately prior to such transaction,

(ii) any stockholder-approved transfer or other disposition of
all or substantially all of the Corporation's assets, or

(iii) the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation), of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders which the Board recommends such
stockholders accept.

E. CODE shall mean the Internal Revenue Code of 1986, as amended.
----

F. COMMON STOCK shall mean the Corporation's common stock.
------------

G. CORPORATION shall mean Multex Systems, Inc., a Delaware
-----------
corporation, and its successors.

A-1.
<PAGE>

H. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
----------------------------------
option grant program in effect under the Plan.

I. EMPLOYEE shall mean an individual who is in the employ of the
--------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

J. EXERCISE DATE shall mean the date on which the Corporation shall
-------------
have received written notice of the option exercise.

K. FAIR MARKET VALUE per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported on the Nasdaq National Market or any successor system. If there
is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.

(iii) For purposes of any options made on the Underwriting Date,
the Fair Market Value shall be deemed to be equal to the price per share at
which the Common Stock is to be sold in the initial public offering
pursuant to the Underwriting Agreement.

(iv) For purposes of any options made prior to the Underwriting
Date, the Fair Market Value shall be determined by the Plan Administrator,
after taking into account such factors as it deems appropriate.

L. 5% STOCKHOLDER OR AFFILIATE shall mean a non-employee Board member
---------------------------
who, directly or indirectly, owns stock (as determined under Code Section
424(d)) possessing at least five percent (5%) of the total combined voting power
of the outstanding securities of the Corporation (or any Parent or Subsidiary)
or is affiliated with or is a representative of such a five percent or greater
stockholder.

A-2.
<PAGE>

M. HOSTILE TAKE-OVER shall mean:
-----------------

(i) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders which the Board does not recommend such
stockholders to accept, or

(ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such election or
nomination.

N. INCENTIVE OPTION shall mean an option which satisfies the
----------------
requirements of Section 422 of the Code.

O. INVOLUNTARY TERMINATION shall mean the termination of the Service
-----------------------
of any individual which occurs by reason of:

(i) such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(ii) such individual's voluntary resignation following (A) a
change in his or her position with the Corporation or Parent or Subsidiary
employing the individual which materially reduces his or her duties and
responsibilities or the level of management to which he or she reports, (B)
a reduction in his or her level of compensation (including base salary,
fringe benefits and target bonus under any performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation
of such individual's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected by
the Corporation without the individual's consent.

P. MISCONDUCT shall mean the commission of any act of fraud,
----------
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by such
person, whether by omission or commission, which adversely affects the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. This shall not limit the grounds for the dismissal or discharge of any
person in the Service of the Corporation (or any Parent or Subsidiary).

A-3.
<PAGE>

Q. 1934 ACT shall mean the Securities Exchange Act of 1934, as
--------
amended.

R. NON-STATUTORY OPTION shall mean an option not intended to satisfy
--------------------
the requirements of Section 422 of the Code.

S. OPTION SURRENDER VALUE shall mean the Fair Market Value per share
----------------------
of Common Stock on the date the option is surrendered to the Corporation or, in
the event of a Hostile Take-Over, effected through a tender offer, the highest
reported price per share of Common Stock paid by the tender offeror in effecting
such Hostile Take-Over, if greater. However, if the surrendered option is an
Incentive Option, the Option Surrender Value shall not exceed the Fair Market
Value per share.

T. OPTIONEE shall mean any person to whom an option is granted under
--------
the Discretionary Option Grant, Salary Investment Option Grant or Automatic
Option Grant Program.

U. PARENT shall mean any corporation (other than the Corporation) in
------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

V. PARTICIPANT shall mean any person who is issued shares of Common
-----------
Stock under the Stock Issuance Program.

W. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the
--------------------------------------------
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more. However, solely for purposes of the Automatic Option Grant
Program, Permanent Disability or Permanently Disabled shall mean the inability
of the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.

X. PLAN shall mean the Corporation's 1998 Stock Option Plan, as set
----
forth in this document.

Y. PLAN ADMINISTRATOR shall mean the particular entity, whether the
------------------
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant, Salary Investment Option Grant and
Stock Issuance Programs with respect to one or more classes of eligible persons,
to the extent such entity is carrying out its administrative functions under
those programs with respect to the persons under its jurisdiction. However, the
Primary Committee shall have the plenary authority to make all factual
determinations and to construe and interpret any and all ambiguities under the
Plan to the extent such authority is not otherwise expressly delegated to any
other Plan Administrator.

Z. PLAN EFFECTIVE DATE shall mean June 10, 1998, the date on which
-------------------
the Plan was adopted by the Board.

A-4.
<PAGE>

AA. PREDECESSOR PLAN shall mean the Corporation's pre-existing 1993
----------------
Stock Incentive Plan in effect immediately prior to the Plan Effective Date
hereunder.

BB. PRIMARY COMMITTEE shall mean the committee of two (2) or more
-----------------
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders and to administer the Salary Investment Option Grant Program with
respect to all eligible individuals.

CC. SALARY INVESTMENT OPTION GRANT PROGRAM shall mean the salary
--------------------------------------
investment grant program in effect under the Plan.

DD. SECONDARY COMMITTEE shall mean a committee of one (1) or more
-------------------
Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.

EE. SECTION 12 REGISTRATION DATE shall mean the date on which the
----------------------------
Common Stock is first registered under Section 12(g) of the 1934 Act.

FF. SECTION 16 INSIDER shall mean an officer or director of the
------------------
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

GG. SERVICE shall mean the performance of services for the
-------
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.

HH. STOCK EXCHANGE shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.

II. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
----------------------
effect under the Plan.

JJ. SUBSIDIARY shall mean any corporation (other than the
----------
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

KK. TAXES shall mean the Federal, state and local income and
-----
employment tax liabilities incurred by the holder of Non-Statutory Options or
unvested shares of Common Stock in connection with the exercise of those options
or the vesting of those shares.

LL. 10% STOCKHOLDER shall mean the owner of stock (as determined
---------------
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

A-5.
<PAGE>

MM. UNDERWRITING AGREEMENT shall mean the agreement between the
----------------------
Corporation and the underwriter or underwriters managing the Corporation's
initial public offering of its Common Stock.

NN. UNDERWRITING DATE shall mean the date on which the Underwriting
-----------------
Agreement is executed in connection with the Corporation's initial public
offering of its Common Stock.

A-6.

<PAGE>

EXHIBIT 10.6
------------

MULTEX SYSTEMS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------

I. PURPOSE OF THE PLAN

This Employee Stock Purchase Plan is intended to promote the interests
of Multex Systems, Inc., a Delaware corporation, by providing eligible employees
with the opportunity to acquire a proprietary interest in the Corporation
through participation in a payroll-deduction based employee stock purchase plan
designed to qualify under Section 423 of the Code.

Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.

II. ADMINISTRATION OF THE PLAN

The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Section 423 of the Code. Decisions of the Plan Administrator
shall be final and binding on all parties having an interest in the Plan.

III. STOCK SUBJECT TO PLAN

A. The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed Five Hundred
Thousand (500,000) shares.

B. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan, (ii) the maximum number and class of securities purchasable per
Participant on any one Purchase Date and (iii) the number and class of
securities and the price per share in effect under each outstanding purchase
right in order to prevent the dilution or enlargement of benefits thereunder.

IV. OFFERING PERIODS

A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

B. Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date of such offering
<PAGE>

period. However, the initial offering period shall commence at the Effective
Time and terminate on the last business day in July 2000. The next offering
period shall commence on the first business day in August 2000, and subsequent
offering periods shall commence as designated by the Plan Administrator.

C. Each offering period shall be comprised of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in February each year to the last business day in July of the same
year and from the first business day in August each year to the last business
day in January of the following year. However, the first Purchase Interval in
effect under the initial offering period shall commence at the Effective Time
and terminate on the last business day in January 1999.

D. Should the Fair Market Value per share of Common Stock on any
Purchase Date within an offering period be less than the Fair Market Value per
share of Common Stock on the start date of that offering period, then that
offering period shall automatically terminate immediately after the purchase of
shares of Common Stock on such Purchase Date, and a new offering period shall
commence on the next business day following such Purchase Date. The new offering
period shall have a duration of twenty (24) months, unless a shorter duration is
established by the Plan Administrator within five (5) business days following
the start date of that offering period.

V. ELIGIBILITY

A. Each individual who is an Eligible Employee on the start date of
the initial offering period under the Plan may enter that offering period on
such start date or on any subsequent Semi-Annual Entry Date within that offering
period, provided he or she remains an Eligible Employee.

B. Each individual who is an Eligible Employee on the start date of
any subsequent offering period under the Plan may enter that offering period on
such start date or on any subsequent Semi-Annual Entry Date within that offering
period, provided in each case that he or she has completed at least ninety (90)
days of continuous employment with the Corporation or a Corporate Affiliate
prior to such date.

C. Each individual who first becomes an Eligible Employee after the
start date of an offering period may enter that offering period on any
subsequent Semi-Annual Entry Date within that offering period on which he or she
is an Eligible Employee, provided he or she has completed at least ninety (90)
days of continuous employment with the Corporation or a Corporate Affiliate
prior to such Semi-Annual Entry Date.

D. The date an individual enters an offering period shall be
designated his or her Entry Date for purposes of that offering period.

E. To participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.

2.
<PAGE>

VI. PAYROLL DEDUCTIONS

A. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock during an offering period may be any
multiple of one percent (1%) of the Cash Earnings paid to the Participant during
each Purchase Interval within that offering period, up to a maximum of ten
percent (10%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

(i) The Participant may, at any time during the offering
period, reduce his or her rate of payroll deduction to become effective as
soon as possible after filing the appropriate form with the Plan
Administrator. The Participant may not, however, effect more than one (1)
such reduction per Purchase Interval.

(ii) The Participant may, prior to the commencement of any new
Purchase Interval within the offering period, increase the rate of his or
her payroll deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the ten percent (10%)
maximum) shall become effective on the start date of the first Purchase
Interval following the filing of such form.

B. Payroll deductions shall begin on the first pay day following the
Participant's Entry Date into the offering period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be required
to be held in any segregated account or trust fund and may be commingled with
the general assets of the Corporation and used for general corporate purposes.

C. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.

D. The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.

VII. PURCHASE RIGHTS

A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a separate
-----------------------
purchase right for each offering period in which he or she participates. The
purchase right shall be granted on the Participant's Entry Date into the
offering period and shall provide the Participant with the right to purchase
shares of Common Stock, in a series of successive installments over the
remainder of such offering period, upon the terms set forth below. The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.

3.
<PAGE>

Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.

B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
------------------------------
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant (other than Participants whose payroll deductions
have previously been refunded pursuant to the Termination of Purchase Right
provisions below) on each such Purchase Date. The purchase shall be effected by
applying the Participant's payroll deductions for the Purchase Interval ending
on such Purchase Date to the purchase of whole shares of Common Stock at the
purchase price in effect for the Participant for that Purchase Date.

C. PURCHASE PRICE. The purchase price per share at which Common
--------------
Stock will be purchased on the Participant's behalf on each Purchase Date within
the offering period shall be equal to eighty-five percent (85%) of the lower of
(i) the Fair Market Value per share of Common Stock on the Participant's Entry
Date into that offering period or (ii) the Fair Market Value per share of Common
Stock on that Purchase Date.

D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common
----------------------------
Stock purchasable by a Participant on each Purchase Date during the offering
period shall be the number of whole shares obtained by dividing the amount
collected from the Participant through payroll deductions during the Purchase
Interval ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date. However, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date shall not
exceed One Thousand (1,000) shares, subject to periodic adjustments in the event
of certain changes in the Corporation's capitalization. In addition, the maximum
aggregate number of shares of Common Stock purchasable by all Participants on
any one Purchase Date shall not exceed One Hundred Twenty Five Thousand
(125,000) shares, subject to periodic adjustments in the event of certain
changes in the Corporation's capitalization.

E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to
-------------------------
the purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable on the Purchase Date
shall be promptly refunded.

F. TERMINATION OF PURCHASE RIGHT. The following provisions shall
-----------------------------
govern the termination of outstanding purchase rights :

(i) A Participant may, at any time prior to the next scheduled
Purchase Date in the offering period, terminate his or her outstanding
purchase right by filing the appropriate form with the Plan Administrator
(or its designate), and no further payroll deductions shall be collected
from the Participant with

4.
<PAGE>

respect to the terminated purchase right. Any payroll deductions collected
during the Purchase Interval in which such termination occurs shall, at the
Participant's election, be immediately refunded or held for the purchase of
shares on the next Purchase Date. If no such election is made at the time
such purchase right is terminated, then the payroll deductions collected
with respect to the terminated right shall be refunded as soon as possible.

(ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the offering
period for which the terminated purchase right was granted. In order to
resume participation in any subsequent offering period, such individual
must re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before his or her scheduled Entry Date into that
offering period.

(iii) Should the Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in status)
while his or her purchase right remains outstanding, then that purchase
right shall immediately terminate, and all of the Participant's payroll
deductions for the Purchase Interval in which the purchase right so
terminates shall be immediately refunded. However, should the Participant
cease to remain in active service by reason of an approved unpaid leave of
absence, then the Participant shall have the right, exercisable up until
the last business day of the Purchase Interval in which such leave
commences, to (a) withdraw all the payroll deductions collected to date on
his or her behalf for that Purchase Interval or (b) have such funds held
for the purchase of shares on his or her behalf on the next scheduled
Purchase Date. In no event, however, shall any further payroll deductions
be collected on the Participant's behalf during such leave. Upon the
Participant's return to active service (i) within ninety (90) days
following the commencement of such leave or, (ii) prior to the expiration
of any longer period for which such Participant's right to reemployment
with the Corporation is guaranteed by either statute or contract, his or
her payroll deductions under the Plan shall automatically resume at the
rate in effect at the time the leave began. However, should the
Participant's leave of absence exceed ninety (90) days and his or her re-
employment rights not be guaranteed by either statute or contract, then the
Participant's status as an Eligible Employee will be deemed to terminate on
the ninety-first (91st) day of that leave, and such Participant's purchase
right for the offering period in which that leave began shall thereupon
terminate. An individual who returns to active employment following such a
leave shall be treated as a new Employee for purposes of the Plan and must,
in order to resume participation in the Plan, re-enroll in the Plan (by
making a timely filing of the prescribed enrollment forms) on or before his
or her scheduled Entry Date into the offering period.

G. CORPORATE TRANSACTION. Each outstanding purchase right shall
---------------------
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant
for the Purchase Interval in which such Corporate Transaction occurs to the
purchase of whole shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per

5.
<PAGE>

share of Common Stock on the Participant's Entry Date into the offering period
in which such Corporate Transaction occurs or (ii) the Fair Market Value per
share of Common Stock immediately prior to the effective date of such Corporate
Transaction. However, the applicable limitations on the number of shares of
Common Stock purchasable per Participant and in the aggregate shall continue to
apply to any such purchase .

The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Corporate Transaction.

H. PRORATION OF PURCHASE RIGHTS. Should the total number of shares
----------------------------
of Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

I. ASSIGNABILITY. The purchase right shall be exercisable only by
-------------
the Participant and shall not be assignable or transferable by the Participant.

J. STOCKHOLDER RIGHTS. A Participant shall have no stockholder
------------------
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.

VIII. ACCRUAL LIMITATIONS

A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding .

B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:

(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue in a series of installments on each successive
Purchase Date during the offering period on which such right remains
outstanding.

(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already
accrued in the same calendar year the right to acquire Common Stock under
one (1) or more

6.
<PAGE>

other purchase rights at a rate equal to Twenty-Five Thousand Dollars
($25,000) worth of Common Stock (determined on the basis of the Fair Market
Value per share on the date or dates of grant) for each calendar year such
rights were at any time outstanding.

C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the payroll
deductions which the Participant made during that Purchase Interval with respect
to such purchase right shall be promptly refunded.

D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

IX. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan was adopted by the Board on June 10, 1998 and shall
become effective at the Effective Time, provided no purchase rights granted
under the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation. In the event such stockholder approval is not
obtained, or such compliance is not effected, within twelve (12) months after
the date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect, and all sums collected from Participants during
the initial offering period hereunder shall be refunded.

B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) the last business day in July 2008, (ii) the date on
which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which
all purchase rights are exercised in connection with a Corporate Transaction. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.

X. AMENDMENT/TERMINATION OF THE PLAN

A. The Board may alter, amend, suspend or terminate the Plan at any
time to become effective immediately following the close of any Purchase
Interval. However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the recognition of compensation
expense in the absence of such amendment or termination.

7.
<PAGE>

B. In no event may the Board effect any of the following amendments
or revisions to the Plan without the approval of the Corporation's stockholders:
(i) increase the number of shares of Common Stock issuable under the Plan or the
maximum number of shares purchasable per Participant on any one Purchase Date,
except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify eligibility requirements for participation in the
Plan.

XI. GENERAL PROVISIONS

A. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.

B. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation; however, each Plan Participant shall bear all
costs and expenses incurred by such individual in the sale or other disposition
of any shares purchased under the Plan.

C. The provisions of the Plan shall be governed by the laws of the
State of New York without regard to that State's conflict-of-laws rules.

8.
<PAGE>

SCHEDULE A
----------

CORPORATIONS PARTICIPATING IN
Employee Stock Purchase Plan
As of the Effective Time
------------------------

Multex Systems, Inc.
<PAGE>

APPENDIX
--------

The following definitions shall be in effect under the Plan:

A. BOARD shall mean the Corporation's Board of Directors.
-----

B. CASH EARNINGS shall mean the (i) base salary payable to a
-------------
Participant by one or more Participating Corporations during such individual's
period of participation in one or more offering periods under the Plan plus (ii)
all overtime payments, bonuses, commissions, current profit-sharing
distributions and other incentive-type payments. Such Cash Earnings shall be
calculated before deduction of (A) any income or employment tax withholdings or
(B) any pre-tax contributions made by the Participant to any Code Section 401(k)
salary deferral plan or any Code Section 125 cafeteria benefit program now or
hereafter established by the Corporation or any Corporate Affiliate. However,
Cash Earnings shall not include any contributions (other than Code Section
401(k) or Code Section 125 contributions) made on the Participant's behalf by
the Corporation or any Corporate Affiliate to any employee benefit or welfare
plan now or hereafter established.

C. CODE shall mean the Internal Revenue Code of 1986, as amended.
----

D. COMMON STOCK shall mean the Corporation's common stock.
------------

E. CORPORATE AFFILIATE shall mean any parent or subsidiary
-------------------
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.

F. CORPORATE TRANSACTION shall mean either of the following
---------------------
stockholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or

(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation
or dissolution of the Corporation.

G. CORPORATION shall mean Multex Systems, Inc., a Delaware
-----------
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Multex Systems, Inc. which shall by appropriate action
adopt the Plan.

H. EFFECTIVE TIME shall mean the time at which the Underwriting
--------------
Agreement is executed. Any Corporate Affiliate which becomes a Participating
Corporation after such Effective Time shall designate a subsequent Effective
Time with respect to its employee-Participants.

A-1.
<PAGE>

I. ELIGIBLE EMPLOYEE shall mean any person who is employed by a
-----------------
Participating Corporation on a basis under which he or she is regularly expected
to render more than twenty (20) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under Code Section
3401(a).

J. ENTRY DATE shall mean the date an Eligible Employee first
----------
commences participation in the offering period in effect under the Plan. The
earliest Entry Date under the Plan shall be the Effective Time.

K. FAIR MARKET VALUE per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market or any successor system. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.

(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such
quotation exists.

(iii) For purposes of the initial offering period which begins at
the Effective Time, the Fair Market Value shall be deemed to be equal to the
price per share at which the Common Stock is sold in the initial public offering
pursuant to the Underwriting Agreement.

L. 1933 ACT shall mean the Securities Act of 1933, as amended.
--------

M. PARTICIPANT shall mean any Eligible Employee of a Participating
-----------
Corporation who is actively participating in the Plan.

N. PARTICIPATING CORPORATION shall mean the Corporation and such
-------------------------
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan are listed in attached Schedule A.

O. PLAN shall mean the Corporation's 1998 Employee Stock Purchase
----
Plan, as set forth in this document.

A-2.
<PAGE>

P. PLAN ADMINISTRATOR shall mean the committee of two (2) or more
------------------
Board members appointed by the Board to administer the Plan.

Q. PURCHASE DATE shall mean the last business day of each Purchase
-------------
Interval. The initial Purchase Date shall be January 29, 1999.

R. PURCHASE INTERVAL shall mean each successive six (6)-month period
-----------------
within the offering period at the end of which there shall be purchased shares
of Common Stock on behalf of each Participant.

S. SEMI-ANNUAL ENTRY DATE shall mean the first business day in
----------------------
February and August each year on which an Eligible Employee may first enter an
offering period.

T. STOCK EXCHANGE shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.

U. UNDERWRITING AGREEMENT shall mean the agreement between the
----------------------
Corporation and the underwriter or underwriters managing the Corporation's
initial public offering of its Common Stock.

A-3.

<PAGE>

Exhibit 10.8(a)

AMENDMENT NO. 1 TO THE AGREEMENT

THIS AMENDMENT NO. 1 dated as of March 9, 1998 to the Agreement for
Internal Electronic Distribution Services dated April 10, 1997 (the
"Agreement"), by and between BANCAMERICA ROBERTSON STEPHENS (formerly known as
Robertson, Stephens & Company LLC), a Delaware corporation with offices at 555
California St., 26th Floor, San Francisco CA 94104 (hereinafter referred to as
"Company"), and MULTEX SYSTEMS, INC., a Delaware corporation with offices at 33
Maiden Lane, New York, New York 10038 (hereinafter referred to as "Multex").
Multex and Company shall be referred to herein sometimes as the "Parties."

Unless otherwise defined herein, the terms defined in the Agreement
shall be used herein as therein defined.

SECTION 1. Amendments to the Agreement.

Pursuant to Section 20 of the Agreement, it is hereby agreed by the Parties as
follows:

1. A. The Agreement is hereby amended by including a new section 1A
thereto that shall read as follows:

"1A. Company Research Sales.

(a) Company will deliver Research (as defined below) to Multex in soft
copy.

(b) Multex shall have the right to resell and make available Research
only to customers located in the United States.

(c) Following a period of 15 days after the release of Research by
Company to its own clients (the "Delay Period"), Multex shall have the right to
resell and make available Research only to institutional investors, consulting
firms and other entities that are not classified as "retail investors." Multex
has the ability to screen potential clients and will not allow retail investors
to access Research on Multex's Research-On-Demand (as defined below).

(d) Multex may sell and make available the Research with the research
of other research contributors, and may be provided to third parties either
directly by Multex or through a Third Party Data Provider, such as Telerate,
Reuters, Quotron, Bloomberg and ADP.
<PAGE>

(e) Notwithstanding anything herein to the contrary, Company may, at
its sole discretion, elect not to provide certain Research documents to Multex
for sale or distribution by Multex under this Agreement ("Excluded Documents");
provided that Company will not provide for sale or distribution such Excluded
Documents to any other vendor or third party distributor, including, without
limitation, any other research or document distributor.

(f) Multex shall pay to Company the following royalties (the
"Royalties") with respect to the sale or distribution of Research:

. [Confidential Portion Omitted] of the Net Fees (as defined below)
received by Multex for the Research.

Notwithstanding the foregoing, the Company shall in no event receive a royalty
percentage that is less than the royalty percentage received by similar
brokerage firm providers to Multex for Multex Research-On-Demand in terms of
reports and notes generated, including, for example, [Confidential Portion
Omitted]. The term "Net Fees" shall be defined to mean the gross revenues
received by Multex for the Research, less any discounts, allowances,
adjustments, distribution of pass through fees, taxes or other charges paid or
incurred by Multex in connection with the sale of the Research.

(g) Multex will determine the price to be paid by its customers for
Research; provided that Multex will price the Research as the same price as
other comparable research that is sold by Multex. Multex shall be entitled to
provide the Research without a fee for a period of time (such period of time not
to exceed 60 days) as a concession or promotion.

(h) Multex shall pay to Company the Royalties with respect to each
calendar month in arrears, within 45 days after the end of such calendar month.
Multex shall provide to Company with the Royalty payment a report showing
Multex's sales of Research and/or third-party usage of the Research during the
relevant month.

(i) Multex shall be responsible for the conversion of the Research to
a format that is suitable for Multex's distribution of the Research. Except as
provided in the preceding sentence, Multex shall have no right to modify, alter
or excerpt the content of any Research document.

(j) Notwithstanding anything to the contrary in this Agreement, (i) if
Multex is in material breach of this Agreement or (ii) Company determines to
cease distribution and availability of any Research to its own customers, Multex
will, as soon as practicable after notice from Company, withdraw any Research
from availability to Multex's customers.

-2-
<PAGE>

(k) The Parties agree that it is not intended that Company will become
an investment advisor with respect to Multex's customers. Multex represents and
warrants that it has notified its current customers, and will notify its future
customers, that the use of Research purchased by such customers is at such
customers' sole risk.

(l) Multex will determine whether it is required to register as an
investment advisor with respect to its customers that receive Research and, if
so required, will take all necessary action to register as an Investment advisor
prior to disseminating Research pursuant to this Agreement.

(m) The Research shall remain the exclusive property of Company, and
Multex shall not acquire any rights in the Research. The Research (and whatever
medium that Multex uses to sell or distribute the Research) shall contain such
disclaimers as are determined by Company. Multex represents and warrants that
it has notified its current customers, and will notify its future customers,
that such customers are customers of Multex, and not of Company.

(n) For purposes of this Agreement, Research shall mean equity
research prepared by the Robertson Stephens division of Company consisting (i)
First Calls with Financial Models, (ii) Company Reports, (iii) Industry Reports,
(iv) First Fax: AM and PM editions, and (v) Companies Under Coverage. Research
shall not include (i) debt research or (ii) research by BankAmerica Corporation
and its affiliates, other than the Robertson Stephens division of the Company."

B. The Agreement is hereby further amended by including a new section 1B
thereto that shall read as follows:

"1B. Multex Research-On-Demand

(a) Commencing the date hereof, Multex shall make available to Company
for internal distribution exclusively for Company employees selected historical
investment research, business, economic and financial news and related
information contained in the Multex Research-On-Demand database ("Multex
Research-On-Demand"). Multex shall make Multex Research-On-Demand available to
Company via a customized website that has previously been furnished and accepted
by Company (the "Website"). The Website may currently be accessed by 10 end-
users, which number may be increased by mutual agreement between the Parties.
Multex represents and warrants to Company that Multex has full legal right and
authority to provide Company access to Multex Research-On-Demand and doing so
will not result in a breach by Multex of any copyright, license or other
obligation of Multex.

(b) A detailed description of the additional services that are to be
provided by Multex with regard to providing Multex Research-On-Demand to Company
are set forth in Exhibit A to this Agreement.

-3-
<PAGE>

(c) Multex Research-On-Demand shall be subject to all of Multex's
restrictions, moratoria and/or limitations on availability regarding the
research or documents included therein which are now, or may in the future be,
imposed by Multex's contributors of such research or documents.

(d) The right to access Multex Research-On-Demand shall be personal to
Company and belong solely to Company for internal distribution to internal
users. Company may not sell or redistribute to any third party the Multex
Research-On-Demand (including any of the Services connected therewith or any
content or research or documents therein) in any manner (including for
promotional purposes, marketing with third parties or the creation or marketing
with third parties or co-branded or private branded websites). Company agrees
that it shall not sublicense or authorize any non-Company employee or any entity
to use the Multex Research-On-Demand without the prior written consent of
Multex.

(e) Company shall pay to Multex the following fees with respect to
Company's utilization of Multex Research-On-Demand:

i) Company shall pay for Multex Research-On-Demand on a per
report basis as set forth in Exhibit B hereto, which exhibit is
incorporated herein by reference. It is understood by the Parties
that Exhibit B may be modified or amended from time to time; provided
that the prices set forth in Exhibit B may not be increased during the
Trial Period or the First Year (as such terms are defined below). All
references to usage of Multex Research-On-Demand shall be calculated
on a per report basis.

ii) For the period beginning the date hereof and ending
[Confidential Portion Omitted] (the "Trial Period"), Company shall not
be required to pay any fee for its usage of Multex Research-On-Demand;
provided that Company's usage during the Trial Period does not exceed
[Confidential Portion Omitted] in which case Company shall pay to
Multex for its usage of Multex Research-On-Demand in excess of
[Confidential Portion Omitted].

iii) For the period beginning June 1, 1998 and ending May 31,
1999 (the "First Year"), Company shall pay a minimum fee of
[Confidential Portion Omitted] per month (each a "Monthly Minimum
Fee") on or before the first day of each month during the First Year.
The total of the Monthly Minimum Fees to be paid during the First Year
shall be [Confidential Portion Omitted].

iv) [Confidential Portion Omitted]

v) [Confidential Portion Omitted]

(f) In the event of any termination of this Agreement, Company shall
have

-4-
<PAGE>

the right to keep and use all research and other materials obtained from Multex
Research-On-Demand for which the Company has paid, or does pay.

C. The Agreement is hereby further amended by deleting Section 4(a)
thereto in its entirety and replacing it with a new Section 4(a) that shall read
as follows:

"(a) The term of this Agreement shall run until [Confidential Portion
Omitted]. Thereafter, this Agreement shall automatically renew for
successive [Confidential Portion Omitted] periods unless either Multex or
Company terminates the Agreement thirty (30) days prior to the commencement
of the renewal period. In addition, this Agreement may be terminated in
its entirety (or Sections 1, 1A and/or 1B may be terminated individually)
by either Multex or Company at any time subsequent to May 31, 1999 upon 60
days prior written notice to the non-terminating party; provided that in
the event that Multex terminates this Agreement in its entirety (or Section
1B individually) for any reason other than for Company's failure to pay to
Multex any fees or charges owed to Multex under this Agreement within 15
days following notice by Multex of such non-payment, Multex shall be
obligated to pay to Company any Credit owed to Company under Section 1B
hereto. In addition, Company may, at its sole discretion, terminate
Sections 1A and/or 1B of this Agreement at any time during the Trial
Period."

D. The Agreement is hereby further amended inserting a new Section 4(d)
thereto that shall read as follows:

"(d) This Agreement may be suspended for a 45-day period by either
Party without prior notice in the event that such Party, upon the advice of
outside legal counsel, reasonably believes that the other Party is in
violation of a law, order, rule, regulation, writ, injunction, judgment or
decree of any court, government or governmental agency or body, domestic or
foreign, having jurisdiction over such Party or its properties and such
violation is material to the business or operations of the such Party or
there is pending or threatened a material action, suit, claim or proceeding
against the other Party or any of its officers or any of its properties,
assets or rights before any court, government or governmental agency or
body, domestic or foreign, having jurisdiction over such Party or any of
its officers or properties; provided that if the condition giving rise to
the suspension under this Section 4(d) is not removed or cured within the
45-day period, this Agreement may be terminated."

E. The Agreement is hereby further amended inserting a new Section 31
thereto that shall read as follows:

"31. Due Diligence; Audit Rights.

(a) Multex shall make available to Company and its representatives
such

-5-
<PAGE>

documents and information and access to such persons as Company shall reasonably
deem necessary to insure compliance by Company with all applicable securities
laws, including, without limitation, issues relating to suitability of customers
receiving Research.

(b) Company will have the right, not more than two times in any
calendar year (and one time within four months following termination of this
Agreement), to have an independent public accountant, reasonably acceptable to
Multex, examine Multex's relevant books, records and accounts for the purpose of
verifying the accuracy of payments made to Company as required under this
Agreement. Company acknowledges and agrees that such accountant shall have
access to the names of Multex's customers solely on the condition that the
accountant not disclose such identities to Company. Each audit will be
conducted at Multex's place of business, or other place mutually agreed to by
Company and Multex, during Multex's normal business hours and with at least five
days prior written notice to Multex. Company will pay all fees and expenses of
the accountant for the examination."

F. The Agreement is hereby further amended inserting a new Section 32
thereto that shall read as follows:

"32. Notice. All notices hereunder shall be in writing, and

If sent to Company:

Stuart Brogan
BancAmerica Robertson Stephens
555 California Street
San Francisco, CA 94104
Tel: (415) 676 2505
Fax: (415) 676 2578

If sent to Multex:

Office of the President
(copy to General Counsel)
Multex Systems, Inc.
33 Maiden Lane
5th Floor
New York, NY 10038
Tel: (212) 859 9826
Tel: (212) 859 9810"

G. The Agreement is hereby further amended by amending the definition of
"Services" contained in Exhibit B to the Agreement to include Multex Research-
On-Demand.

-6-
<PAGE>

SECTION 2. Reference to and Effect on the Agreement. On and after the
effective date of this Amendment No. 1, each reference to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Agreement shall
mean and be a reference to the Agreement as amended by this Amendment No. 1.
The Agreement, as amended by this Amendment No. 1, is and shall continue to be
in full force and effect and is hereby is all respects ratified and confirmed.

SECTION 3. Execution in Counterparts. This Amendment No. 1 may be
executed in any number of counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and the same
Amendment No. 1.

SECTION 4. Governing Law. This Amendment No. 1 shall be governed by,
and construed in accordance with, the laws of the State of California, without
giving effect to such state's principles of conflict of law.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as
of the day and year first above written.

BANCAMERICA ROBERTSON MULTEX SYSTEMS, INC.
STEPHENS

By: /s/ John P. Rohal By: /s/ Philip Callaghan
------------------------------ -------------------------
Name: John P. Rohal Name: Philip Callaghan
Title: Managing Director, Research Title: Chief Financial Officer

-7-
<PAGE>

EXHIBIT A
---------

SERVICES

Service(s) Description

The Multex Research On-Demand database presently consists of at least 150,000
historical research reports from brokerage firms and third parties, which are
made available for purchase and which may be subject to certain embargo periods
prior to release and sale as determined solely by Multex and its contributors.

Service Update

Multex shall continue to update the Services with additional reports on a
periodic basis as new reports are provided by Multex's contributing sources
(e.g., brokerage firms). Multex shall provide to Company on a periodic basis a
revised indexed listing of reports available as part of Multex Research-on-
Demand; such listing shall be revised to reflect new and/or deleted reports from
Multex Research-on-Demand.

Service Format

Multex shall make the reports available in Adobe Acrobat format and any such
additional format that Multex may later choose to support as part of its
Services.

-8-
<PAGE>

EXHIBIT B

SUGGESTED LIST PRICES AND TERMS FOR SERVICES
--------------------------------------------

Multex's Suggested List Price for retrieval of Document by Company.

Multex Research on Demand:
-------------------------

Report Size Suggested Retail Price
----------- ----------------------

1-5 pages [Confidential Portion Omitted] per report
6-12 pages [Confidential Portion Omitted] per report
13-20 pages [Confidential Portion Omitted] per report
21-40 pages [Confidential Portion Omitted] per report
41-60 pages [Confidential Portion Omitted] per report
61+ pages [Confidential Portion Omitted] per report

-9-

<PAGE>

Exhibit 10.8(b)

INTERNAL DISTRIBUTION SERVICES AGREEMENT

Dated as of: April 21, 1997

Between

MULTEX SYSTEMS, INC.

and

ROBERTSON STEPHENS & COMPANY

EXHIBITS

A Fees

B Services

C Third Party Software

D Perpetual Licenses

E Multex or Company Provided Equipment

ATTACHMENTS

A Third Party License Requirements for End Users
<PAGE>

AGREEMENT FOR
INTERNAL ELECTRONIC DISTRIBUTION SERVICES AGREEMENT

THIS AGREEMENT FOR INTERNAL ELECTRONIC DISTRIBUTION SERVICES ("Agreement") is
made and entered into as of April 10, 1997, by and between Robertson, Stephens &
Company LLC, with offices at 555 California Street, San Francisco, CA 94104
(hereinafter referred to as "Company"), and MULTEX SYSTEMS, INC., a Delaware
corporation with offices at 33 Maiden Lane, New York, N.Y. 10038 (hereinafter
referred to as "Multex"). Multex and Company shall be referred to herein as the
"Parties".

RECITALS

A. Company creates, produces and develops various Documents including but not
limited to market data, Morning Meeting Notes and/or Published Research
Reports (Research) or other documents of Company or its independent
branches and subsidiaries and Third Party Research as determined by Company
("the Research and other documents are collectively known as "Documents"),
all in accordance with Company's own access and entitlement policies.

B. Company desires to disseminate and distribute the Documents internally
within the Company.

C. Multex via its proprietary Multex Express software ("Multex Software")
electronically receives the Documents and distributes the Documents to
others (hereinafter collectively the "Services"). (See exhibit B.)

D. Company desires that Multex provide the Services to enable Company to
distribute the Documents within the Company.

In consideration of the mutual promises and covenants hereinafter contained, the
parties hereto agree as follows:

1. Scope of Services.

(a) Company grants to Multex the non-exclusive right to
obtain and distribute the Documents via the Multex Software to
investment professionals and others within the Company or as otherwise
designated by the Company. Multex agrees to provide the Services and
the Services listed on Exhibits A and B hereto (or any additional
related services) to the Company subject to the payment of the fee as
set forth in Exhibit A. As part of the Services Multex grants to
Company a non-exclusive, non-transferable license to use Multex
Software, including software licensed from third parties identified in
Exhibit C ("Third Party Software") in accordance with the provisions
of Attachment A
<PAGE>

(Third Party License Requirements for End Users) which is incorporated
and made a part of this Agreement for the term of this Agreement.
Multex Software and the Third Party Software contained therein is
sometimes referred to as the Software or Multex Software.

(b) Any equipment i.e., computers, servers, etc. ("Equipment") to be
provided by Multex or Company is set forth in Exhibit E.

(d) Multex will provide maintenance of the Multex Software. Maintenance
will consist of diagnosis and correction of errors in the Multex
Software providing upgrades in the nature of bug fixes and maintenance
updates as characterized by Multex. Multex shall also provide
telephone support on normal business days during normal business hours
solely to support personnel of the Company.

2. Independent Contractor.

Multex (and its employees), in performance of this Agreement, is acting as
an independent contractor. Personnel supplied by Multex hereunder are not
Company's personnel or agents, and Multex assumes full responsibility for
their acts. Multex shall be solely responsible for the payment of
compensation, benefits, insurance and taxes relating to Multex's employees
assigned to perform services hereunder. Notwithstanding the foregoing,
Multex (and its employees) shall abide by Company rules and regulation
while visiting Company premises.

3. Costs.

Company is solely responsible for the costs relating to (i) the development
of the Documents and (ii) the delivery of the Documents to Multex and (iii)
the distribution of the Documents within the Company. Such costs include
the costs of Company's telecommunication lines, telephones, modems,
computers, magnetic tape, magnetic tape delivery and messenger services.

4. Term.

(a) The term of this Agreement shall be for [Confidential Portion Omitted]
beginning on April 1, 1997 and terminating on [Confidential Portion
Omitted] The Agreement shall automatically renew for successive
[Confidential Portion Omitted] periods unless either Multex or Company
terminates the Agreement thirty (30) days prior to the expiration of
each renewal period. In addition this Agreement may be terminated by
either Multex or the Company at any time

-2-
<PAGE>

subsequent to [Confidential Portion Omitted] upon 60 days prior
written to the non-terminating party.

(b) Notwithstanding the term set forth above, in the event either party to
this Agreement shall fail to perform or observe any material term,
covenant, agreement or warranty, the other party may immediately
terminate this Agreement if such failure is not corrected within 30
days after delivery of written notice thereof to the other party
(provided however if the failure cannot reasonably be corrected within
30 days and the defaulting party has commenced performance during such
thirty (30) day period and proceeds to cure the default, the time for
curing such default shall be extended for such period as may be
necessary to cure the default.

(c) If, during the term of this Agreement, either party shall cease doing
business or if a petition in bankruptcy shall be filed (voluntary or
involuntary) with respect to a party, the other party may terminate
this Agreement upon 10 days' written notice to the other party.

(d) In the event the Agreement is not renewed or is terminated, or
canceled pursuant to this Agreement, Company shall return any
Equipment, Software, documentation, or other materials provided to it
by Multex pursuant to this Agreement, except such software identified
in Exhibit C as may be perpetually licensed to Company hereunder.

5. Indemnity.

(a) Multex agrees to defend and/or handle at its own cost and expense any
claim or action against Company, its parent company, and its other
their subsidiaries and/or affiliated companies, for actual or alleged
infringement of any patent, copyright, trademark or other property
right (including, but not limited to, misappropriate of trade secrets)
("Infringement") based on Services, and/or other materials furnished
to Company by Multex pursuant to the terms of this Agreement
including, without limitation, Multex Software and the Third Party
Software included therein. Multex further agrees to indemnify and
hold Company, its parent company, and its or their subsidiaries and/or
affiliated companies, and any of their clients, harmless from and
against any and all liabilities, losses, damages, costs and expenses
(including, but not limited to, attorneys' fees, costs, and
disbursements) associated with any such claim or action resulting from
the Infringement. In the event of an Infringement, Multex may
immediately terminate this Agreement, or substitute non-infringing
equally functional Services or Software.

(b) Company shall indemnify, hold harmless, defend or settle, at its sole
expense, any action or claim brought against Multex based upon or
arising out of any

-3-
<PAGE>

infringement by the Documents of any patent, copyright or proprietary
rights of any third party. Company shall pay and indemnify Multex for
any costs, damages, expenses or liabilities (including reasonable
attorney fees) incurred by Multex as a result of any claim or action
which are attributable to such infringement. Multex agrees to notify
Company promptly in writing after it obtains notice of such claim. In
the event Multex is enjoined or otherwise prohibited from using the
Documents, Company may, at its sole expense, (a) procure for Multex
the right to continue using the Documents, or (b) substitute a non-
infringing version of the Documents in a manner satisfactory to Multex
so that the Documents becomes non-infringing version of the Documents
and still conforms to the technical specifications. In lieu of the
foregoing, Company may terminate the Agreement.

6. Confidential Information.

(a) "Confidential Information" shall mean (i) information which is marked
as confidential.

(b) Each party shall hold the Confidential Information of the other party
in trust and confidence for the other party and shall not reproduce,
disclose to any person, firm or enterprise, or use for its own
benefit, any such Confidential Information (except as specifically
permitted or contemplated by this Agreement).

(c) Without limiting the generality of the foregoing, "Confidential
Information" will not include information that (i) is already
rightfully known to a party at the time it is obtained from the other
party, free from any obligation to keep such information confidential;
(ii) is or becomes publicly known through no wrongful act of either
party; (iii) is rightfully received from a third party without
restriction and without breach of this Agreement; (iv) is
independently acquired or developed by a party without breach of any
obligation hereunder; or (v) is required to be disclosed pursuant to
law, governmental regulation, or court order, provided that the
disclosing party first notifies the other party in order to give such
party a reasonable opportunity to challenge the disclosure.

7. Limitation of Liability.

(a) Multex will use its reasonable best efforts to provide the Services to
the Company. However, Company understands that Multex cannot and does
not guarantee the content, accuracy, timeliness or availability of the
Documents or the accuracy, timeliness and availability of the
Services. Accordingly, Company agrees Multex shall not have any
liability or obligation to Company (whether caused directly or
indirectly) relating to the (i) interruption, delay or failure in the
transmission, delivery or distribution of the Services or

-4-
<PAGE>

Documents or (ii) the unavailability of Multex Software or the
Services or (iii) the accuracy of the Documents or (iv) the acts or
omissions of the Company; unless however any of the foregoing result
from the gross negligence, fraud or willful misconduct of Multex.
Multex's sole liability to Company for claims, notwithstanding the
form of such claims (e.g., contract, negligence or otherwise), arising
out of items (i) through (iv) above, shall be to use reasonable best
efforts to resume the Services and/or to make Multex Software
available to Company as promptly as reasonably practicable.

(b) Multex shall not have any obligation or liability to Company or any
third party (i) relating to, or arising out of the displaying or
furnishing of the Documents, including the information contained
therein, (ii) for errors or omissions in connecting, transmitting,
processing, disseminating, displaying or distributing the Documents,
or (iii) for the accuracy of the Documents or securities or
commodities information and prices displayed, carried or furnished by
or through the Services (iv) for the accuracy or display of Company's
data and information.

(c) Except for Multex's liability under Paragraph 6, Multex's maximum
liability hereunder for any other cause, not exculpated hereunder,
whether in tort or contract, shall not exceed the lesser of (i) actual
damages or (ii) one month's charges paid by the Company for the
services.

(d) As used in this paragraph, the term "Multex" or Multex Software shall
include each third party who provides Multex with any portion of the
Services. Such third party shall not have any direct or indirect
liability to Company for monetary damage on account of the Services
provided, or to be provided by Multex hereunder.

8. Ownership Rights.

(a) The Documents shall remain the sole property of the Company and Multex
shall not acquire any rights in the Documents.

(b) Multex Software shall remain the property of Multex. Company may use
the Software only in conjunction with the Services. Company shall use
the Software on no more than the number of concurrent users as may be
agreed to between Company and Multex. Company shall not copy, in
whole or in part, the Software or related documentation, whether in
the form of computer media, printed or in any other form.

(c) The license granted herein is for the limited purpose of enabling
Company to distribute the Documents within the Company.

-5-
<PAGE>

(d) COMPANY SHALL NOT MAKE ANY ALTERATION, CHANGE OR MODIFICATION TO THE
SOFTWARE. COMPANY MAY NOT RECOMPILE, DECOMPILE, DISASSEMBLE, OR
REVERSE ENGINEER THE SOFTWARE OR, MAKE OR DISTRIBUTE ANY OTHER FORM OF
THE SOFTWARE.

9. Warranties.

(a) Multex hereby represents and warrants to Company as follows:

(i) Multex is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York with full
authority to enter into this Agreement;

(ii) Multex Software and the Services provided to Company shall not
infringe upon the proprietary rights of any third party.

(iii) Multex has the legal right and authority to license Multex
Software (including, without limitation, the Third Party
Software included therein) to Company.

(iv) The medium on which Multex Software is furnished is warranted
to be free of defects in materials and workmanship under normal
use for a period of sixty (60) days from the date of delivery
of Multex Software.

(b) Company represents and warrants to Multex that:

(i) Company is the owner of and has the right to distribute the
Documents.

(ii) Company will comply with all laws and regulations applicable to
the use of the Services;

10. Limitation of Warranties.

COMPANY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE WARRANTIES SPECIFIED IN
PARAGRAPH 9, MULTEX MAKES NO WARRANTIES WHATSOEVER, AND ARE IN LIEU OF ALL
OTHER WARRANTIES WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY, CONCERNING THIS AGREEMENT, THE SERVICES OR
EQUIPMENT (IF ANY) PROVIDED HEREUNDER, MULTEX SOFTWARE OR THE DOCUMENTS.
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITH NO WARRANTIES
WHATSOEVER. MULTEX DOES NOT GUARANTEE THE ACCURACY,

-6-
<PAGE>

VALIDITY OR COMPLETENESS OF THE DOCUMENTS. MULTEX HEREBY DISCLAIMS ANY
LIABILITY FOR, AND UNDER NO CIRCUMSTANCES SHALL IT HAVE ANY LIABILITY FOR,
DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, SPECIAL, LOST PROFITS
PUNITIVE, OR OTHER DAMAGES, COSTS OR EXPENSES OF ANY KIND ARISING FROM THIS
AGREEMENT EXCEPT AS SPECIFIED HEREIN. MULTEX AND ITS THIRD PARTY LICENSORS
DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS COMPANY MAY OBTAIN BY
THE USE OF THE SOFTWARE OR SERVICES.

11. Insurance.

Multex shall procure and maintain for itself and its employees all
insurance coverages as required by Federal or State law, including workers'
compensation insurance. Multex shall procure and maintain for itself: (i)
Employers' Liability Insurance coverage including bodily injury coverage,
with a minimum of $100,000 for each employee; (ii) general liability
coverage of at least $1,000,000. Upon request, Multex shall provide
Company with a certificate of insurance evidencing such coverage. The
parties shall each insure their own property and neither party shall have
any liability to the other for any damage to the property of the other
unless such damage results from the fraud or willful misconduct.

12. Unlawful Use.

Company shall not use or permit anyone to use the Services or the Documents
for any unlawful purpose.

13. Reuse of Software.

Company is not authorized or permitted to furnish the Services to any
person or firm for re-use, redistribution or retransmission unless
otherwise provided in this Agreement without the prior approval of Multex.

14. Inaccuracy.

Company shall immediately notify Multex of any suspected inaccuracies in
the Documents or the Services.

15. Disposition of Software.

Promptly after the termination or expiration of this Agreement, the
Software (including the magnetic or other physical media on which it was
originally or subsequently recorded or fixed) and all related documentation
and all hardware and equipment owned by Multex or which is not paid for by
Company shall be returned

-7-
<PAGE>

by Company to Multex in good condition, reasonable wear and tear and damage
by the elements excepted. At the direction of Multex, the Software may be
completely deleted, erased or otherwise destroyed by Company.

16. Compliance with Law (Company)

(a) Company shall be responsible (i) for compliance with all laws and
governmental regulations affecting its business and (ii) for any use
it may make the Services or the Documents to assist it in complying
with such laws and governmental regulations, and Multex shall not have
any responsibility relating thereto (including, without limitation,
advising Company of Company's responsibilities in complying with any
laws or governmental regulations affecting Company's business). While
Multex shall not have any responsibility for Company's compliance with
the laws and regulations referred to above, Multex agrees to use
reasonable efforts to cause the applicable Services to be designed in
such a manner that they will be able to assist Company in complying
with its applicable legal and regulatory responsibilities, in no event
shall Company rely solely on its use of the Services in complying with
any laws and governmental regulations.

(b) If after the date hereof any modifications to the Services shall be
legally required, Multex shall, except to the extent such changes may
be beyond the capability of Multex to implement, modify the Services
appropriately. If providing any of the Services to Company hereunder
violates, or in Multex's opinion is likely to violate, any laws or
governmental regulations, Multex may, upon written notice to Company,
immediately cease providing the affected Services to Company.

17. Advertising.

Neither party shall use the name or marks of the other or its parent
company or any subsidiary or affiliated company in any publicity release,
advertising, or publicly displayed or distributed materials without
securing the prior written consent of the party whose name is to be used,
which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Multex may disclose the fact of this
Agreement.

18. Successors and Assigns.

Neither party may assign its rights or obligations hereunder without the
prior written approval of the other party. This Agreement shall be binding
upon the parties' respective successors and permitted assigns.

-8-
<PAGE>

19. Governing Law.

The validity of this Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of the parties shall
be governed by the laws of the State of California.

20. Modifications.

No modifications, amendment, supplement to or waiver of this Agreement or
any Schedule or Exhibit hereunder, or any of their provisions shall be
binding upon the parties hereto unless made in writing and duly signed by
both parties.

21. Waiver.

A failure or delay of either party to this Agreement to enforce at any time
any of the provisions hereof, or to exercise any option which is herein
provided, or to require at any time performance of any of the provisions
hereto shall in no way be construed to be a waiver of such provisions of
this Agreement.

22. Exhibits.

The terms and conditions of any all Exhibits and Schedules to this
Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as if fully set forth herein.

23. Compliance with Law.

Multex shall comply with all applicable U.S., state and local laws and
regulations in its performance of its obligations hereunder and that the
Services will comply with applicable laws.

24. Headings.

The headings herein are for convenience of reference only and shall not
impact the meaning of this Agreement.

25. Entire Agreement.

This Agreement constitutes the entire Agreement between the parties
concerning and the subject matter hereof and shall supersede all prior
agreements or understandings concerning such subject matter.

-9-
<PAGE>

26. Survival.

Notwithstanding any termination of this Agreement, the provisions of
Section 5, 6, 7, 8, 9, 10, 11 and 22 shall survive termination.

27. Passwords.

Multex agrees that the Company clients for which a password has been issued
are proprietary to Company and Multex will not, without the approval of
Company, solicit Company's clients ("Clients") unless such Clients are
clients or prospective clients of Multex or clients of other companies with
whom Multex has or will develop a business relationship.

28. Escrow.

Multex covenants and agrees that as promptly as practicable following
execution and delivery hereof, it will deposit a copy of the Multex
Software in escrow with Data Securities International, Inc. (the "Escrow
Agent") pursuant to an escrow agreement among Multex, Company and the
Escrow Agent. In the event that Multex ceases to carry on its business
(except in connection with a merger, business combination or disposition of
assets with, to or in favor of a Person who agrees in writing to be bound
by Multex's obligations hereunder) or while in bankruptcy, liquidation,
reorganization, winding-up, administration, trusteeship, receivership or
similar proceedings, Company shall have the right to acquire a copy of the
Multex Software Source Code for purposes of continuing the use and
enjoyment of the Multex Software in accordance with the rights and licenses
granted under this Agreement. Company shall be responsible for the
expenses of the Escrow Agent which is not expected to exceed $2,500.00 a
year.

29. Access.

Company shall provide Multex with reasonable access to its premises to
perform the obligations set forth herein. Multex shall abide by the site
regulations and security procedures applicable to each site.

30. Confidentiality.

The prices and terms contained herein are confidential information and are
not to be disclosed to any third party (other than by court order or
government requirement) including without limitation any firm, corporation,
or partnership outside the Company, nor to any employee of the Company
except those who require the information to administer this Agreement.

-10-
<PAGE>

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first above written.

ROBERTSON, STEPHENS MULTEX SYSTEMS, INC.
& COMPANY LLC

By: /s/ Dante DeWitt By: /s/ Morton Zeidman
---------------- ------------------

Name: Dante DeWitt Name: Morton Zeidman

Title: Vice President - Director IT Title: Vice President

-11-
<PAGE>

EXHIBIT A
---------
(Revised 4/22/97)

Fees for the Services

The Company shall pay the following fees for the services.

1. Employees of the Company: [Confidential Portion Omitted] for user
passwords for all of Company's employees not exceeding [Confidential
Portion Omitted] user passwords. This fee must be paid and is not included
in the fees charged for item 2.

2. Clients of the Company: The Company has the following three alternatives.

A. Up to [Confidential Portion Omitted] user passwords to clients of the
Company at [Confidential Portion Omitted] per passwords per year.
B. [Confidential Portion Omitted] user passwords to clients of the
Company at [Confidential Portion Omitted] per password per year.
C. [Confidential Portion Omitted] user password to clients of the Company
at [Confidential Portion Omitted] per password per year.

The Company must preselect either alternative A, B, or C and the fees charged
are based on that selection whether or not Company actually uses the amount of
passwords associate with that section.

3. Company shall pay for all taxes applicable to the Services. Company shall
pay for telecommunication costs between Multex and Company, local server,
third party software licenses, support and maintenance of Company's
equipment at Company's location.

4. Multex shall provide free of charge, maintenance updates and revisions
("Updates") to Multex Software as commercially released by Multex. Any
enhancements or modifications made specifically for Company shall be paid
for by Company on a time and material basis.

5. Users Accessing the Company's Research from other websites: Access to
Company's Research on websites other than Company's ("Third Party
Websites") will be subject to mutual approval by Multex and Company which
approval shall not be unreasonably withheld by Multex. Multex's charges
for such Third Party Website access is as follows:

1) Fixed Costs. Actual cost of additional hardware, software, or other
equipment purchased by Multex in support of the Third Party Website
shall not exceed [Confidential Portion Omitted] for the first
[Confidential Portion Omitted]
<PAGE>

users who are capable of accessing Company's research on the Third
Party Website, and thereafter not to exceed an additional
[Confidential Portion Omitted] for each additional [Confidential
Portion Omitted] users or a fraction thereof.

2) Annual Costs. [Confidential Portion Omitted] per log-in/password per
year based upon a minimum of [Confidential Portion Omitted] log-
ins/passwords. Fewer than [Confidential Portion Omitted] passwords
will be charged at [Confidential Portion Omitted] per log-in/password
per year with a minimum of [Confidential Portion Omitted] passwords.

6. Payment for Item 1. above shall be paid as follows: one half upon the
execution of this agreement and the balance upon Multex providing at least
[Confidential Portion Omitted] user passwords to Company.

Payment for Item 2, above shall be paid upon Multex providing on
[Confidential Portion Omitted] of the passwords as selected by the Company.
The provisioning of the passwords by Multex to the Company shall not depend
on whether the Company has at the time the actual users for such passwords.

Payment to be made within 15 days after invoice.
<PAGE>

EXHIBIT B
---------

Services

Multexnet is an Intranet application accessible via a Netscape 2.0 or higher or
Microsoft Explorer 3.0 or higher browser.

The service consists of proprietary and third party software.

The service includes:

1. User passwords for all of the company's employees not to exceed a
combination of [Confidential Portion Omitted] users and/or passwords.

2. User passwords to the retail clients of the Company not to exceed
[Confidential Portion Omitted] user passwords.

3. User passwords for users accessing the Company's Research from third party
websites.

4. The fee for the services is set forth in exhibit A.

5. (a) Multex will provide and Company will receive the number of user
passwords selected by the Company as provided in this Agreement. The
Company has the responsibility of distributing the passwords to qualified
users to be used in accordance with this Agreement. Multex represents that
only those passwords that have been issued to the Company will be able to
access the services. Multex will use reasonable efforts to verify that its
entitlement procedures as specified in this paragraph 5(a) is provided to
and maintained on behalf of the Company.

(b) The Services provide security and control for the Company's documents.
Before a User can access and view the Company's Documents the User must
provide a user ID and password. The ID and password is verified as one of
those issued to the Company and the User is permitted to access the system.
The ID is then passed to the entitlement filter. The entitlement filter
gives the Company control over which group or groups of Documents a User is
permitted to view.

6. MULTEXNET as an Internet/Intranet solution, in which the Company will have
a connection via a dedicated link (approximately six weeks to install and
test) to Multex in New York. This link will provide a private connection
to the MULTEXNET server/database infrastructure.

7. Pending the installation of a dedicated link to Company, a URL link will be
provided
<PAGE>

so that Company's web server may access the Multex database via Multex's
own web server. This will enable a virtual immediate start-up and test of
Company's web server using Multex research. Customization of this access
(logo, banner, etc.), is available, and has been completed. The dedicated
link will be used for predictable and higher bandwidth access.

8. All workstations will connect to Company's own web server over Company's
own WAN or the Internet, which in turn will redirect any inquiries for
research to Multex's web server. These connections are via a browser
(HTTP) of Company's choice (Netscape, Explorer, etc.) and over secure (port
443) or unsecured (port 80), as you wish. All requests issued will be
resolved at Multex's central site and all matching headlines returned to
the workstation as a linked HTML page.

9. The Multex Internet servers are shared among several clients, with
dedicated hardware available for an additional fee. When a document is
queried, it is copied from Multex's central site to the workstation. Thus
the file copy is exposed to the speed of the slowest link between Multex
and the desktop. (E.G. private connection, Company's WAN, desktop LAN
speed, etc.). Centralized file caching is available on Company's site with
additional hardware.

10. A search engine which combines keyword search capabilities with fixed field
searches like ticker symbol or industry.

11. Administrative Requirements: Multex shall provide a single User Name and
Password, allowing Company employees to gain access to the Company intranet
site, without each individual end user having to key in a user name and
password. Multex shall provide specific User Names and Passwords for up to
[Confidential Portion Omitted] Company employees, as designated by Company,
allowing this user group to gain access to the Company intranet site, via a
newly created, specified URL.
<PAGE>

EXHIBIT C
---------

THIRD PARTY SOFTWARE
--------------------

1. Fulcrum Technologies Searchtool

2. Adobe Systems Acrobat Reader, Exchange and Distiller

EXHIBIT D
---------

PERPETUAL LICENSES
------------------

None.
- -----
<PAGE>

EXHIBIT E
---------

1. MULTEX PROVIDED EQUIPMENT: None.

2. COMPANY PROVIDED EQUIPMENT:

A. HARDWARE

1 HP laserjet 4M or better printer or equivalent (for non-postscript printers 8
Meg of memory is required.

COMPANY network

Communications (between COMPANY AND Multex central site) (based on Company's
network design and access requirements a minimum of 1 Wiltel dedicated 56kb line
including routers, modems,

B. SOFTWARE

All required Netscape (2.0 or above) or Internet explorer (3.09 or above)
Browsers.

TCP/IP

Desktop operating system (Windows NT or 95)

OPTIONAL - Based on the Company's network design, the addition of proxy servers
could optimize the usage of Company's internal WAN and reduce the traffic across
the line between the Company and Multex.

At the option of the Company Multex will purchase and supply the above equipment
and Company will Reimburse Multex for the cost of the equipment.

Upon the expiration of the term of this Agreement, Multex upon the written
request of the Company shall return to Company at Company's sole cost and
expense all of Company's equipment in Multex's possession. The cost may include
without limitation all costs associated with preparing, disconnecting, and
shipping the equipment.
<PAGE>

ATTACHMENT A

THIRD PARTY LICENSE REQUIREMENTS FOR END USERS

The Software developed by Multex incorporates or may incorporate or utilize
software licensed from third parties including Adobe Systems Incorporated
("Adobe") and Fulcrum Technologies Inc. ("Fulcrum") ("Licensors"). (Multex
Software, the Adobe Software, and the Fulcrum Software and related documentation
are collectively called the "Software"; the Fulcrum Software is referred to as
the "Fulcrum Software". The Adobe Software (which consists of Adobe/TM/
Acrobat/TM/ Exchange, Acrobat Reader and Acrobat Distiller/TM/) is referred to
as the "Adobe Software". Multex, its Licensors and its suppliers retain title to
and exclusive ownership of the Software (including reproductions thereof) and
any patent, trademark or copyrights associated with the Software and its related
documentation.

Pursuant to the Software license agreement between Multex, Fulcrum and Adobe,
Multex is required by such agreement to incorporate certain terms and conditions
in each end user agreement.

The following terms and conditions shall apply to the Software:

1) Pursuant to the terms and conditions of this Agreement, MULTEX grants to
Licensee a non-exclusive, non-transferable, limited license to use the
Software (generally in the form of packaged computer software programs in
object code and its related documentation for the period set forth in the
Agreement).

2) Each copy of the Software is licensed for use only in the manner and for
the number of enabled users as provided in the Agreement. For the purposes
of this Agreement, "enabled user license" means the number of individual,
non-concurrent users licensed to use the Software.

3) MULTEX warrants that the Software and its Related Documentation are
property of, or are under license of MULTEX. THE WARRANTIES AND
LIMITATIONS SET FORTH IN THE PARAGRAPH 3 CONSTITUTE THE ONLY WARRANTIES OF
MULTEX AND LICENSORS WITH RESPECT TO THE SOFTWARE.

4) THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES,
WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. THIS WARRANTY IS MADE IN LIEU OF ALL
OTHER WARRANTIES, STATUTORY OR OTHERWISE. MULTEX AND ITS LICENSORS DO NOT
AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USE OF
THE SOFTWARE OR DOCUMENTATION.
<PAGE>

LIMITATION OF LIABILITY: THE REMEDIES OF LICENSEE SHALL BE LIMITED TO THOSE
PROVIDED IN THE AGREEMENT TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES.
IN NO EVENT SHALL MULTEX OR ITS LICENSORS BE LIABLE TO CUSTOMER FOR LOSS OF
PROFITS OR SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,
INCLUDING LEGAL FEES AND LITIGATION COSTS ARISING IN CONNECTION WITH THE
SUPPLY, USE, OR PERFORMANCE OF THE SOFTWARE OR ANY WORK OR SERVICE
PERFORMED BY MULTEX, ITS LICENSORS, OR THEIR EMPLOYEES EVEN IF THE
REPRESENTATIVES OF ANY SUCH THIRD PARTY HAVE BEEN RELIEVED OF THE
POSSIBILITY OF SUCH DAMAGES. NO AGREEMENTS VARYING OR EXTENDING THE
WARRANTIES, REMEDIES OR LIMITATIONS CONTAINED IN THIS PARAGRAPH WILL BE
BINDING UNLESS IN WRITING AND AGREED TO BY MULTEX.

5) INDEMNIFICATION: MULTEX will defend any action brought against Licensee to
the extent that it is based upon a claim that the Software and Related
Documentation used within the scope of this Agreement infringes upon a
copyright, patent, or third-party right, and MULTEX will pay any reasonable
costs, attorney fees and damages attributable to such claim which are
awarded against Licensee (or which MULTEX agrees to pay in any settlement)
provided that Licensee promptly notifies MULTEX in writing of the claim and
that MULTEX has complete control of the defense and/or settlement of such
claim. In lieu of any such indemnification either party may cancel the
agreement in the event LICENSEE receives a notice of infringement (optional
if Licensee requests indemnification).

6) This agreement and/or license does not grant licensee any right (whether by
license, ownership or otherwise) in or to intellectual property with
respect to the Software.

7) Trademarks, if used by Licensee shall be used in accordance with accepted
trademark practice, including identification of the trademarks owner's name
. Trademarks can only be used to identify printed output produced by the
Software. The use of any trademark as herein authorized does not give
Licensee rights of ownership in that trademark.

8) Licensee agrees that it will not:

a) copy the Software or related documentation for any reason other than
for duly licensed reproduction or for archival or emergency restart
purposes or program error verification. Any copy of the Software
shall contain the copyright and other proprietary notice which appears
on and in the Software. Should the Software become inoperable,
Licensee may use the Software on a backup system for a period not to
exceed thirty (30) days. Licensee shall notify Multex of any such use
within five (5) days. Should there be a requirement to
<PAGE>

permanently transfer the Software from the licensed configuration to
an alternate configuration, Licensee shall first obtain the written
consent of Multex, which shall not be unreasonably withheld;

b) permit more users to use or install the Software other than as
provided in this Agreement;

c) offer the Software for loan, rent, lease, sub license, or for other
forms of exchange;

d) modify, adapt, translate, decompile or reverse engineer, dissemble or
otherwise attempt to discover the source code of the Software; and

e) assign any rights under this Agreement without the prior written
consent of Multex;

f) Licensee will not export or re-export the Software without the
appropriate United States or foreign government licenses, and only
with the consent of Multex;

g) install a backup copy on any machine if Licensee's primary copy is
installed.

Applicable to the Fulcrum Software:

9) Licensee acknowledges that

a) title and ownership of the Fulcrum Software and all rights related
thereto, including patent, trademark and copyright related thereto are
the exclusive property of Fulcrum Technologies, Inc. or its Licensees;

b) Licensee shall only acquire the right to use the Software in
accordance with this Agreement; and

c) Licensee shall take necessary steps to ensure that all intellectual
property underlying the binary version of the Software remain
confidential.

Applicable to the Abode Software:

10) Multiple Environment Software. If this package contains two or more
versions of the Adobe Software (e.g., DOS, Macintosh(R) and Windows/TM/),
the total number of copies of all versions of the Adobe Software with
Licensee may make may not exceed the number of permitted computers except
that Licensee may also possess one back-up copy, in accordance with the
terms of this Agreement, for each version of the Software it uses.

<PAGE>

11) Notice to Government End Users: If this product is acquired under the terms
of a: GSA Contract: Use, reproduction or disclosure is subject to the
restrictions set forth in the applicable ADP Schedule contract. DoD
contract: Use, duplication or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of 252.227-7013.
Civilian agency contract: Use, reproduction, or disclosure is subject to
52.227-19(a) through (d) and restrictive set forth in the accompanying end
user agreement. Unpublished-rights reserved under the copyright laws of
United States.

12) Licensee is hereby notified that Adobe Systems Incorporated, a California
corporation located at 1585 Charleston Road, Mountain View, California
94039-7900 ("Adobe") is a third-party beneficiary to this Agreement to the
extent that this Agreement contains provisions which relate to Licensee's
use of the Adobe Software, the Documentation and the trademarks licensed
hereby. Such provisions are made expressly for the benefit of Adobe and
are enforceable by Abode in addition to Licensor.

13) Adobe is a trademark of Adobe Systems Incorporated which may be registered
in certain jurisdictions. Macintosh is a registered trademark of Apple
Computer, Inc. Windows is trademark of Microsoft Corporation.

14) Title to and ownership of the Adobe Software and Documentation and any
reproduction thereof shall remain with Adobe and its suppliers; the
structure, organization and code are the valuable trade secrets of Adobe
and its suppliers.

<PAGE>

Exhibit 10.9

INTERNAL ELECTRONIC DISTRIBUTION SERVICES AGREEMENT

Dated as of: August 12, 1997

Between

MULTEX SYSTEMS, INC.

and

WESSELS, ARNOLD & HENDERSON, LLC

EXHIBITS

A Fees

B Services

C Third Party Software

D Perpetual Licenses

E Multex or Company Provided Equipment

ATTACHMENTS

A Third Party License Requirements for End Users
<PAGE>

INTERNAL ELECTRONIC DISTRIBUTION SERVICES AGREEMENT

THIS AGREEMENT FOR INTERNAL ELECTRONIC DISTRIBUTION SERVICES ("Agreement") is
made and entered into as of August 12, 1997, by and between Wessels, Arnold &
Henderson, LLC, with offices at 601 Second Avenue South, Minneapolis, MN 55402-
4314 (hereinafter referred to as "Company"), and MULTEX SYSTEMS, INC., a
Delaware corporation with offices at 33 Maiden Lane, New York, N.Y. 10038
(hereinafter referred to as "Multex"). Multex and Company shall be referred to
herein as the "Parties".

RECITALS

A. Company, its independent branches and subsidiaries creates, produces and
develops various financial documents including but not limited to Market
Data, Morning Meeting Notes, economic reports and/or Published Research
Reports or ("Internal Documents"). Company may also receive third party
brokers (sell side) Research ("Sell Side Research") or other third party
financial research. The Internal Documents and Sell Side Documents are
collectively referred to as "Documents". Any third party broker is
hereinafter referred to as "Broker".

B. Company desires to disseminate and distribute the Documents internally
within the Company.

C. Multex via its proprietary software ("Multex Software") electronically
receives the Documents contributed by the Company or Broker and distributes
the Documents within the company or to others as provided in Exhibit B
(hereinafter collectively the "Services"). (See Exhibit B)

D. Company desires that Multex provide the Services as set forth in Exhibit B
to enable Company to distribute the Documents within the Company or as may
be otherwise set forth in Exhibit B.

In consideration of the mutual promises and covenants hereinafter contained, the
parties hereto agree as follows:

1. Scope of Services.

(a) Company grants to Multex the non-exclusive right to obtain, and
distribute the Documents via the Multex Software to (i) investment
professionals and other employees within the Company ("Internal User")
or (ii) to non-Company employees, such as clients of the Company
("External User") or as may be otherwise set forth in Exhibit B.
Internal Users and External Users are collectively referred to as
"Users". The distribution of the Documents to Internal Users under (I)
above is referred to as ("Internal Distribution") and the
<PAGE>

distribution of Documents to External Users under (II) above is
referred to as ("External Distribution"). Multex agrees to provide
the Services as described in Exhibit B to the Company subject to the
payment of the fee as set forth in Exhibit A. As part of the Services
Multex grants to Company a non-exclusive, non-transferable license to
use Multex Software, including software licensed from third parties
identified in Exhibit C ("Third Party Software") in accordance with
the provisions of Attachment A (Third Party License Requirements for
End Users) which is incorporated and made a part of this Agreement for
the term of this Agreement. Multex Software and the Third Party
Software contained therein is sometimes referred to as the Software or
Multex Software.

(b) Any equipment i.e., computers, servers, etc. ("Equipment") to be
provided by Multex or Company is set forth in Exhibit D.

2. Independent Contractor.

3. Costs.

Company is solely responsible for the costs relating to (i) the development
of the Internal Documents and (ii) the contribution and delivery of the
Documents to Multex and (iii) the distribution of the Documents within the
Company. Such costs include the costs of Company's telecommunication
lines, telephones, modems, computers, magnetic tape, magnetic tape delivery
and messenger services. In addition the Company is also responsible for
obtaining permission from and arranging with the Broker for contribution to
Multex (if the Sell Side Research is not presently being contributed to
Multex for redistribution to Company).

4. Term.

(a) The term ("Term") of this Agreement shall be for [Confidential Portion
Omitted] beginning on the execution of this Agreement ("Commencement
Date"). The Agreement shall automatically renew for successive
[Confidential Portion Omitted] periods unless either Multex or Company
terminates the Agreement ninety (90) days prior to the expiration of
each renewal period.

-2-
<PAGE>

(b) Notwithstanding the term set forth above, in the event either party to
this Agreement shall fail to perform or observe any material term,
covenant, agreement or warranty, the other party may immediately
terminate this Agreement if such failure is not corrected within 30
days after delivery of written notice thereof to the other party
provided, however, if the failure cannot reasonably be corrected
within 30 days and the defaulting party has commenced performance
during such thirty (30) day period and proceeds to cure the default,
the time for curing such default shall be extended for such period as
may be necessary to cure the default.

(e) Notwithstanding the Term, six months after the Commencement Date the
Company may cancel that portion Agreement relating to Internal
Distribution and all (and not a portion) of the passwords associated
therewith, provided Company pays the fees set forth in Exhibit A. In
the event Company does not cancel Internal Distribution as provided
herein, upon renewal Company may renew for the External Distribution
only.

5. Indemnity.

(a) Multex agrees to defend and/or handle at its own cost and expense any
claim or action against Company, its parent company, and its or their
subsidiaries and/or affiliated companies, for actual or alleged
infringement of any patent, copyright, trademark or other property
right (including, but not limited to, misappropriate of trade secrets)
("Infringement") based on Services, and/or other materials furnished
to Company by Multex pursuant to the terms of this Agreement
including, without limitation, Multex Software and the Third Party
Software included therein. Multex further agrees to indemnify and
hold Company, its parent company, and its or their subsidiaries and/or
affiliated companies, and any of their clients, harmless from and
against any and all liabilities, losses, damages, costs and expenses
(including, but not limited to, attorneys' fees, costs, and
disbursements) associated with any such claim or action resulting from
the Infringement. In the event of an Infringement, Multex in lieu of
any such

-3-
<PAGE>

indemnification may immediately terminate this Agreement, or
substitute non-infringing equally functional Services or Software.

(b) Company shall indemnify, hold harmless, defend or settle, at its sole
expense, any action or claim brought against Multex based upon or
arising out of any infringement by the Documents of any patent,
copyright or proprietary rights of any third party. Company shall pay
and indemnify Multex for any costs, damages, expenses or liabilities
(including reasonable attorney fees) incurred by Multex as a result of
any claim or action which are attributable to such infringement.
Multex agrees to notify Company promptly in writing after it obtains
notice of such claim. In the event Multex is enjoined or otherwise
prohibited from using the Documents, Company may, at its sole expense,
(a) procure for Multex the right to continue using the Documents, or
(b) substitute a non-infringing version of the Documents in a manner
satisfactory to Multex so that the Documents becomes non-infringing
version of the Documents and still conforms to the technical
specifications. In lieu of the foregoing, Company may terminate the
Agreement.

6. Confidential Information.

(a) "Confidential Information" shall mean information which is marked as
confidential.

(c) Without limiting the generality of the foregoing, "Confidential
Information" will not include information that (i) is already
rightfully known to a party at the time it is obtained from the other
party, free from any obligation to keep such information confidential;
(ii) is or becomes publicly known through no wrongful act of either
party; (iii) is rightfully received from a third party without
restriction and without breach of this Agreement; (iv) is
independently acquired or developed by a party without breach of any
obligation hereunder; (v) is required to be disclosed pursuant to law,
governmental regulation, or court order; (vi) is in the public domain
or (vii) has been disclosed to third parties.

7. Limitation of Liability.

(a) Multex will make every reasonable effort to provide the Services to
the Company. However, Company understands that Multex cannot and does
not guarantee the content, accuracy, timeliness or availability of the
Documents or the accuracy, timeliness and availability of the
Services. Accordingly, Company agrees Multex

-4-
<PAGE>

shall not have any liability or obligation to Company (whether caused
directly or indirectly) relating to the (i) interruption, delay or
failure in the transmission, delivery or distribution of the Services
or Documents (ii) the unavailability of Multex Software or the
Services; (iii) the accuracy of the Documents or (iv) the acts or
omissions of the Company. Multex's sole liability to Company for
claims, notwithstanding the form of such claims (e.g., contract,
negligence or otherwise), arising out of items (i) through (iv) above,
shall be to use reasonable efforts to resume the Services and/or to
make Multex Software available to Company as promptly as reasonably
practicable.

(b) Multex shall not have any obligation or liability to Company or any
third party (i) relating to, or arising out of the displaying or
furnishing of the Documents, including the information contained
therein, (ii) for errors or omissions in connecting, transmitting,
processing, disseminating, displaying or distributing the Documents;
(iii) for the accuracy of the Documents or securities or commodities
information and prices displayed, carried or furnished by or through
the Services or (iv) for the accuracy or display of Company's data and
information.

8. Ownership Rights.

(a) The Documents shall remain the sole property of the Company and Multex
shall not acquire any rights in the Documents.

(b) Multex Software shall remain the property of Multex. Company may use
the Software only in conjunction with the Services. Company shall use
the Software on no more than the number of concurrent users as may be
agreed to between Company and Multex. Company shall not copy, in whole
or in part, the Software or related documentation, whether in the form
of computer media, printed or in any other form; provided, however,
that Company may make (one) number of copy of the Software for back-up
purposes only.

(c) The license granted herein is for the limited purpose of enabling
Company to distribute the Documents within the Company.

-5-
<PAGE>

9. Warranties.

(a) Multex hereby represents and warrants to Company as follows:

(i) Multex is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York with full
authority to enter into this Agreement.

(ii) Multex Software and the Services provided to Company shall not
infringe upon the proprietary rights of any third party.

(iii) Multex has the legal right and authority to license Multex
Software (including, without limitation, the Third Party
Software included therein) to Company.

(iv) The medium on which Multex Software is furnished is warranted
to be free of defects in materials and workmanship under normal
use for a period of thirty (30) days from the date of delivery
of Multex Software.

(b) Company represents and warrants to Multex that:

(i) Company is the owner of and has the right to distribute the
Documents.

(ii) Company will comply with all laws and regulations applicable to
the use of the Services;

10. Limitation of Warranties.

-6-
<PAGE>

VALIDITY OR COMPLETENESS OF THE DOCUMENTS. MULTEX HEREBY DISCLAIMS ANY
LIABILITY FOR, AND UNDER NO CIRCUMSTANCES SHALL IT HAVE ANY LIABILITY FOR,
DIRECT, INDIRECT, COMPENSATORY CONSEQUENTIAL, SPECIAL, LOST PROFITS,
PUNITIVE, OR OTHER DAMAGES, COSTS OR EXPENSES OF ANY KIND ARISING FROM THIS
AGREEMENT. COMPANY HEREBY WAIVES ALL CLAIMS AGAINST MULTEX ARISING FROM
THIS AGREEMENT. MULTEX AND ITS THIRD PARTY LICENSORS DO NOT AND CANNOT
WARRANT THE PERFORMANCE OR RESULTS COMPANY MAY OBTAIN BY THE USE OF THE
SOFTWARE OR SERVICES.

11. Insurance.

Multex shall procure and maintain for itself and its employees all
insurance coverage's as required by Federal or State law, including
workers' compensation insurance. Multex shall procure and maintain for
itself: (i) Employers' Liability Insurance coverage including bodily
injury coverage, with a minimum of $100,000 for each employee; (ii) general
liability coverage of at least $1,000,000. Upon request, Multex shall
provide Company with a certificate of insurance evidencing such coverage.
The parties shall each insure their own property and neither party shall
have any liability to the other for any damage to the property of the
other.

12. Unlawful Use.

Company shall not use or permit anyone to use the Services or the Documents
for any unlawful purpose.

13. Reuse of Software.

Company is not authorized or permitted to furnish the Services or the
Documents to any person or firm for re-use, redistribution or
retransmission without the prior approval of Multex.

14. Inaccuracy.

Company shall immediately notify Multex of any suspected inaccuracies in
the Documents or the Services.

15. Disposition of Software.

-7-
<PAGE>

condition, reasonable wear and tear and damage by the elements excepted.
At the direction of Multex, the Software may be completely deleted, erased
or otherwise destroyed by Company.

16. Compliance with Law

(a) Company shall be responsible (i) for compliance with all laws and
governmental regulations affecting its business and (ii) for any use
it may make of the Services or the Documents to assist it in complying
with such laws and governmental regulations, and Multex shall not have
any responsibility relating thereto including, without limitation,
advising Company of Company's responsibilities in complying with any
laws or governmental regulations affecting Company's business. While
Multex shall not have any responsibility for Company's compliance with
the laws and regulations referred to above, Multex agrees to use
reasonable efforts to cause the applicable Services to be designed in
such a manner that they will be able to assist Company in complying
with its applicable legal and regulatory responsibilities. In no
event shall Company rely solely on its use of the Services in
complying with any laws and governmental regulations.

17. Default in Payment.

Should Company (a) fail to pay when due any sum of money due hereunder, (b)
default in the performance of any of its other obligations under this
Agreement and such default shall continue for a period of thirty (30) days
after Notice of the default, Multex, at its option, may, upon written
notice thereof, (i) terminate this Agreement, (ii) declare all amounts due
and to become due under this Agreement, (iii) whether or not this Agreement
is terminated take immediate possession of any or all of the items of
Equipment owned by Multex not fully paid for, wherever situated and for
such purpose enter upon any premises without liability for so doing, and
(iv) sell, dispose of, hold, use or lease any items of Equipment not fully
paid for, as Multex, in its sole discretion, may decide. Company agrees to
reimburse Multex for any and all expenses Multex may incur, including
reasonable attorney fees, in taking any of the foregoing actions. The
remedies contained in this Paragraph 17 are cumulative and are in addition
to all other rights and remedies available to Multex under this Agreement
and the Schedules hereto, by operation of law or otherwise.

-8-
<PAGE>

18. Advertising.

Neither party shall use the name or marks of the other or its partner
company or any subsidiary or affiliated company in any publicity release,
advertising, or publicly displayed or distributed materials without
securing the prior written consent of the party whose name is to be used,
which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Multex may disclose the fact of this
Agreement.

19. Successors and Assigns.

This Agreement shall be binding upon the parties' respective successors and
permitted assigns.

20. Governing Law.

The validity of this Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of the parties shall
be governed by the laws of the State of New York.

21. Modifications.

No modification, amendment, supplement to or waiver of this Agreement or
any Schedule or Exhibit hereunder, or any of their provisions shall be
binding upon the parties hereto unless made in writing and duly signed by
both parties.

22. Waiver.

23. Exhibits.

The terms and conditions of any all Exhibits and Attachments to this
Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as if fully set forth herein.

24. Compliance with Law.

Multex shall comply with all applicable U.S., state and local laws and
regulations in its performance of its obligations hereunder and that the
Services will comply with applicable laws.

-9-
<PAGE>

25. Headings.

The headings herein are for convenience of reference only and shall not
impact the meaning of this Agreement.

26. Entire Agreement.

This Agreement constitutes the entire Agreement between the parties
concerning and the subject matter hereof and shall supersede all prior
agreements or understandings concerning such subject matter.

27. Survival.

Notwithstanding any termination of this Agreement, the provisions of
Section 6, 7, 8, 10, 11 and 22 shall survive termination.

28. Access.

29. Force Majeure.

Neither party will be under any liability for any loss, cost or damage
resulting from any failure by such party to perform any obligation
hereunder or from any delay in the performance thereof due to causes beyond
such party's control, including, without limitation, industrial disputes of
whatever nature, acts of God, public enemy, acts of government, network,
software or telecommunications failure, fire or other casualty.

30. COUNTERPARTS.

This Agreement may be executed in any number of counterparts each of which
when executed and delivered shall be an original, but all counterparts
together shall constitute one and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first above written.

WESSELS, ARNOLD MULTEX SYSTEMS, INC.
& HENDERSON LLC

By: /s/ Thomas J. Brigel By: /s/ Philip Callaghan
----------------------- ---------------------------------

Name: Thomas J. Brigel Name: Philip Callaghan
---------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer/Secretary

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<PAGE>

EXHIBIT A
---------

Fees for the Services

The Company shall pay the following:

1. (a)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
distribution type number of cost per password cost per minimum payment in the
passwords per month - password requirement of event of
Internal User per month/year - Passwords cancellation or non-
External Users renewal as
provided in
paragraph 4(e)

Internal [Confidential [Confidential [Confidential
Distribution Portion Omitted] Portion Omitted] Portion Omitted]

External [Confidential [Confidential [Confidential [Confidential
Distribution Portion Omitted] Portion Omitted] Portion Omitted] Portion Omitted]
</TABLE>

External Passwords may not be issued to Internal Users or for Internal
Distribution. Both Internal Passwords and External Passwords are
collectively referred to as "Passwords".

(b) Company shall be billed and pay Multex quarterly in advance for the
issuance of at least [Confidential Portion Omitted] Internal Passwords
and [Confidential Portion Omitted] External Passwords. Passwords and
user ID's are randomly generated. If the Company requests user ID's
or Passwords be generated in a specific format or sequence, the
Company shall be subject to a separate charge.

(c) After the Term of this Agreement, and during the first renewal period
as described in Paragraph 4(a) of the Agreement, the Company shall be
entitled to a reduction of [Confidential Portion Omitted] in the price
set forth in paragraph (a) above.

(d) Payment to be made within 15 days after invoice.

2. Company shall pay for all taxes applicable to the Services. Company shall
pay for telecommunication costs between Multex and Company, local server,
third party software licenses, support and maintenance of Company's
equipment at Company's location.

3. Multex shall provide free of charge, maintenance updates and revisions
("Updates") to Multex Software as commercially released by Multex. Any
enhancements, modifications, software development, operation and technical
support, customization or integration not included in the Service or made
specifically for or at the Request of the Company shall be paid for by
Company on a time and material basis. Searching by Document type is
<PAGE>

a feature included in the Service. The present rate is [Confidential
Portion Omitted] to [Confidential Portion Omitted] per hour per person
depending on the skill and level of such person.

4. During the term and for a period of one (1) year thereafter, Company shall,
upon reasonable notice from Multex, make available for inspection by Multex
Company's books and records or other materials relating to the number of
Passwords issued by Company. Company shall not be required to submit to
such audit more than two times in any calendar year. In the event such
audit reveals that additional fees are due Multex, Company shall pay such
fees within 10 after notice.

5. Free Password Period means that no Payment shall commence until 120 days
after the execution of this Agreement ("Free Password Period").
<PAGE>

EXHIBIT B
---------

Services

The service includes:

A. MULTEX PROVIDED SERVICES

1. The development by Multex of a private label Company research and
document web site, co-branded with Multex's logo and substantially
similar in look, feel, navigation and function to Multex's MultexNET
research web site. The Company web site is referred to as "Company
Web Site". Company Web Site will be hosted and maintained by Multex
and will reside at Multex's central site at 33 Maiden Lane. Company
Web Site will be accessed by Company's User's over the World Wide Web
("WWW"). The Users will access BT ResearchExpress by logging onto
Company's website (www.Company.com), and clicking an icon or other
prompt indicating "Research." This prompt will seamlessly link to
Company Web Site and will ask the User for a user Name and Password
before allowing the User to view the documents. Alternatively, at
Company's option, Company Web Site can be accessed directly by its own
URL without requiring that the user first visit the Company's web
site.

2. The creation by Multex of User ID's and passwords to be issued to the
Company for Internal and External Distribution.

3. The distribution, within the Company, of Internal Documents
contributed by the Company or Sell Side Research contributed by the
Brokers which is provided to Multex and the Company has received
permission to obtain. If the Company presently receives Sell Side
Research Multex will as part of the Service and fees set forth in
paragraph 1 of Exhibit A distribute the Sell Side Research to Company
subject to the consent and approval and any restrictions or
limitations imposed by the Broker Company is responsible for obtaining
the approval of the Broker to (I) contribute the Sell Side Research to
Multex (if such Broker is not contributing its research to Multex, and
(II) permit Multex to distribute the Sell Side Research to Multex.
Multex in the latter case will cooperate with the Company, set up and
install the Broker for contribution of its Sell Side research to
Multex. Sell Side Research does not include any third party research
provider which produces and develops for sale financial research
products to the financial and corporate market, such as S&P reports
and the like.

4. Multex providing the number of User ID's and passwords requested by
the Company as provided in this Agreement. The Company has the
responsibility of distributing the User ID's and passwords to
qualified Users to be used in
<PAGE>

accordance with this Agreement. Multex represents that only those
passwords that have been issued to the Company will be able to access
the services. Multex will use reasonable efforts to verify that its
entitlement procedures as specified in this paragraph 5(a) is provided
to and maintained on behalf of the Company.

5. Provide Monthly Entitlement Reports to Bankers Trust indicating what
Users are entitled to which documents groups.

6. Provide Monthly Usage Reports to Company indicating frequencies and
types of documents accessed by Users or user groups.

7. Provide a single quarterly invoice to Company for charges associated
with delivery of Company Web Sites, including a single invoice for any
third party or for-pay service, if applicable.

The fee for the services specified this section A is set forth in exhibit
A.

IT IS SPECIFICALLY UNDERSTOOD THAT ALL SERVICES TO BE PROVIDED BY MULTEX
ARE SET FORTH AND NO OTHER SERVICES, SOFTWARE DEVELOPMENT, ENHANCEMENTS,
MODIFICATIONS, SUPPORT CUSTOMIZATION OR INTEGRATION HAVE BEEN AGREED TO
WHETHER ORALLY OR IN WRITING UNLESS SPECIFICALLY SET FORTH IN THIS EXHIBIT
B.

B. TECHNOLOGY

1. MULTEXNET as an Internet/Intranet solution accessible via a Netscape
2.0 or higher or Microsoft Explorer 3.0 or higher browser. In the
case of an Intranet solution Company will have a connection via a
dedicated link (approximately six weeks to install and test) to Multex
in New York. This line will provide a private connection to the
MULTEXNET server/database infrastructure. The Company shall pay for
the cost of the line.

2. Pending the installation of a dedicated link to Company, a URL link
will be provided so that Company's web server may access the Multex
database via Multex's own web server. This will enable a virtual
immediate start-up and test of Company's web server using Multex
research. Customization of this access (logo, banner, etc.) is
available, and has been completed. The dedicated link will be used
for predictable and higher band with access (only applicable in the
case of Intranet Service).

3. All workstations will connect to Company's own web server over
Company's own WAN or the Internet, which in turn will redirect any
inquiries for research to Multex's web server. These connections are
via a browser (HTTP) of Company's
<PAGE>

choice (Netscape, Explorer, etc.) and over secure (port 443) or
unsecured (port 80), as you wish. All requests issued will be
resolved at Multex's central site and all matching headlines returned
to the workstation as a linked HTML page.

4. The Multex Internet servers are shared among several clients, with
dedicated hardware available for an additional fee. When a document
is queried, it is copied from Multex's central site to the
workstation. Thus the file copy is exposed to the speed of the
slowest link between Multex and the desktop. (e.g. private
connection, Company's WAN, desktop LAN speed, etc.). Centralized file
caching is available on Company's site with additional hardware.

5. A search engine which combines keyword search capabilities with, fixed
field searches like ticker symbol or industry.

6. For the purposes herein Password shall mean (I) Passwords issued by
Multex to Company and (II) any workstation which the Company enables,
entitles or gives the ability to use the Service, access, view or
receive any or all of the Documents. For purposes herein Password and
User ID's are synonymous.

C. COMPANY'S OBLIGATIONS

1. Supply to Multex the name and address, fax and email of each User with
instructions regarding what document groups to entitle for each user
if such entitlements cannot be done online. IF Multex provides the
Company with the ability to entitle electronically (on-Line
Entitlements), Company shall perform, control and administer the
Entitlements.

2. Invoice Company Web Site Users for charges, if any, which are payable
by the User to Company.

3. Maintain, monitor, and provide for the timely contribution of all
documents contributed by Company to Multex.
<PAGE>

EXHIBIT C
---------

THIRD PARTY SOFTWARE
--------------------

1. Fulcrum Technologies Searchtool

2. Adobe Systems Acrobat Reader, Exchange and Distiller

EXHIBIT D
---------

PERPETUAL LICENSES
------------------

None.

<PAGE>

EXHIBIT E
---------

1. MULTEX PROVIDED EQUIPMENT:

2. COMPANY PROVIDED EQUIPMENT:

A. HARDWARE

1 HP laserjet 4M or better printer or equivalent (for non-postscript printers 8
Meg of memory is required.

COMPANY network

Communications between COMPANY AND Multex central site (based on Company's
network design and access requirements) a minimum of 1 Wiltel dedicated 56kb
line including routers, modems.

B. SOFTWARE

All required Netscape (2.0 or above) or Internet explorer (3.09 or above)
Browsers.

TCP/IP

Desktop operating system (Windows NT or 95)

At the option of the Company Multex will purchase and supply the above equipment
and Company will reimburse Multex for the cost of the equipment.
<PAGE>

ATTACHMENT A

THIRD PARTY LICENSE REQUIREMENTS FOR END USERS

The Software developed by Multex incorporates or may incorporate or utilize
software licensed from third parties including Adobe Systems Incorporated
("Adobe") and Fulcrum Technologies Inc. ("Fulcrum") ("Licensors"). (Multex
Software, the Adobe Software, and the Fulcrum Software and related documentation
are collectively called the "Software"; the Fulcrum Software is referred to as
the "Fulcrum Software". The Adobe Software (which consists of Adobe Acrobat
Exchange, Acrobat Reader and Acrobat Distiller) is referred to as the "Adobe
Software". Multex, its Licensors and its suppliers retain title to and
exclusive ownership of the Software (including reproductions thereof) and any
patent, trademark or copyrights associated with the Software and its related
documentation.

Pursuant to the Software license agreement between Multex, Fulcrum and Adobe,
Multex is required by such agreement to incorporate certain terms and conditions
in each end user agreement.

The following terms and conditions shall apply to the Software:

3) MULTEX warrants that the Software and its Related Documentation are
property of, or are under license of MULTEX. THE WARRANTIES AND LIMITATIONS
SET FORTH IN THIS PARAGRAPH 3 CONSTITUTE THE ONLY WARRANTIES OF MULTEX AND
LICENSORS WITH RESPECT TO THE SOFTWARE.

LIMITATION OF LIABILITY: THE REMEDIES OF LICENSEE SHALL BE LIMITED TO
THOSE PROVIDED IN THE AGREEMENT TO THE EXCLUSION OF ANY AND ALL OTHER
REMEDIES. IN NO EVENT SHALL MULTEX OR ITS LICENSORS BE LIABLE TO CUSTOMER
FOR LOSS OF PROFITS OR SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES, INCLUDING LEGAL FEES AND LITIGATION COSTS ARISING IN CONNECTION
WITH THE SUPPLY, USE, OR PERFORMANCE OF THE SOFTWARE OR ANY WORK OR SERVICE
PERFORMED BY MULTEX, ITS LICENSORS, OR THEIR EMPLOYEES EVEN IF THE
REPRESENTATIVES OF ANY SUCH THIRD PARTY HAVE BEEN RELIEVED OF THE
POSSIBILITY OF SUCH DAMAGES. NO AGREEMENTS VARYING OR EXTENDING THE
WARRANTIES, REMEDIES OR LIMITATIONS CONTAINED IN THIS PARAGRAPH WILL BE
BINDING UNLESS IN WRITING AND AGREED TO BY MULTEX.

5) INDEMNIFICATION: MULTEX will defend any action brought against Licensee to
the extent that it is based upon a claim that the Software and Related
Documentation used within the scope of this Agreement infringes upon a
copyright, patent, or third-party right, and MULTEX will pay any reasonable
costs, attorney's fees and damages attributable to such claim which are
awarded against Licensee (or which MULTEX agrees to pay in any settlement)
provided that Licensee promptly notifies MULTEX in writing of the claim and
that MULTEX has complete control of the defense and/or settlement of such
claim. In lieu of any such indemnification either party may cancel the
agreement in the event LICENSEE receives a notice of infringement (optional
if Licensee requests indemnification).

6) This agreement and/or license does not grant licensee any right (whether by
license, ownership or otherwise) in or to intellectual property with
respect to the Software.

8) Licensee agrees that it will not:

Licensee shall first obtain the written consent of Multex, which shall
not be unreasonably withheld;

b) permit more users to use or install the Software other than as
provided in this Agreement;

c) offer the Software for loan, rent, lease, sub license, or for other
forms of exchange;

d) modify, adapt, translate, decompile or reverse engineer, dissemble or
otherwise attempt to discover the source code of the Software; and

e) assign any rights under this Agreement without the prior written
consent of Multex;

f) Licensee will not export or re-export the Software without the
appropriate United States or foreign government licenses, and only
with the consent of Multex;

g) install a backup copy on any machine if Licensee's primary copy is
installed.

Applicable to the Fulcrum Software:

9) Licensee acknowledges that

b) Licensee shall only acquire the right to use the Software in
accordance with this Agreement; and

c) Licensee shall take necessary steps to ensure that all intellectual
property underlying the binary version of the Software remains
confidential.

Applicable to the Abode Software:

10) Multiple Environment Software. If this package contains two or more
versions of the Abode Software (e.g., DOS, Macintosh(R) and Windows), the
total number of copies of all versions of the Adobe Software with Licensee
may make may not exceed the number of permitted computers except that
Licensee may also possess one back-up copy, in accordance with the terms of
this Agreement, for each version of the Software it uses.

11) Notice to Government End Users: If this product is acquired under the
terms of a: GSA Contract: Use, reproduction or disclosure is subject to
the restrictions set forth in the
<PAGE>

applicable ADP Schedule contract. DoD contract: Use, duplication or
disclosure by the Government is subject to restrictions as set forth in
subparagraph (c)(1)(ii) of 252.227-7013. Civilian agency contract: Use,
reproduction, or disclosure is subject to 52.227-19(a) through (d) and
restrictive set forth in the accompanying end user agreement. Unpublished-
rights reserved under the copyright laws of United States.

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 4, 1998 except for Note 13, as to which the
date is June 10, 1998, in Amendment No. 1 to the Registration Statement (Form
S-1 No. 333-53993) and related Prospectus of Multex Systems, Inc.

Ernst & Young LLP

New York, New York

July 1, 1998