MULTEX COM INC, S-4, 1999-08-17

MULTEX COM INC
S-4, 1999-08-17
COMPUTER PROCESSING & DATA PREPARATION

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As Filed with the Securities and Exchange Commission on August 17, 1999
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
Under the Securities Act of 1933

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Multex.com, Inc.
(Exact Name of Registrant as Specified in its Charter)

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<S> <C> <C>
Delaware 7375 22-3253344
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code) Identification Number)
33 Maiden Lane, 5th Floor
New York, New York 10038
(212) 859-9800
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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Isaak Karaev
Chief Executive Officer
Multex.com, 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)

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Copies to:
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<S> <C>
Alexander D. Lynch, Esq. Steven A. Seidman, Esq.
Brian B. Margolis, Esq. Willkie Farr & Gallagher
Brobeck, Phleger & Harrison LLP 787 Seventh Avenue
1633 Broadway, 47th Floor New York, New York 10019
New York, New York 10019 (212) 728-8111
(212) 581-1600
</TABLE>
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Approximate date of commencement of proposed sale to the public: At the
Effective Time of the Merger of a wholly-owned subsidiary of the Registrant
with and into Market Guide Inc., which shall occur as soon as practicable after
the Effective Date of this Registration Statement, and the satisfaction or
waiver of all conditions to the closing of such Merger.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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. [_]
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Each Class Amount Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share....... 5,522,905 $15.0625 $83,188,757 $23,127
</TABLE>
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(1) Based upon the maximum number of shares of the Registrant's Common Stock
expected to be issued in connection with the merger described herein to
holders of Common Stock of Market Guide Inc.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended
based upon the average of the high and low sale prices of the Common Stock
as reported on the Nasdaq National Market on August 11, 1999.
(3) Pursuant to Rule 457(b), under the Securities Act, $19,472.00 of the
registration fee is offset by the filing fee previously paid by the
Registrant in connection with the filing of preliminary proxy materials on
Schedule 14A on July 22, 1999.
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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 that 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 such Section 8(a),
may determine.

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<PAGE>

[LOGO OF MULTEX.COM]

August 20, 1999

Dear Multex.com Stockholders:

I am writing to you today about our proposed merger with Market Guide Inc.
This merger will create a combined company that will be one of the largest
providers of investment research and financial information services on the
Internet.

In the merger, each share of Market Guide common stock will be exchanged for
one share of the common stock, par value $0.01 per share, of Multex.com, Inc.
We expect to issue approximately 4.85 million shares of our common stock in the
merger and to assume options to purchase approximately 670,000 shares of Market
Guide common stock. The merger is described more fully in the accompanying
joint proxy statement/prospectus.

You will be asked to vote upon the issuance of shares of Multex.com common
stock pursuant to a merger agreement by and among Multex.com, Market Guide and
Merengue Acquisition Corp., a wholly owned subsidiary of Multex.com, at a
special meeting of Multex.com stockholders to be held on September 22, 1999 at
10:00 a.m., local time, at the offices of Multex.com, Inc., 100 William Street,
6th Floor, New York, New York. The holders of a majority of the outstanding
shares of Multex.com common stock present in person or by proxy and entitled to
vote at the special meeting must approve the issuance of these shares. Only
stockholders who hold shares of Multex.com common stock at the close of
business on August 13, 1999 will be entitled to vote at the special meeting.

We are very excited by the opportunities we envision for the combined
company. Your board of directors has determined that the terms and conditions
of the merger are advisable and in the best interests of Multex.com and you,
and unanimously recommends that you approve the issuance of the shares of
Multex.com common stock in connection with the merger. On June 22, 1999, your
board of directors obtained an opinion from its independent financial advisor,
BancBoston Robertson Stephens, to the effect that, at the date of such opinion
and based upon and subject to certain qualifications stated therein, the
exchange ratio in the merger is fair to Multex.com from a financial point of
view.

The accompanying joint proxy statement/prospectus provides detailed
information about the two companies and the merger. Please give all of this
information your careful attention. In particular, you should carefully
consider the discussion in the section entitled "Risk Factors" on page 14 of
the joint proxy statement/prospectus.

Stockholders will also be asked at the special meeting to (i) authorize an
amendment to Multex.com's certificate of incorporation to increase the size of
Multex.com's board of directors from a maximum of seven (7) directors to a
maximum of eleven (11) directors; and (ii) authorize an amendment to the
Multex.com 1999 Stock Option Plan which will increase the number of shares of
Multex.com common stock reserved for issuance under such plan by an additional
2,500,000 shares. These proposals are more fully described in the accompanying
joint proxy statement/prospectus. Your board of directors believes that the
approval of these proposals is advisable in connection with the merger.

Your vote is very important regardless of the number of shares you own. To
vote your shares, you may use the enclosed proxy card, grant your proxy by
telephone or the Internet or attend the special stockholders meeting. To
approve the proposals, you MUST vote "FOR" each proposal by following the
instructions stated on the enclosed proxy card. We urge you to vote "FOR" each
proposal, which are necessary steps in the merger of Multex.com and Market
Guide.

Sincerely,

/S/ Isaak Karaev
Isaak Karaev
Chairman and Chief Executive Officer
<PAGE>

MULTEX.COM, INC.
33 Maiden Lane, 5th Floor
New York, NY 10038
(212) 859-9800

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 22, 1999

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

We will hold a special meeting of stockholders of Multex.com, Inc. at 10:00
a.m., local time, on September 22, 1999 at the offices of Multex.com, Inc., 100
William Street, 6th Floor, New York, New York for the following purposes:

1. To consider and vote upon a proposal to approve the issuance of shares of
common stock, par value $0.01 per share, of Multex.com pursuant to a merger
agreement by and among Multex.com, Market Guide Inc. and Merengue Acquisition
Corp., a wholly owned subsidiary of Multex.com, under which Market Guide will
become a wholly owned subsidiary of Multex.com;

2. To authorize an amendment to Multex.com's certificate of incorporation to
increase the size of Multex.com's board of directors from a maximum of seven
(7) directors to a maximum of eleven (11) directors;

3. To authorize an amendment to the Multex.com 1999 Stock Option Plan to
increase the number of shares of Multex.com common stock reserved for issuance
under such plan by an additional 2,500,000 shares; and

4. To transact such other business as may properly come before the special
meeting or any adjournment or postponement thereof.

Your board of directors has determined that the issuance of shares of
Multex.com common stock is advisable and in the best interests of Multex.com
and you, and unanimously recommends that you vote to approve this issuance of
Multex.com common stock.

We describe each of these proposals more fully in the accompanying joint
proxy statement/prospectus, which we urge you to read.

Only Multex.com stockholders of record at the close of business on August 13,
1999 are entitled to notice of and to vote at the special meeting or any
adjournment or postponement.

Your vote is important. To assure that your shares are represented at the
special meeting, you are urged to complete, date and sign the enclosed proxy
and mail it promptly in the postage-paid envelope provided, or call the toll-
free telephone number or use the Internet by following the instructions
included with your proxy card, whether or not you plan to attend the special
meeting in person. You may revoke your proxy in the manner described in the
accompanying joint proxy statement/prospectus at any time before it has been
voted at the special meeting. You may vote in person at the special meeting
even if you have returned a proxy.

By Order of the Board of Directors

/s/ Philip Scheps

Philip Scheps
Secretary

New York, New York
August 20, 1999

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of this transaction or the securities of
Multex.com to be issued in the merger, or determined if this joint proxy
statement/prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.

This joint proxy statement/prospectus is dated August 20, 1999, and was first
mailed to Multex.com stockholders on or about August 20, 1999.
<PAGE>

[LOGO FOR MARKET GUIDE]

August 20, 1999

Dear Market Guide Shareholders:

I am writing to you today about our proposed merger with Multex.com, Inc.
This merger will create a combined company that will be one of the largest
providers of investment research and financial information services on the
Internet.

In the merger, each share of Market Guide common stock will be exchanged for
one share of Multex.com common stock. Multex.com expects to issue approximately
4.85 million shares of its common stock in the merger, and intends to assume
options to purchase approximately 670,000 shares of Market Guide common stock.
Multex.com common stock is traded on the Nasdaq National Market under the
trading symbol "MLTX," and closed at $18.875 per share on August 16, 1999. The
merger is described more fully in the accompanying joint proxy
statement/prospectus.

You will be asked to vote upon the merger at a special meeting of Market
Guide shareholders to be held on September 22, 1999 at 10:00 a.m., local time,
at the Adria Hotel and Conference Center, 220-33 Northern Boulevard, Bayside,
New York. The holders of two-thirds of the outstanding shares of Market Guide
common stock must approve the merger. Only shareholders who hold shares of
Market Guide common stock at the close of business on August 13, 1999 will be
entitled to vote at the special meeting.

We are very excited by the opportunities we envision for the combined
company. Your board of directors has determined that the terms and conditions
of the merger are advisable and in the best interests of Market Guide and you,
and unanimously recommends that you approve the merger agreement and the
merger. Your board of directors has obtained an opinion from its independent
financial advisor, Donaldson, Lufkin & Jenrette Securities Corporation, to the
effect that, at the date of such opinion and based upon and subject to certain
qualifications and limitations stated therein, the consideration to be received
by you in the merger is fair to you from a financial point of view.

The accompanying joint proxy statement/prospectus provides detailed
information about Multex.com and the merger. Please give all of this
information your careful attention. In particular, you should carefully
consider the discussion in the section entitled "Risk Factors" on page 14 of
the joint proxy statement/prospectus.

Your vote is very important regardless of the number of shares you own. To
vote your shares, you may use the enclosed proxy card, grant your proxy by
telephone or the Internet or attend the special shareholders meeting. To
approve the merger agreement, you MUST vote "FOR" the proposal by following the
instructions stated on the enclosed proxy card. If you do not vote at all, it
will, in effect, count as a vote against the merger. We urge you to vote "FOR"
this proposal, which is a necessary step in the merger of Market Guide and
Multex.com.

Sincerely,

/s/ Homi M. Byramji
Homi M. Byramji
President and Chief Executive Officer
<PAGE>

MARKET GUIDE INC.
2001 Marcus Avenue, Suite South 200
Lake Success, New York 11042
(516) 327-2400

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 22, 1999

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We will hold a special meeting of shareholders of Market Guide Inc. at 10:00
a.m., local time, on September 22, 1999 at the Adria Hotel and Conference
Center, 220-33 Nothern Boulevard, Bayside, New York for the following purposes:

1. To consider and vote upon a proposal to approve and adopt the merger
agreement among Multex.com, Inc., Market Guide and Merengue Acquisition
Corp., a wholly owned subsidiary of Multex.com, under which Market Guide
will become a wholly owned subsidiary of Multex.com, and each outstanding
share of Market Guide common stock will be converted into the right to
receive one share of Multex.com common stock; and

2. To transact such other business as may properly come before the
special meeting or any adjournment or postponement thereof.

Your board of directors has determined that the merger is advisable and in
the best interests of Market Guide and you, and unanimously recommends that you
vote to approve the merger agreement and the merger.

We describe the merger more fully in the accompanying joint proxy
statement/prospectus, which we urge you to read.

Only Market Guide shareholders of record at the close of business on August
13 are entitled to notice of and to vote at the special meeting or any
adjournment or postponement.

Your vote is important. To assure that your shares are represented at the
special meeting, you are urged to complete, date and sign the enclosed proxy
and mail it promptly in the postage-paid envelope provided, or call the toll-
free number or use the Internet by following the instructions enclosed with
your proxy, whether or not you plan to attend the special meeting in person.
You may revoke your proxy in the manner described in the accompanying joint
proxy statement/prospectus at any time before it has been voted at the special
meeting. You may vote in person at the special meeting even if you have
returned a proxy.

By Order of the Board of
Directors

/s/ Jeffrey S. Geisenheimer
Jeffrey S. Geisenheimer
Secretary

Lake Success, New York
August 20, 1999

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

This joint proxy statement/prospectus is dated August 20, 1999, and was first
mailed to Market Guide shareholders on or about August 20, 1999.
<PAGE>

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: What will Market Guide shareholders receive in the merger?

A: If the merger is completed, Market Guide shareholders will receive one share
of Multex.com common stock for each share of Market Guide common stock they
own.

Q: When do you expect to complete the merger?

A: We are working to complete the merger in the fall of 1999. Because the
merger is subject to various conditions, however, we cannot predict the
exact timing.

Q: Should Market Guide shareholders send in their stock certificates now?

A: No. After we complete the merger, Multex.com will send instructions to
Market Guide shareholders explaining how to exchange their shares of Market
Guide common stock for the appropriate number of shares of Multex.com common
stock.

Q: Should Multex.com stockholders send in their stock certificates?

A: No. Multex.com stockholders will continue to own their shares of Multex.com
common stock after the merger and should continue to hold their stock
certificates.

Q: How do I vote?

A: Mail your signed proxy card in the enclosed return envelope or grant your
proxy by telephone or the Internet as soon as possible so that your shares
may be represented at the special shareholders meeting. You may also attend
the meeting in person instead of submitting a proxy. If your shares are held
in "street name" by your broker, your broker will vote your shares only if
you provide instructions on how to vote. You should follow the directions
provided by your broker regarding how to instruct your broker to vote your
shares.

Q: Can I change my vote after mailing my proxy?

A: Yes. You may change your vote by delivering a signed notice of revocation or
a later-dated, signed proxy card to the corporate secretary of Multex.com or
Market Guide, as appropriate, before the appropriate shareholder meeting, or
by attending the shareholder meeting and voting in person.

Q: Who can I call with questions?

A: If you are a Market Guide shareholder with questions about the merger,
please call MacKenzie Partners, Inc. at (800) 322-2885.

If you are a Multex.com stockholder with questions about the merger, please
call Jaffoni & Collins Inc. at (212) 835-8500.
<PAGE>

TABLE OF CONTENTS

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Page
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JOINT PROXY STATEMENT/PROSPECTUS SUMMARY................................. 1
MARKET PRICE INFORMATION................................................. 13
RISK FACTORS............................................................. 14
THE SPECIAL MEETING...................................................... 29
General................................................................ 29
Date, Time and Place................................................... 29
Matters to be Considered at the Special Meeting........................ 29
Record Date............................................................ 30
Voting of Proxies...................................................... 30
Votes Required......................................................... 31
Quorum; Abstentions and Broker Non-Votes............................... 32
Solicitation of Proxies and Expenses................................... 32
Board Recommendations.................................................. 32
THE MERGER............................................................... 34
Background of the Merger............................................... 34
Reasons for the Merger; Recommendations of the Boards of Directors..... 37
Opinions of Financial Advisors......................................... 40
Interests of Certain Persons in the Merger............................. 50
Certain Federal Income Tax Considerations.............................. 51
Anticipated Accounting Treatment....................................... 52
Dissenters' Rights..................................................... 52
Listing of Multex.com Common Stock to be Issued in the Merger.......... 54
Restrictions on Sale of Shares By Affiliates of Multex.com and Market
Guide................................................................. 54
Operations Following the Merger........................................ 55
PRICE RANGES OF SECURITIES............................................... 56
SELECTED HISTORICAL FINANCIAL DATA OF MULTEX.COM......................... 57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF MULTEX.COM............................................. 58
SELECTED HISTORICAL FINANCIAL DATA OF MARKET GUIDE....................... 69
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF MARKET GUIDE........................................... 70
MULTEX.COM AND MARKET GUIDE UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS (UNAUDITED)........................................ 76
BUSINESS OF MULTEX.COM................................................... 87
MANAGEMENT OF MULTEX.COM................................................. 101
CERTAIN TRANSACTIONS OF MULTEX.COM....................................... 110
PRINCIPAL STOCKHOLDERS OF MULTEX.COM..................................... 112
DESCRIPTION OF CAPITAL STOCK OF MULTEX.COM............................... 114
</TABLE>

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Page
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BUSINESS OF MARKET GUIDE................................................. 118
MANAGEMENT OF MARKET GUIDE............................................... 122
PRINCIPAL SHAREHOLDERS OF MARKET GUIDE................................... 125
THE MERGER AGREEMENT AND RELATED AGREEMENTS.............................. 127
The Merger............................................................. 127
Effective Time......................................................... 127
Directors and Officers of Market Guide After the Merger................ 127
Conversion of Market Guide Shares in the Merger........................ 127
Market Guide Stock Incentive Plans..................................... 127
The Exchange Agent..................................................... 128
Exchange of Market Guide Stock Certificates for Multex.com Stock
Certificates.......................................................... 128
Transfer of Ownership; Distributions with Respect to Unexchanged
Shares................................................................ 128
Representations and Warranties......................................... 128
Market Guide's Conduct of Business Before Completion of the Merger..... 130
No Solicitation of Transactions........................................ 132
Director and Officer Indemnification and Insurance..................... 133
Conditions to Completion of the Merger................................. 133
Termination of the Merger Agreement.................................... 134
Payment of Fees and Expenses........................................... 135
Extension, Waiver and Amendment of the Merger Agreement................ 136
Related Agreements..................................................... 136
COMPARISON OF RIGHTS OF HOLDERS OF MARKET GUIDE COMMON STOCK AND
MULTEX.COM COMMON STOCK................................................. 138
Classes of Common Stock of Market Guide and Multex.com................. 138
Voting Requirements; Acting by Written Consent; Quorum Requirements.... 138
Classified Board of Directors.......................................... 138
Number of Directors.................................................... 139
Removal of Directors................................................... 139
Filling Vacancies on the Board of Directors............................ 139
Ability to Call Special Meetings....................................... 139
Advance Notice Provisions for Stockholder Nominations and Proposals.... 140
Amendment of Certificate of Incorporation.............................. 140
Amendment of Bylaws.................................................... 140
Indemnification of Directors and Officers; Limitation of Liability..... 141
PROPOSED AMENDMENT TO MULTEX.COM'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF DIRECTORS............................. 142
PROPOSED AMENDMENT TO MULTEX.COM'S 1999 STOCK OPTION PLAN................ 144
EXPERTS.................................................................. 154
LEGAL MATTERS............................................................ 154
WHERE YOU CAN FIND MORE INFORMATION...................................... 154
INDEX TO MULTEX.COM FINANCIAL STATEMENTS................................. F-1
INDEX TO MARKET GUIDE FINANCIAL STATEMENTS............................... F-24
</TABLE>

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APPENDICES
I-- Agreement and Plan of Merger and Reorganization...................... I-1
II-- Form of Multex.com Stockholder Agreement............................ II-1
III-- Form of Market Guide Stockholder Agreement......................... III-1
IV-- Opinion of BancBoston Robertson Stephens, financial advisor to
Multex.com ............................................................. IV-1
V-- Opinion of Donaldson, Lufkin and Jenrette Securities Corporation,
financial advisor to
Market Guide ..................................................... V-1
VI-- Sections 910 and 623 of the New York Business Corporation Law....... VI-1
</TABLE>

iii
<PAGE>

JOINT PROXY STATEMENT/PROSPECTUS SUMMARY

The following summary highlights selected information from this joint proxy
statement/prospectus and may not contain all of the information that is
important to you. You should carefully read this entire joint proxy
statement/prospectus, including the appendices, and the other documents we
refer to for a more complete understanding of the merger.

The Companies

MULTEX.COM, INC.
33 Maiden Lane, 5th Floor
New York, New York 10038
www.multex.com
(212) 859-9800

Multex.com is a leading provider of online investment research and financial
information services designed to meet the needs of individual investors and
institutional investors, including investment banks, brokerage firms and
corporations. Multex.com services enable timely online access to over 1.5
million research reports and other investment information on over 20,000
companies from more than 500 investment banks, brokerage firms and third-party
research providers worldwide. Multex.com offers research reports from 20 out of
the 20 leading U.S. investment banks and brokerage firms according to
institutional investor rankings, including Merrill Lynch, Morgan Stanley Dean
Witter, Goldman Sachs and Salomon Smith Barney. In Europe, Multex.com offers
research reports from 20 out of the 20 leading investment banks and brokerage
firms as ranked by the Reuters Tempest survey, and in Asia, Multex.com offers
research reports from 20 out of the 20 leading investment banks and brokerage
firms as ranked by Asia Money. Through various arrangements, more than
1,500,000 individual investors, institutional investors and financial
professionals, including mutual fund managers, portfolio managers, brokers and
their clients, are able to use Multex.com services. In addition to making
Multex.com services available through its own Web sites, Multex.com has
established a number of strategic distribution relationships to reach both the
individual investor market and the institutional investor market, including
relationships with America Online, Bloomberg, Bridge, Dow Jones, Intuit, and
Reuters.

MARKET GUIDE INC.
2001 Marcus Avenue, Suite South 200
Lake Success, New York 11042
www.marketguide.com
(516) 327-2400

Market Guide is a leading online provider and publisher of value-added
financial data and other information on publicly traded companies. Market Guide
maintains one of the largest U.S. public company databases with over 11,000
companies traded on the New York Stock Exchange, American Stock Exchange,
Nasdaq and Over-the-Counter Stock Markets, including foreign companies trading
in the U.S. as American Depositary Receipts and American Depositary Shares.
Company analysts regularly compile and process information filed with the
Securities and Exchange Commission, issued in press releases or carried in
other media reports. The analysts assess this raw data and update each
company's information as soon as relevant information becomes available, at
least four times and often more than eight times per year. Market Guide has
also created widely used and well-regarded proprietary industry and sector
groups and assigned companies to these industries and sectors. Market Guide
then adds value by computing ratios, peer group comparisons, growth rates and
other statistics, which are presented as field information in various time
tested report formats that follow a recommended analytic process and are
supported by extensive education content. Market Guide

1
<PAGE>

also has a historical daily pricing database going back to 1983 and is nearing
introduction of an exciting new product with business descriptions, officer and
director information and business and geographical segment information.

Market Guide acquires, integrates, condenses and publishes accurate, timely
and objective financial, descriptive and other information on publicly traded
corporations. Market Guide markets this information along with proprietary
software to the professional and individual investment communities, through the
Internet and other distribution channels in a cost effective manner.

The Merger (See page 34)

Market Guide and Multex.com have entered into a merger agreement that
provides for the merger of Market Guide and a newly formed subsidiary of
Multex.com. As a result, Market Guide will become a wholly owned subsidiary of
Multex.com. Shareholders of Market Guide will become stockholders of Multex.com
following the merger, and each share of Market Guide common stock will be
exchanged for one share of Multex.com common stock. We urge you to read the
merger agreement, which is included as Appendix I, carefully and in its
entirety.

The Director Increase Proposal (See page 142)

At the Multex.com special meeting, holders of Multex.com common stock will
consider and vote upon an amendment to Multex.com's certificate of
incorporation to increase the size of Multex.com's board of directors from a
maximum of seven (7) directors to a maximum of eleven (11) directors (the
"Director Increase Proposal").

The Plan Amendment Proposal (See page 144)

At the Multex.com special meeting, holders of Multex.com common stock will
consider and vote upon an amendment to the Multex.com 1999 Stock Option Plan to
increase the number of shares of Multex.com common stock reserved for issuance
under such plan by an additional 2,500,000 shares (the "Plan Amendment
Proposal").

Shareholder Approvals (See page 31)

Multex.com Stockholders

The holders of a majority of the shares of Multex.com common stock entitled
to vote and that are present or represented by proxy at the Multex.com meeting
must approve the issuance of Multex.com common stock in the merger. The holders
of 66.67% of the outstanding shares of Multex.com common stock must approve the
Director Increase Proposal. The holders of a majority of the shares of
Multex.com common stock entitled to vote and that are present or represented by
proxy at the Multex.com meeting must approve the Plan Amendment Proposal.
Multex.com stockholders are entitled to cast one vote per share of Multex.com
common stock owned at the close of business on August 13, 1999. Neither the
approval of the issuance of Multex.com common stock in the merger, the approval
of the Director Increase Proposal nor the approval of the Plan Amendment
Proposal is conditional on approval of the other proposals.

Pursuant to a stockholder agreement in the form of Appendix II hereto,
Multex.com stockholders owning beneficially approximately 39.9% of Multex.com's
common stock outstanding as of August 13, 1999 have agreed to vote all of their
shares of Multex.com common stock for approval of the issuance of the
Multex.com common stock in connection with the merger; provided, however, that
certain of such stockholders may sell up to 8.4% of the outstanding shares of
Multex.com common stock at any time prior to such vote.

2
<PAGE>

Market Guide Shareholders

The holders of two-thirds of the outstanding shares of Market Guide common
stock must approve the merger agreement and the merger. Market Guide
shareholders are entitled to cast one vote per share of Market Guide common
stock owned at the close of business on August 13, 1999. Pursuant to a
stockholder agreement in the form attached as Appendix III hereto, Market Guide
shareholders owning beneficially approximately 43.2% of Market Guide's common
stock outstanding as of August 13, 1999 have agreed to vote all of their shares
of Market Guide common stock for approval of the merger agreement and the
merger; provided, however, that certain of such shareholders may sell up to
0.2% of the outstanding shares of Market Guide common stock at any time prior
to such vote.

Recommendations of the Boards of Directors (See page 32)

The Market Guide and Multex.com boards of directors have determined that the
terms and conditions of the merger are advisable and in the best interests of
their respective shareholders. The Market Guide board unanimously recommends
that Market Guide shareholders vote "FOR" approval of the merger agreement and
the merger, and the Multex.com board unanimously recommends that Multex.com
stockholders vote "FOR" issuing the shares of Multex.com common stock in
connection with the merger. The Multex.com board also unanimously recommends
that Multex.com stockholders vote "FOR" the Director Increase Proposal and
"FOR" the Plan Amendment Proposal.

Opinions of Financial Advisors (See page 40)

In deciding to approve the merger, each of the Market Guide and Multex.com
boards of directors considered, among various other factors described below in
"Reasons for the Merger; Recommendations of the Board of Directors," opinions
from their respective financial advisors.

On June 22, 1999, BancBoston Robertson Stephens, Multex.com's financial
advisor, delivered its oral opinion to the Multex.com board that, as of that
date, the exchange ratio in the merger was fair from a financial point of view
to Multex.com. BancBoston Robertson Stephens subsequently confirmed its oral
opinion by delivery of its written opinion dated June 22, 1999. The full text
of the written opinion of BancBoston Robertson Stephens, dated June 22, 1999,
which sets forth assumptions made, matters considered and limitations on the
review undertaken in connection with the opinion, is attached as Appendix IV.
You should read this opinion in its entirety. The opinion of BancBoston
Robertson Stephens does not constitute a recommendation as to how any
Multex.com stockholder should vote with respect to the merger.

On June 23, 1999, Donaldson Lufkin & Jenrette Securities Corporation, Market
Guide's financial advisor, delivered its written opinion, dated June 22, 1999,
to the Market Guide board to the effect that, as of such date and subject to
the qualifications and limitations set forth in such written opinion, the
consideration to be received by Market Guide shareholders was fair from a
financial point of view to Market Guide shareholders. The full text of the
written opinion of Donaldson Lufkin & Jenrette Securities Corporation, dated
June 22, 1999, which sets forth assumptions made, matters considered and
limitations on the review undertaken in connection with the opinion, is
attached as Appendix V. You should read this opinion in its entirety.

Conditions To Completion Of The Merger (See page 133)

The respective obligations of the parties to complete the merger are subject
to approval of the merger agreement and the merger by Market Guide's
shareholders and approval of the issuance of Multex.com common stock in the
merger by Multex.com's stockholders, as well as the prior satisfaction or
waiver (if

3
<PAGE>

permitted by applicable law) of conditions specified in the merger agreement.
The following conditions, among others, must be satisfied or waived before the
merger can be completed:

. all necessary consents, approvals and authorizations from governmental
entities must be obtained except where a failure to obtain any such
consent, approval or authorization could not be reasonably expected to
have a material adverse effect on Multex.com or Market Guide;

. no court of competent jurisdiction or governmental entity has issued or
entered any order, writ, injunction or decree prohibiting or preventing
its completion;

. our respective representations and warranties in the merger agreement
must have been materially true and correct at the date the merger
agreement was executed and must remain materially true and correct;

. we must perform and comply in all material respects with our respective
covenants in the merger agreement;

. Market Guide must have used its reasonable best efforts to obtain an
opinion from its tax counsel stating that the merger will qualify as a
tax-free reorganization;

. we must each receive a letter from our respective independent auditors
confirming that pooling-of-interests accounting is appropriate for the
merger;

. no event, change, condition or effect that is or is reasonably likely to
be materially adverse to either company or its subsidiaries, taken as a
whole, occurs; and

. the shares of Multex.com common stock to be issued in the merger must be
authorized for listing on the Nasdaq National Market.

Termination of the Merger Agreement (See page 134)

The merger agreement may be terminated:

. if Multex.com and Market Guide agree to terminate it; or

. by either of us if the conditions to completion of the merger would not
be satisfied because of a breach of a representation, warranty, covenant
or agreement in the merger agreement by the other party, if the breaching
party does not take reasonable steps within ten days to cure the breach.

In addition, the merger agreement may be terminated by either of us under any
of the following circumstances:

. if the merger is not completed, without the fault of the terminating
party, by November 30, 1999;

. if a final court or governmental order prohibiting the merger is issued
and is not appealable;

. if the Multex.com stockholders do not approve the issuance of Multex.com
common stock at the Multex.com special meeting; or

. if the Market Guide shareholders do not approve the merger agreement and
the merger at the Market Guide special meeting.

Furthermore, the merger agreement may be terminated by Multex.com if any of
the following occurs:

. Market Guide's board withdraws or modifies in a manner adverse to
Multex.com its recommendation as to the merger agreement or the merger,
or resolves to do so;

. Market Guide's board recommends a transaction alternative to the merger;
or

. following public announcement of an alternative transaction, Market Guide
fails to recommend against such a transaction or fails to reconfirm its
approval and recommendation of the merger.

4
<PAGE>

Finally, the merger agreement may be terminated by Market Guide if any of the
following occurs:

. Multex.com's board withdraws or modifies in a manner adverse to Market
Guide its recommendation as to the merger agreement or the merger, or
resolves to do so;

. Multex.com's board recommends a transaction alternative to the merger; or

. following public announcement of an alternative transaction, Multex.com
fails to recommend against such a transaction or fails to reconfirm its
approval and recommendation of the merger.

Termination Fee and Expenses (See page 135)

Market Guide and Multex.com have each agreed, under certain circumstances, to
pay the other party a termination fee of $4.5 million in addition to
reimbursing the other party for its out-of-pocket expenses if the merger
agreement terminates under the circumstances that are described on pages 135
and 136 under "The Merger Agreement and Related Agreements -- Payment of Fees
and Expenses."

Restrictions on Alternative Transactions (See page 132)

Subject to limited exceptions, the merger agreement prohibits each party from
soliciting or participating in discussions with third parties about
transactions that may prohibit consummation of the merger. In addition, each
company is obligated to notify the other party of information of such
transactions. The restrictions, however, do not prohibit the boards from taking
such actions as are necessary to fulfill their respective fiduciary duties.

Interests of Certain Persons in the Merger (See page 50)

When considering the recommendation of the Market Guide board, you should be
aware that some directors and officers of Market Guide have the following
interests in the merger that are different from, or in addition to, yours:

. Upon consummation of the merger, it is anticipated that the directors and
officers of Market Guide and their affiliates will beneficially own
approximately 8.5% of the then outstanding shares of Multex.com common
stock, calculated on the basis set forth under the heading "Principal
Shareholders of Market Guide."

. The officers and directors of Market Guide own stock options to purchase
an aggregate of 326,500 shares of Market Guide common stock. Upon the
signing of the merger agreement, all such options became fully
exercisable.

. Multex.com has agreed to cause the surviving corporation in the merger to
indemnify each present and former Market Guide officer and director
against liabilities arising out of such person's service as an officer or
director. The surviving corporation in the merger will maintain officers'
and directors' liability insurance to cover any such liabilities for the
next five years.

. Multex.com and Market Guide have agreed that Market Guide shall be
entitled to designate one individual to Multex.com's board of directors.

As a result, these directors and officers may be more likely to vote to
approve the merger than Market Guide shareholders generally.

United States Federal Income Tax Consequences of the Merger (See page 51)

The merger has been structured as a tax-free reorganization for United States
federal income tax purposes. If the merger qualifies as a tax-free
reorganization, Market Guide shareholders generally will not recognize gain or
loss for United States federal income tax purposes in the merger. It is a
condition to completion of the merger that Market Guide use its reasonable best
efforts to obtain a legal opinion from outside counsel that the merger
constitutes a reorganization within the meaning of the Internal Revenue Code.

5
<PAGE>

Anticipated Accounting Treatment of the Merger (See page 52)

We expect the merger to qualify for a pooling-of-interests accounting
treatment. It is a condition to completion of the merger that Multex.com and
Market Guide receive letters from their independent auditors confirming their
opinion that the merger can properly be accounted for as a pooling of
interests. Under the pooling-of-interests method of accounting, each of the
parties' historical recorded assets and liabilities will be carried forward to
the combined company at their recorded amounts. In addition, the operating
results of the combined company will include both parties' operating results
for the entire fiscal year in which the merger is completed, and the parties'
historical reported operating results for prior periods will be combined and
restated as the operating results of the combined company.

Restrictions on the Ability to Sell Multex.com Stock (See page 54)

All shares of Multex.com common stock that Market Guide shareholders receive
in connection with the merger will be freely transferable unless the holder is
considered an "affiliate" of either Multex.com or Market Guide for purposes of
the Securities Act of 1933. Shares of Multex.com common stock held by these
affiliates may be sold only pursuant to a registration statement or exemption
under the Securities Act. Each shareholder of Market Guide and Multex.com that
could be deemed an "affiliate" of either company has entered into an affiliate
agreement with Multex.com pursuant to which each such shareholder has agreed
(i) not to sell or transfer any shares held by such shareholder or acquired
pursuant to the merger in violation of the Securities Act of 1933 and (ii) not
to sell or transfer any such shares until such time as Multex.com has published
financial results covering at least 30 days of combined operations of
Multex.com and Market Guide after the merger, subject to certain very limited
exceptions.

Dissenters' Rights (See page 52)

Market Guide Shareholders

You have the right to demand appraisal of your shares and to receive an
amount that the New York Supreme Court decides is the "fair value" of your
Market Guide shares. This amount may be more or less than the value of the
Multex.com shares you would receive pursuant to the merger agreement. This
right is known as your "dissenter's right."

If you wish to exercise your dissenter's right, you must not vote in favor of
the merger and must take a series of steps which are set out in full in
Appendix VI to this joint proxy statement/prospectus. If you exercise your
dissenter's right, you will be obliged to bear your own expenses, including
attorneys' fees, if a court determines that you did not act in good faith in
demanding payment of the fair value of your shares.

We have been informed by our accountants that they may not be able to deliver
letters confirming that the merger can properly be accounted for as a pooling
of interests if holders of more than 10% of Market Guide's common stock
exercise dissenters' rights. As the delivery of such letters is a condition to
completion of the merger, the exercise of dissenters' rights by the holders of
more than 10% of Market Guide's common stock may result in termination of the
merger agreement.

Multex.com Stockholders

Multex.com stockholders, under Delaware law, are not entitled to dissenters'
rights in the merger.

Forward-Looking Statements in this Joint Proxy Statement/Prospectus

This joint proxy statement/prospectus contains forward-looking statements
within the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 with respect to Multex.com's and Market Guide's financial
condition, results of operations and business and the expected impact of the
merger on

6
<PAGE>

Multex.com's financial performance. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions
indicate forward-looking statements. These forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties
that could cause actual results to differ materially from the results
contemplated by the forward-looking statements. In evaluating the merger, you
should carefully consider the discussion of risks and uncertainties in the
section entitled "Risk Factors" on page 14.

Trademarks

MultexNET(R) and the MultexNET logos are registered trademarks and service
marks of Multex.com. Multex.com, the Multex.com logo, MultexEXPRESS, Multex
Research-On-Demand, Multex Investor Network and The Online Investment Research
Network are trademarks and service marks of Multex.com.

Stockquest(R) and the Diamond logo are registered trademarks and service
marks of Market Guide. Market Guide, Market Guide What's Hot/What's Not Report,
Market Guide Snapshot Report, Market Guide Pro Vestor Plus Report, Market Guide
Highlights Report, Market Guide Performance Report, Market Guide Comparison
Report, Market Guide Financial Report, Market Guide DRIP Report, Market Guide
Insider Trading and Institutional Report and Market Guide Detailed Financials
Report are trademarks and service marks of Market Guide.

This joint proxy statement/prospectus contains other trade names, trademarks
and service marks of Multex.com, Market Guide and of other companies.

Dividend Information

Neither Multex.com nor Market Guide has ever paid any cash dividends on its
stock, and Multex.com anticipates that it will continue following the merger to
retain any earnings for the foreseeable future for use in the operation of its
business.

7
<PAGE>

Summary Historical Financial Data

The following tables show financial results actually achieved by each of
Multex.com and Market Guide (the "historical figures").

Multex.com historical figures as of and for the years ended December 31,
1996, 1997 and 1998 have been derived from its consolidated financial
statements and related notes. Multex.com's financial statements as of December
31, 1997 and 1998 and for each of the three years in the period ended December
31, 1998 have been audited by Ernst & Young LLP. Market Guide historical
figures as of and for the years ended February 28, 1997, 1998 and 1999 have
been derived from Market Guide's consolidated financial statements and related
notes. Market Guide's financial statements as of February 28, 1998 and for the
years ended February 28, 1998 and 1997 have been audited by Zerbo, McKiernan &
Zambito, L.L.C. Market Guide historical financial statements as of and for the
year ended February 28, 1999 have been audited by Ernst & Young LLP.

Multex.com's historical figures as of and for the six months ended June 30,
1998 and 1999 have been derived from, and should be read in conjunction with,
Multex.com's unaudited financial statements that have been prepared on the same
basis as the audited financial statements and, in the opinion of Multex.com's
management, include all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation of the financial data for the
periods presented. The financial data for the interim periods are not
necessarily indicative of results that may be expected for any other interim
period or for the year as a whole.

Market Guide's historical figures as of and for the three months ended May
31, 1998 and 1999 have been derived from, and should be read in conjunction
with, Market Guide's unaudited financial statements that have been prepared on
the same basis as the audited financial statements and, in the opinion of
Market Guide's management, include all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation of the financial data for
the periods presented. The financial data for the interim periods are not
necessarily indicative of results that may be expected for any other interim
period or for the year as a whole.

The historical figures that follow are qualified by reference to the
financial statements of Multex.com and Market Guide and the related notes
thereto set forth herein.

Multex.com

<TABLE>
<CAPTION>
Six Months Ended
Year ended December 31, June 30,
------------------------------- ---------------------
1996 1997 1998 1998 1999
--------- --------- --------- --------- ----------
(Unaudited)
(In thousands, except share and per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues................ $ 2,647 $ 6,014 $ 13,182 $ 5,829 $ 11,141
Gross profit............ 1,837 4,782 10,287 4,383 8,301
Loss from operations.... (6,470) (8,162) (8,901) (3,451) (7,908)
Net loss................ (6,410) (8,037) (9,743) (3,466) (6,928)
Basic and diluted net
loss per common share.. (3.86) (4.69) (4.36) (1.81) (0.59)
Shares used in
calculation of net loss
per share--basic and
diluted................ 2,021,919 2,179,261 2,846,963 2,639,371 13,673,379
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
As of December
31, As of
------------------ June 30,
1997 1998 1999
-------- -------- -----------
(Unaudited)
(In thousands)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents, and marketable
securities............................... $ 10,197 $ 22,332 $58,122
Working capital........................... 8,021 19,736 54,227
Total assets.............................. 14,733 27,968 69,105
Deferred revenues......................... 1,447 2,683 4,746
Convertible preferred stock............... 37,234 59,860 --
Total stockholders' (deficit) equity...... (26,750) (37,215) 58,457
</TABLE>

Market Guide

<TABLE>
<CAPTION>
Three Months Ended
Year ended February 28, May 31,
------------------------------ ---------------------
1997 1998 1999 1998 1999
--------- --------- --------- --------- -----------
(Unaudited)
(In thousands, except share and per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues................. $ 4,776 $ 6,603 $ 8,840 $ 2,061 $ 2,726
Costs of revenues........ 1,850 2,294 3,062 676 1,050
Income from continuing
operations.............. 293 1,033 1,724 488 338
Net income (loss)........ 178 (54) 1,510 219 338
Income from continuing
operations per share--
basic................... 0.07 0.22 0.36 0.10 0.07
Income from continuing
operations per share--
diluted................. 0.07 0.22 0.35 0.10 0.07
Net income (loss) per
share--basic............ 0.04 (0.01) 0.32 0.04 0.07
Net income (loss) per
share--diluted.......... 0.04 (0.01) 0.31 0.04 0.07
Shares used in
calculation of income
(loss) per share--
basic................... 4,250,124 4,712,503 4,762,561 4,735,144 4,795,716
Shares used in
calculation of income
(loss) per share--
diluted................. 4,408,378 4,755,905 4,914,647 4,977,787 5,148,730
</TABLE>

<TABLE>
<CAPTION>
As of
February 28, As of
------------- May 31,
1998 1999 1999
------ ------ -----------
(Unaudited)
(In thousands)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents....................... $ 810 $1,838 $2,184
Working capital................................. 861 2,222 2,576
Total assets.................................... 6,072 8,013 8,729
Unearned revenues............................... 556 693 686
Long term debt and obligations under capital
leases, excluding current maturities........... 762 403 512
Total stockholders' equity...................... 3,832 5,890 6,283
</TABLE>

9
<PAGE>

Summary Unaudited Pro Forma Combined Consolidated Financial Data

The following tables show results as if Multex.com and Market Guide had been
combined for the periods shown (the "pro forma combined" results).

The merger is expected to be accounted for as a pooling-of-interests. It is a
condition to completion of the merger that Multex.com and Market Guide receive
letters from their independent auditors confirming their opinion that the
merger can properly be accounted for as a pooling-of-interests.

The pro forma combined statements of operations data presented below assumes
the merger occurred at the beginning of the periods presented. The pro forma
combined balance sheet data presented below assumes the merger occurred as of
the respective balance sheet dates. In conjunction with Multex.com's initial
public offering, all outstanding shares of Series A, B, C, D and E convertible
preferred stock were automatically converted into 14,861,112 shares of
Multex.com's common stock. Accordingly, the effect of the conversions have been
reflected in the computation of pro forma net loss per common share for the
years ended December 31, 1998 (Multex.com) and February 28, 1999 (Market Guide)
and the six months ended June 30, 1998 (Multex.com) and May 31, 1998 (Market
Guide) and the six months ended June 30, 1999 (Multex.com) and May 31, 1999
(Market Guide). You should not assume that Multex.com and Market Guide would
have achieved the unaudited pro forma combined results if they had actually
been combined during the periods shown.

The unaudited pro forma combined results are based on estimates and
assumptions, which are preliminary and have been made solely for purposes of
developing such pro forma information. The unaudited pro forma combined results
are not necessarily an indication of the results that would have been achieved
had such transactions been consummated as of the dates indicated or that may be
achieved in the future.

The unaudited pro forma combined results should be read in conjunction with
the historical consolidated financial statements and notes thereto set forth
herein, and other financial information pertaining to Multex.com and Market
Guide including "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Risk Factors."

10
<PAGE>

Pro Forma Combined Statements of Operations Data (unaudited):

<TABLE>
<CAPTION>
Years Ended Years Ended Years Ended Six Months Six Months
December 31, 1996 December 31, 1997 December 31, 1998 Ended June 30, Ended June 30,
(Multex.com) and (Multex.com) and (Multex.com) and 1998 (Multex.com) 1999 (Multex.com)
February 28, 1997 February 28, 1998 February 28, 1999 and May 31, 1998 and May 31, 1999
(Market Guide) (Market Guide) (Market Guide) (Market Guide) (Market Guide)
----------------- ----------------- ----------------- ----------------- -----------------
(In thousands, except share and per share data)
<S> <C> <C> <C> <C> <C>
Total revenues.......... $ 7,423 $ 12,616 $ 22,021 $ 9,779 $ 16,349
Gross profit............ 4,764 9,091 16,065 7,023 11,593
Loss from operations.... (6,665) (7,671) (7,471) (2,770) (7,126)
Net loss................ (6,647) (7,618) (8,647) (2,835) (6,636)
Basic and diluted net
loss per common share.. (1.28) (1.42) (1.49) (0.56) (0.42)
Shares used in
calculation of net loss
per share--basic and
diluted................ 6,272,043 6,891,764 7,609,524 7,366,255 18,465,263
Pro forma net loss per
share.................. -- -- (0.38) -- (0.20)
Shares used in
calculation of pro
forma net loss per
share.................. -- -- 22,470,636 -- 33,326,375
</TABLE>

Pro Forma Combined Balance Sheet Data (unaudited):

<TABLE>
<CAPTION>
As of December 31, 1997 As of December 31, 1998 As of June 30, 1999
(Multex.com) and February (Multex.com) and February (Multex.com) and May 31,
28, 1998 (Market Guide) 28, 1999 (Market Guide) 1999 (Market Guide)
------------------------- ------------------------- ------------------------
(In thousands)
<S> <C> <C> <C>
Cash and cash
equivalents, and
marketable securities.. $11,006 $24,171 $60,306
Working capital......... 8,882 21,958 56,803
Total assets............ 18,542 33,183 74,897
Deferred revenue........ 2,002 3,376 5,432
Long-term debt and
capital leases,
excluding current
maturities............. 762 403 512
Convertible preferred
stock.................. 37,234 59,860 --
Total shareholders'
(deficit) equity....... (25,182) (34,123) 61,803
</TABLE>

11
<PAGE>

Comparative Per Share Data

The following table sets forth unaudited data concerning the net loss,
dividends and book value per share for Multex.com and Market Guide on a pro
forma basis after giving effect to the merger:

<TABLE>
<CAPTION>
Years Ended Years Ended Years Ended Six Months Six Months
December 31, 1996 December 31, 1997 December 31, 1998 ended June 1998 Ended June 30,
(Multex.com) and (Multex.com) and (Multex.com) and (Multex.com) and 1999 (Multex.com)
February 28, 1997 February 28, 1998 February 28, 1999 May 31, 1998 and May 31, 1999
(Market Guide) (Market Guide) (Market Guide) (Market Guide) (Market Guide)
----------------- ----------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
Net loss per share
(basic and diluted).... $(1.28) $(1.42) $(1.49) $(0.56) $(0.42)
Dividends declared per
share.................. -- -- -- -- --
Book value per share at
end of period (1)...... $(4.24) $ 2.32
</TABLE>
- --------
(1) Book value per share information is based upon respective shares
outstanding at the end of each period for Multex.com and Market Guide.

The following tables set forth historical values per share data for
Multex.com and Market Guide and equivalent values per share data for Market
Guide:

Multex.com:

<TABLE>
<CAPTION>
Six Months
December 31, Ended June 30,
----------------------- --------------
1996 1997 1998 1999
------ ------ ------- --------------
(Unaudited)
<S> <C> <C> <C> <C>
Historical Per Share Data:
Basic and diluted net loss per common
share................................ $(3.86) $(4.69) $ (4.36) $(0.59)
Dividends declared per share.......... -- -- -- --
Book value per share at end of
period............................... $(11.45) $ 2.68
</TABLE>

Market Guide:

<TABLE>
<CAPTION>
Three Months
February 28, Ended May 31,
----------------- -------------
1997 1998 1999 1999
----- ----- ----- -------------
(Unaudited)
<S> <C> <C> <C> <C>
Historical Per Share Data:
Income per share from continuing operations--
basic........................................ $0.07 $0.22 $0.36 $0.07
Income per share from continuing operations--
diluted...................................... $0.07 $0.22 $0.35 $0.07
Dividends declared per share.................. -- -- -- --
Book value per share at end of period......... $1.23 $1.31
</TABLE>

<TABLE>
<CAPTION>
Three Months
February 28, Ended May 31,
----------------- -------------
1997 1998 1999 1999
----- ----- ----- -------------
(Unaudited)
<S> <C> <C> <C> <C>
Equivalent Per Share Data (1):
Income per share from continuing operations--
basic........................................ $0.07 $0.22 $0.36 $0.07
Income per share from continuing operations--
diluted...................................... $0.07 $0.22 $0.35 $0.07
Dividends declared per share.................. -- -- -- --
Book value per share at end of period......... $1.23 $1.31
</TABLE>
- --------
(1) Equivalent per share data is based upon the application of an exchange
ratio of one to one.

12
<PAGE>

MARKET PRICE INFORMATION

Multex.com Market Price Data

Multex.com's common stock has traded on the Nasdaq National Market under the
symbol "MLTX" since March 17, 1999. The following table sets forth the range of
high and low sales prices reported on the Nasdaq National Market for Multex.com
common stock for the periods indicated.

<TABLE>
<CAPTION>
High Low
------- -------
Calendar Year 1999
<S> <C> <C>
First Quarter (commencing on March 17, 1999)........... $66.375 $25.625
Second Quarter......................................... 71.50 22.125
Third Quarter (through August 16, 1999)................ 28.625 14.00
</TABLE>

Market Guide Market Price Data

Market Guide common stock is traded on the Nasdaq SmallCap Market under the
symbol "MARG". The following table sets forth the high and low sales price as
reported by the Nasdaq SmallCap Market for the Market Guide common stock for
the periods indicated.

Calendar Year 1998
First Quarter.......................................... $ 3.125 $ 2.50
Second Quarter......................................... 29.50 2.875
Third Quarter.......................................... 10.125 4.00
Fourth Quarter......................................... 14.44 3.50

Calendar Year 1999
First Quarter.......................................... $21.00 $10.50
Second Quarter......................................... 27.25 13.00
Third Quarter (through August 16, 1999)................ 24.25 13.00
</TABLE>

Recent Closing Prices

On June 22, 1999, the last trading day before announcement of the proposed
merger, the closing price per share of Multex.com common stock on the Nasdaq
National Market was $29.00, and the closing price per share of Market Guide
common stock on the Nasdaq SmallCap Market was $23.00. On June 16, 1999, five
business days before announcement of the proposed merger, the closing price per
share of Multex.com common stock on the Nasdaq National Market was $27.00 and
the closing price per share of Market Guide common stock on the Nasdaq SmallCap
Market was $19.125. On August 16, 1999, the latest practicable trading day
before the printing of this joint proxy statement/prospectus, the closing
prices per share of Multex.com common stock and Market Guide common stock on
the Nasdaq National Market and Nasdaq SmallCap Market were $18.875 and $16.875,
respectively.

Because the market price of Multex.com common stock is subject to
fluctuation, the market value of the shares of Multex.com common stock that
holders of Market Guide common stock will receive in the merger may increase or
decrease prior to and following the merger. We urge shareholders to obtain
current market quotations for Multex.com common stock and Market Guide common
stock. No assurance can be given as to the future prices or markets for
Multex.com common stock or Market Guide common stock.

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RISK FACTORS

By voting in favor of the merger, Market Guide shareholders will be choosing
to invest in Multex.com common stock. An investment in Multex.com common stock
involves a high degree of risk. In addition to the other information contained
in this joint proxy statement/prospectus, you should carefully consider the
following risk factors in deciding whether to vote for the merger. If any of
the following risks actually occur, the business and prospects of Market Guide
or Multex.com may be seriously harmed. In such case, the trading price of
Multex.com common stock would decline, and you may lose all or part of your
investment.

Risks Related to the Merger

Market Guide shareholders will receive a fixed number of shares of Multex.com
common stock despite changes in market value of Market Guide common stock or
Multex.com common stock

Upon the merger's completion, each share of Market Guide common stock will be
exchanged for one share of Multex.com common stock. There will be no adjustment
for changes in the market price of either Market Guide common stock or
Multex.com common stock. In addition, neither Market Guide nor Multex.com may
terminate the merger agreement or "walk away" from the merger or resolicit the
vote of its shareholders solely because of changes in the market price of
Multex.com common stock. Accordingly, the specific dollar value of Multex.com
common stock that Market Guide shareholders will receive upon the merger's
completion will depend on the market value of Multex.com common stock when the
merger is completed and may decrease from the date you submit your proxy. The
share price of Multex.com common stock is by nature subject to the general
price fluctuations in the market for publicly traded equity securities and has
experienced significant volatility. We urge you to obtain recent market
quotations for Multex.com common stock and Market Guide common stock.
Multex.com cannot predict or give any assurances as to the market price of
Multex.com common stock at any time before or after the completion of the
merger.

Multex.com and Market Guide may not achieve the benefits they expect from the
merger

We entered into the merger agreement with the expectation that the merger
will result in significant benefits. Achieving the benefits of the merger
depends on the timely, efficient and successful execution of a number of post-
merger events. Key events include:

. integrating the operations and personnel of the two companies;

. offering the existing services of each company to the other company's
customers; and

. developing new services that utilize the assets of both companies.

We will need to overcome significant issues, however, in order to realize any
benefits or synergies from the merger. The successful execution of these post-
merger events will involve considerable risk and may not be successful.

Operations and personnel. Market Guide is a provider and publisher of value-
added financial data and other information on publicly traded companies.
Multex.com is a provider of on-line investment research and information
services to individual and institutional investors, and has limited experience
in Market Guide's business. Furthermore, Market Guide's principal offices are
located in Lake Success, New York, while Multex.com's principal offices are
located in New York, New York. There are currently no plans to relocate either
of these principal offices. In order for the merger to be successful, we must
successfully integrate Market Guide's operations and personnel with
Multex.com's operations and personnel. The failure of Multex.com to complete
the integration successfully could result in the loss of key personnel and
customers.

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<PAGE>

Products and Services. Each company initially intends to offer its respective
products and services to the customers of the other company. There can be no
assurance that either company's customers will have any interest in the other
company's products and services. The failure of such cross-marketing efforts
would diminish the synergies expected to be realized by this merger.

In addition, Multex.com intends after the merger to develop new services that
combine the assets of both the Multex.com and Market Guide businesses. To date,
the companies have not thoroughly investigated the obstacles, technological,
market-driven or otherwise, in developing and marketing these new products and
services in a timely and efficient way. There can be no assurance that
Multex.com will be able to overcome the obstacles in developing new products
and services, or that there will be a market for the new products or services
developed by Multex.com after the merger.

In general, we cannot offer any assurances that we can successfully integrate
or realize the anticipated benefits of the merger. Our failure to do so could
have a material adverse effect on the combined company's business, financial
condition and operating results or could result in loss of key personnel. In
addition, the attention and effort devoted to the integration of the two
companies will significantly divert management's attention from other important
issues, and could seriously harm the combined company.

The merger could adversely affect combined financial results

If the benefits of the merger do not exceed the costs associated with the
merger, including any dilution to Multex.com's stockholders resulting from the
issuance of shares in connection with the merger, Multex.com's financial
results, including earnings per share, could be adversely affected.
Specifically, Multex.com expects to incur direct transaction costs of
approximately $6.5 million in connection with the merger.

The market price of Multex.com common stock may decline as a result of the
merger

The market price of Multex.com common stock may decline as a result of the
merger if:

. the integration of Multex.com and Market Guide is unsuccessful;

. Multex.com does not achieve the perceived benefits of the merger as
rapidly or to the extent anticipated by financial or industry analysts;
or

. the effect of the merger on Multex.com's financial results is not
consistent with the expectations of financial or industry analysts.

Failure of the merger to qualify as a pooling of interests would negatively
affect combined financial results

The failure of the merger to qualify for pooling-of-interests accounting
treatment for financial reporting purposes for any reason would materially and
adversely affect Multex.com's reported earnings and, likely, the price of
Multex.com's common stock.

The availability of pooling-of-interests accounting treatment for the merger
depends upon circumstances and events occurring both before and after the
merger's completion. For example, no significant changes in the business of the
combined company may occur, including significant dispositions of assets, for a
period of two years following the effective time of the merger. In addition,
dissenters' rights must not be exercised by holders of more than 10% of Market
Guide's common stock. See "The Merger -- Dissenters' Rights." Further,
affiliates of Multex.com and Market Guide, with very limited exceptions, must
not sell any shares of either Multex.com or Market Guide capital stock for a
period beginning before the merger and ending on the day that Multex.com
publicly announces financial results covering at least 30 days of combined
operations of Multex.com and Market Guide after the merger. Each shareholder of
Market Guide and Multex.com that could be deemed an affiliate of either company
has entered into an affiliate agreement with Multex.com pursuant to which each
such shareholder has agreed not to sell any shares held by such shareholder or
acquired pursuant to

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<PAGE>

the merger before Multex.com has announced such financial results, subject to
certain very limited exceptions. Furthermore, Multex.com has agreed to publish
such financial results as promptly as practicable and in any event within 60
days of consummation of the merger. If affiliates of Multex.com or Market Guide
sell their shares of Multex.com common stock prior to that time, despite a
contractual obligation restricting such sale, the merger may not qualify for
accounting as a pooling of interests for financial reporting purposes.

Market Guide's officers and directors have conflicts of interest that may
influence them to support or approve the merger

The directors and officers of Market Guide participate in arrangements and
have continuing indemnification against liabilities that provide them with
interests in the merger that are different from, or in addition to, yours,
including the following:

. Multex.com has agreed to cause the surviving corporation in the merger to
indemnify each present and former Market Guide officer and director
against liabilities arising out of such person's services as an officer
or director. Multex.com will cause the surviving corporation to maintain
officers' and directors' liability insurance to cover any such
liabilities for the next five years.

. Multex.com and Market Guide have agreed that Market Guide shall be
entitled to designate one individual to Multex.com's board of directors.

For the above reasons, the directors and officers of Market Guide could be
more likely to vote to approve the merger agreement than if they did not hold
these interests. Market Guide shareholders should consider whether these
interests may have influenced these directors and officers to support or
recommend the merger.

Failure to complete the merger could negatively impact Market Guide's stock
price and future business and operations

If the merger is not completed for any reason, Market Guide may be subject to
a number of material risks, including the following:

. Market Guide may be required under certain circumstances to pay
Multex.com a termination fee of $4.5 million and reimburse Multex.com for
expenses;

. the price of Market Guide common stock may decline to the extent that the
current market price of Market Guide common stock reflects a market
assumption that the merger will be completed; and

. costs related to the merger, such as legal, accounting and financial
advisor fees, must be paid even if the merger is not completed.

In addition, Market Guide customers and information sources, in response to
the announcement of the merger, may delay or defer decisions concerning Market
Guide. Any delay or deferral in those decisions by Market Guide customers or
suppliers could have a material adverse effect on Market Guide's business,
regardless of whether the merger is ultimately completed. Similarly, current
and prospective Market Guide employees may experience uncertainty about their
future roles with Multex.com until Multex.com's strategies with regard to
Market Guide are announced or executed. This may adversely affect Market
Guide's ability to attract and retain key management, sales, marketing and
technical personnel.

Further, if the merger is terminated and Market Guide's board of directors
determines to seek another merger or business combination, there can be no
assurance that it will be able to find a partner willing to pay an equivalent
or more attractive price than the price to be paid in the merger. In addition,
while the merger

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<PAGE>

agreement is in effect and subject to very narrowly defined exceptions, Market
Guide is prohibited from soliciting, initiating or encouraging or entering into
certain extraordinary transactions, such as a merger, sale of assets or other
business combination, with any party other than Multex.com.

Multex.com must manage the integration of acquired companies successfully in
order to achieve desired results

As a part of its business strategy, Multex.com expects to enter into
additional business combinations and acquisitions. Acquisition transactions are
accompanied by a number of risks, including:

. the difficulty of assimilating the operations and personnel of the
acquired companies;

. the potential disruption of its ongoing business and distraction of
management;

. the difficulty of incorporating acquired technology and rights into its
products and services;

. unanticipated expenses related to technology integration;

. the maintenance of uniform standards, controls, procedures and policies;

. the impairment of relationships with employees and customers as a result
of any integration of new management personnel; and

. potential unknown liabilities associated with acquired businesses.

The combined company may not succeed in addressing these risks or any other
problems encountered in connection with such business combinations and
acquisitions.

The fairness opinions obtained by Multex.com and Market Guide will not reflect
changes in the relative values of the companies since the merger agreement was
signed

Multex.com does not intend to obtain an updated fairness opinion of
BancBoston Robertson Stephens, and Market Guide does not intend to obtain an
updated fairness opinion of Donaldson Lufkin & Jenrette Securities Corporation.
Changes in the operations and prospects of Multex.com or Market Guide, general
market and economic conditions and other factors which are beyond the control
of Multex.com or Market Guide, on which the opinions of BancBoston Robertson
Stephens and Donaldson Lufkin & Jenrette Securities Corporation are based, may
have altered the relative values of the companies. Therefore, the opinions of
BancBoston Robertson Stephens and Donaldson Lufkin & Jenrette Securities
Corporation do not address the fairness of the merger consideration at the time
the merger will be completed.

The rights of Multex.com shareholders differ from those of Market Guide

The rights of shareholders of Market Guide currently are governed by New York
law applicable to corporations formed under the laws of that state and by the
Market Guide's charter and bylaws. Upon completion of the merger, shareholders
of Market Guide will become stockholders of Multex.com and their rights will be
governed by Delaware law applicable to corporations formed under the laws of
that state and by Multex.com's charter and bylaws. The rights of the
shareholders of Market Guide differ materially from the rights of stockholders
of Multex.com and the rights of the former Market Guide shareholders in
Multex.com may be less favorable than their former rights as shareholders of
Market Guide.

Risks Related to Multex.com

Because we have a limited operating history, there is limited information upon
which you can evaluate Multex.com's business

Although Multex.com commenced operations in April 1993, all of our current
services were launched since June 1996. Accordingly, we have a limited
operating history upon which you can evaluate our business.

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<PAGE>

In order to be successful, we must increase our revenues from subscription fees
for MultexNET and MultexEXPRESS, generate additional sales of investment
research on a pay-per-view basis through Multex Research-On-Demand and attract
more users to Multex Investor Network. However, as an early stage company in
the new and rapidly evolving market for the distribution of investment research
and other information over the Internet, we face numerous risks and
uncertainties. Some of these risks relate to our ability to:

. anticipate and adapt to the changing Internet market;

. attract more subscribers;

. continue to collect investment research and other financial information
from our research and information providers;

. implement our sales and marketing initiatives, both domestically and
internationally;

. attract, retain and motivate qualified personnel;

. respond to actions taken by our competitors;

. continue to build an infrastructure to effectively manage our growth and
handle any future increased usage; and

. integrate acquired businesses, technologies, products and services.

If we are unsuccessful in addressing these risks or in executing our business
strategy, our business, results of operations and financial condition would be
materially and adversely affected.

Multex.com has a history of losses and expect future losses

Since our incorporation, we have not been profitable on an annual or
quarterly basis. We incurred net losses of $6.4 million, $8.0 million and $9.7
million for the years ended December 31, 1996, 1997 and 1998 and a net loss of
$6.9 million for the six months ended June 30, 1999. We expect operating losses
and negative cash flows to continue for the foreseeable future as we continue
to incur significant operating expenses and make capital investments in our
business. We may not ever generate sufficient revenues to achieve
profitability. Even if we do achieve profitability, we may not sustain or
increase profitability on a quarterly or annual basis in the future. At June
30, 1999, we had an accumulated deficit of $39.1 million. We have financed our
operations to date primarily through the sale of equity securities.

Fluctuations in Multex.com's operating results may negatively impact our stock
price

Our revenues, margins and operating results have fluctuated significantly in
the past and are expected to continue to fluctuate significantly in the future
due to a variety of factors, many of which are outside of our control. These
factors include:

. demand for our services;

. the size and timing of both new and renewal subscriptions;

. the number, timing and significance of new services introduced by both
us and our competitors;

. our ability 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 our sales incentive strategy;

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<PAGE>

. sharp declines in the volume of securities transactions or the prices of
securities generally; and

. general economic factors.

Our cost of revenues consists principally of distribution fees and royalties
which fluctuate depending upon the demand for our services, and fixed
telecommunications costs. In addition, a substantial portion of our 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. Our operating expense levels are based, in significant part, on our
expectations of future revenues on a quarterly basis. If actual revenues on a
quarterly basis are below management's expectations, or if our expenses precede
increased revenues, both gross margins and results of operations would be
materially and adversely affected because a relatively small amount of our
costs and expenses varies with our revenues in the short term.

Due to all of the foregoing factors and the other risks discussed in this
prospectus, you should not rely on period-to-period comparisons of our results
of operations as an indication of future performance. It is possible that in
some future periods our results of operations may be below the expectations of
public market analysts and investors. In this event, the market price of our
common stock is likely to fall.

We are dependent on research and information providers and our business would
be materially and adversely affected if we lost one or more significant
research or information providers.

The loss of a major research or information provider would harm Multex.com's
business

We are dependent upon the continued provision of high-quality investment
research reports from investment banks, brokerage firms and third-party
research providers. Some of these arrangements are not embodied in written
contracts and many of these arrangements can be terminated by the provider on
short notice. At present, approximately 60% of our over 500 information
providers permit us to offer the research for sale after a specified embargo
period, generally seven to 15 days. The remaining information providers do not
permit these sales. Many of our providers of research reports and other
information compete with one another and, to some extent, with us for
subscribers. None of these information providers have arrangements to provide
research or information exclusively to us. The loss of one or more significant
information providers would decrease the research and other information which
we can offer our users and would have a material and adverse effect on our
business, results of operations and financial condition.

Royalty payments and distribution fees to research providers and strategic
partners increase Multex.com's costs

Royalties and distribution fees payable to our information providers and
strategic partners to obtain distribution rights to research reports included
in Multex Research-On-Demand constitute a significant portion of our cost of
revenues. If we are required to increase the royalties or fees payable to these
information providers or strategic partners, these increased payments could
have a material and adverse effect on our business, results of operations and
financial condition.

Because some of Multex.com's competitors are parties to exclusive distribution
agreements, we may not be able to get content from important research providers

A number of leading investment banks, brokerage firms and third-party
research providers are parties to exclusive distribution arrangements with our
competitors, including First Call Corporation and The Investext Group, both of
which are subsidiaries of Thomson Financial Services, Inc., a leading worldwide
provider of financial information services. Consequently, we cannot provide our
users with the investment research and other information provided by these
investment banks, brokerage firms and third-party research providers, which may
put us at a competitive disadvantage. In the event that additional investment
banks, brokerage firms and third-party research providers enter into exclusive
distribution arrangements or that we are hindered in our ability to offer our
own services due to the lack of content from these investment banks, brokerage
firms and third-party research providers, our business, results of operations
and financial condition would be materially and adversely affected.

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<PAGE>

The inadvertent distribution of research reports could result in a claim for
damages against Multex.com or harm our reputation

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

Multex.com's business would be materially and adversely affected if the
emerging market for online investment research does not continue to grow

The market for the distribution of investment research and other information
over the Internet 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 market, demand and market acceptance for new
services are subject to a high level of uncertainty.

Because the market for our services is new and rapidly evolving, it is
difficult to predict with any assurance the growth rate, if any, and the
ultimate size of this market. We cannot assure you that the market for our
services will develop or that our services will ever achieve market acceptance.
If the market fails to develop, develops more slowly than expected, or becomes
saturated with competitors, if our services do not achieve market acceptance,
or if pricing becomes subject to significant competitive pressures, our
business, results of operations and financial condition would be materially and
adversely affected.

Our future results of operations will depend, in substantial part, on our
ability to increase the market acceptance of our services. The future viability
of MultexNET will depend upon, among other factors, our ability to expand our
direct and indirect sales and marketing channels, to attract and retain high-
quality information providers and to deliver our services across multiple
delivery platforms. The future viability of MultexEXPRESS will depend upon,
among other factors, the continued desire of investment banks, brokerage firms
and other information providers to distribute proprietary investment research
and corporate documents over the Internet or through private networks to their
employees and customers. The future viability of Multex Research-On-Demand will
depend upon, among other factors, the acceptance of the Internet as a medium
for the distribution and sale of investment research, as well as on our ability
to build a direct and indirect sales force to sell our services, to attract and
retain high-quality information providers, and to develop and increase our base
of users. The future viability of Multex Investor Network will depend upon,
among other factors, the acceptance of the Internet as a medium for the
distribution and sale of investment research to individual investors, and our
ability to attract and retain advertisers and sponsors, new members and
additional distribution partners. In addition, in order to download research
reports and other information from Multex Investor Network, users are required
to first download the Adobe Acrobat reader, which may be difficult for some
users to accomplish. If we are unable to increase the number of users of
MultexNET, MultexEXPRESS, Multex Research-On-Demand and Multex Investor
Network, or to attract and retain information providers, our business, results
of operations and financial condition would be materially and adversely
affected.

Multex.com is dependent on strategic distribution relationships and our
business would be materially and adversely affected if we were to lose one of
our strategic distributors

We have distribution arrangements for our services with a number of third-
party distributors, including America Online, Inc., Bloomberg L.P., Dow Jones &
Co. Inc. and Reuters Limited, all of which are currently generating revenues
for us, and with Bridge Information Systems, Inc., which is not currently
generating

20
<PAGE>

revenues for us. We are dependent on our strategic relationships for the
marketing and distribution of investment research reports and other
information. Our future results of operations will be affected by the extent to
which customers of these third-party distributors choose to subscribe to our
various services. We cannot assure you that the customers of these third-party
distributors will continue to subscribe to our services or that these third-
party distributors will continue to actively market our services. If we are
unable to retain and increase the utilization of our services by these
customers, our business, results of operations and financial condition would be
materially and adversely affected.

We cannot assure you that we will be successful in entering into additional
strategic relationships, or that any additional relationships, if entered into,
will be on terms favorable to us. Our receipt of revenues from our strategic
relationships is directly affected by the levels of effort of these
distributors. We cannot assure you that our strategic distributors will devote
the resources necessary to successfully market our services. Each of these
distributors offers services, either of their own or from our competitors,
which are in one or more respects competitive with our service offerings. In
addition, our strategic distributors have the right to terminate their
agreements with us under various specified circumstances, in some circumstances
on short notice. Furthermore, we cannot assure you that we will be able to
renew these agreements when they expire on acceptable terms, if at all. If we
are unable to maintain our existing strategic relationships or to enter into
new strategic relationships, our business, results of operations and financial
condition would be materially and adversely affected.

Multex.com's business would be materially and adversely affected if Multex.com
is not successful in establishing brand awareness for Multex Investor Network

The future success of the Multex Investor Network will depend, in part, on
our ability to increase its brand awareness. In order to build our brand
awareness we must succeed in our marketing efforts, provide high-quality
services and increase traffic to the Multex Investor Network. We intend to
increase our marketing budget substantially as part of our brand-building
efforts. Our ability to increase advertising and sponsorship revenue from the
Multex Investor Network will depend in part on our ability to increase the
number of users of our Web sites. If our marketing efforts are unsuccessful or
if we cannot increase our brand awareness, our business, financial condition
and results of operations would be materially and adversely affected.

Multex.com's business could be materially and adversely affected by increased
competition

The market for the distribution of investment research and other information
over the Internet is intensely competitive. We expect competition to continue
to increase because our market poses no substantial barriers to entry.
Competition also may increase as a result of industry consolidation. Increased
competition could result in price reductions, reduced gross margins and loss of
market share, any of which would have a material and adverse effect on our
business, results of operations and financial condition.

Other companies provide and distribute investment research

We face direct and indirect competition for both providers of investment
research and other reports, and for subscribers, with the following types of
companies:

. large and well-established distributors of financial information,
including Thomson Financial Services, through its subsidiaries First Call
and Investext, and Institutional Brokers Estimate System, a subsidiary of
Primark Corp.;

. companies that provide investment research, including investment banks
and brokerage firms, many of whom have their own Web sites;

. other providers of either free or subscription research services on the
Internet;

. services provided by some of our strategic distributors which are
competitive in one or more respects with our service offerings;

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<PAGE>

. numerous prospective competitors, including Standard & Poor's, Moody's
and Zacks Investment Research, that offer investment research-based
services;

. various written publications, including traditional media, investment
newsletters, personal financial magazines and industry research appearing
in financial periodicals; and

. services provided by in-house management information services personnel
and independent systems integrators.

Various public sources provide extensive company information for free

We also face competition due to the fact that extensive company-specific
information, as well as general investment research relating to particular
industries, may be obtained, frequently without charge, from various public
sources, including:

. annual reports and other filings with the Securities and Exchange
Commission;

. Standard & Poor's company-specific reports; and

. Value Line investment research reports.

These reports are all available from public libraries and from the companies
about which these reports relate.

We believe that our ability to compete successfully will depend upon many
factors, many of which are outside of our control. These factors include our
ability to sustain our relationships with leading providers of investment
research, the timing and market acceptance of new services and enhancements to
existing services developed by us and our competitors, ease of use,
performance, price, reliability, customer service and support, and sales and
marketing efforts. Our competitors vary in size and in the scope and breadth of
services offered.

Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than we do. This may enable them 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
we can. Our 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 information
providers. Our competitors may develop services that are equal or superior to
the services offered by us or that achieve greater market acceptance than our
services do. In addition, current and potential competitors have established or
may establish cooperative relationships among themselves or with third parties
to improve their ability to address the needs of our existing and prospective
customers. As a result, it is possible that new 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,
which could materially and adversely affect our business, results of operations
and financial condition.

Multex.com has a high level of customer concentration and our business could be
materially and adversely affected if we were to lose a major subscriber or
distributor

Historically, a few of our subscribers and distributors have accounted for a
substantial majority of our revenues. Specifically, 28% of our revenues in the
year ended December 31, 1998 were generated by Bloomberg, Reuters, Merrill
Lynch & Co. and Gruntal & Co. In addition, approximately 500,000 of the 600,000
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 subscriber or distributor, or our failure to successfully
market our services to new subscribers or distributors could have a material
and adverse effect on our business, results of operations and financial
condition.

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Multex.com's business could be materially and adversely affected by a downturn
in the financial services industry

We are dependent upon the continued demand for the distribution of investment
research and other information over the Internet, making our 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 this 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 our
subscribers for these reports and other information. In addition, U.S.
financial institutions are continuing to consolidate, increasing the leverage
of our information providers to negotiate price and decreasing the overall
potential market for some of our services. These factors, as well as other
changes occurring in the financial services industry, could have a material and
adverse effect on our business, results of operations and financial condition.

Rapid growth in Multex.com's future operations could strain our managerial,
operational and financial resources

We have experienced rapid growth in our operations. At June 30, 1999, we had
a total of 187 employees, as compared to 149 employees at December 31, 1998 and
107 employees at December 31, 1997. We expect that the number of our employees
will continue to increase for the foreseeable future. This rapid growth has
placed, and our anticipated future growth will continue to place, a significant
strain on our managerial, operational and financial resources. As a result, we
will need to continue to improve our operational and financial systems and
managerial controls and procedures. In addition, our future success will also
depend on our ability to expand, train and manage our workforce, in particular
our sales and marketing organization, both domestically and internationally. We
will also have to maintain close coordination among our technical, accounting,
finance, marketing, sales and editorial personnel. If we are unable to
accomplish any of these objectives, our business, results of operations and
financial condition could be materially and adversely affected.

The loss of any of Multex.com's key personnel could have a material and adverse
effect

Our future success will depend, in substantial part, on the continued service
of our senior management, including Mr. Isaak Karaev, our Chairman and Chief
Executive Officer, and key technical and sales personnel, none of whom has
entered into an employment agreement with us other than a non-competition/non-
disclosure agreement. We maintain a key person life insurance policy in the
amount of $2.0 million on the life of Mr. Karaev. The loss of the services of
one or more of our key personnel could have a material and adverse effect on
our business, results of operations and financial condition. Our future success
will also depend on our continuing ability to attract, retain and motivate
highly qualified technical, sales and marketing, customer support, financial
and accounting, and managerial personnel. Competition for this personnel, in
particular information technology professionals, is intense, and we cannot
assure you that we will be able to retain our key personnel or that we will be
able to attract, assimilate or retain other highly qualified personnel in the
future. We have from time to time in the past experienced, and we expect to
continue to experience in the future, difficulty in hiring and retaining highly
skilled employees with appropriate qualifications.

Multex.com's international operations are new and may not be successful

We have only limited business experience outside of the United States

We have only recently commenced operations in a number of international
markets and a key component of our strategy is to continue to expand our
international operations. To date, we have only 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 our services internationally. We cannot assure you
that we will be able to successfully market, sell and deliver our services in
these markets. In some markets, including Hong Kong, we intend to rely on the
sales and marketing efforts of independent representatives. The failure of our
independent representatives to successfully solicit information providers or

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market our services in these markets could have a material and adverse effect
on our business, results of operations and financial condition.

Doing business internationally subjects us to additional regulatory
requirements, tax liabilities and other risks

There are risks inherent in doing business in international markets,
including 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 and various other parts
of the world, any of which could have a material and adverse effect on the
success of our international operations and, consequently, on our business,
results of operations and financial condition. Furthermore, we cannot assure
you that governmental regulatory agencies in one or more foreign countries will
not determine that the services provided by us constitute the provision of
investment advice, which could result in our having to register in these
countries as an investment advisor or in our having to cease selling our
services in these countries, either of which could have a material and adverse
effect on our business, results of operations and financial condition.

If Multex.com cannot keep pace with the evolving standards of the industry and
demands of customers, we may be unable to enhance our existing services or
introduce new services

The market in which we operate 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, our future success
will depend on our ability to adapt to rapidly changing technologies and
industry standards, and our ability to continually improve the performance,
features and reliability of our services in response to both evolving customer
demands and competitive service offerings. Our inability to successfully adapt
to these changes in a timely manner could have a material and adverse effect on
our business, results of operations and financial condition. Furthermore, we
cannot assure you that we 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 our current and prospective customers and achieve any
degree of significant market acceptance. If we are 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 our services or enhancements contain
defects or do not achieve a significant degree of market acceptance, our
business, results of operations and financial condition would be materially and
adversely affected.

Because Multex.com's business is dependent upon one computer system, we are
particularly susceptible to problems caused by system failures, security
breaches or other damage to our system

Our electronic distribution of investment research utilizes proprietary
technology which resides principally on one computer system. The continued and
uninterrupted performance of our computer system is critical to our success.
Any system failure that causes interruptions in our ability to provide our
services to our customers, including failures that affect our ability to
collect research from our information providers or provide electronic
investment research to our users, could reduce customer satisfaction and, if
sustained or repeated, would reduce the attractiveness of our services. An
increase in the volume of research reports handled by our computer system, or
in the rate of requests for this research, could strain the capacity of our
software or hardware, which could lead to slower response times or system
failures. Furthermore, we face the risk of a security breach of our computer
system which could disrupt the distribution of research and other reports. Our
business, results of operations and financial condition could be materially and
adversely affected if any of these problems occur.

Our operations are dependent on our ability to protect our computer system
against damage from computer viruses, fire, power loss, telecommunications
failures, vandalism and other malicious acts, and similar

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unexpected adverse events. In addition, a failure of our telecommunications
providers to provide the data communications capacity in the time frame
required by us for any reason could cause interruptions in the delivery of our
services. Despite precautions we have taken, unanticipated problems affecting
our systems have from time to time in the past caused, and in the future could
cause, delays and interruptions in the delivery of our services. Although we
carry general liability insurance, our insurance may not cover any claims by
dissatisfied providers or subscribers or may not be adequate to indemnify us
for any liability that may be imposed in the event that a claim were brought
against us. Our business, results of operations and financial condition could
be materially and adversely affected by any system failure, security breach or
other damage that interrupts or delays our operations.

If Multex.com fails to adequately protect its intellectual property rights or
faces a claim of intellectual property infringement by a third-party, it could
lose its intellectual property rights or be liable for significant damages

Our future success will depend, in substantial part, on our intellectual
property rights. We seek to protect our intellectual property rights, but these
actions may be inadequate to protect the rights covered by our patents, patent
applications, trademarks or other proprietary rights or to prevent others from
claiming violations of their proprietary rights. Our intellectual proprietary
rights may not be viable or of value in the future since the validity,
enforceability and scope of protection of proprietary rights in Internet-
related industries is uncertain and still evolving.

Furthermore, we cannot assure you that third parties will not claim that we
have infringed their patents or other proprietary rights. From time to time we
have been, and we expect to continue to be, subject to claims by third parties
in the ordinary course of our business, including claims of alleged
infringement of the trademarks and other proprietary rights of third parties.
Although there has not been any litigation relating to these claims to date,
these claims and any resultant litigation, should they occur, could subject us
to significant liability for damages and could result in the invalidation of
our proprietary rights. In addition, even if we prevail, this litigation could
be time-consuming and expensive to defend, and could result in the diversion of
our time and attention, any of which could materially and adversely affect our
business, results of operations and financial condition. Any claims or
litigation from third parties may also result in limitations on our ability to
use the trademarks and other intellectual property subject to these claims or
litigation unless we enter into agreements with the third parties responsible
for these claims or litigation which may be unavailable on commercially
reasonable terms.

Generally, we enter into confidentiality agreements with our employees,
consultants and strategic partners, and generally control access to and
distribution of our proprietary information. Despite our efforts to protect our
proprietary information from unauthorized use or disclosure, parties may
attempt to disclose, obtain or use our proprietary information which, if
successful, could have a material and adverse effect on our business, results
of operation and financial condition. The steps we have taken may not prevent
misappropriation of our proprietary information.

Problems relating to the "Year 2000 Issue" could adversely affect Multex.com's
business

We performed a comprehensive Year 2000 simulation on our software during the
first half of 1999. We have also contacted our third-party vendors, licensors
and providers of software, hardware and services regarding their Year 2000
readiness. The results of testing showed that all of our internal software and
databases will perform correctly through Year 2000. Due to the highly dynamic
nature of our business, however, we will continue the testing process through
Year 2000 and we will continue to confirm that third-party vendors, licensors
and providers are Year 2000 ready. Our inability to correct a significant Year
2000 problem, if one exists, could result in an interruption in, or a failure
of, certain of our normal business activities and operations. In addition, a
significant Year 2000 problem concerning our database or the research reports
and other information provided to us by our information providers could cause
our users to consider seeking alternate providers of investment research or
cause an unmanageable burden on our customer service

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and technical support capabilities. Any significant Year 2000 problem could
require us to incur significant unanticipated expenses to remedy these problems
and could divert management's time and attention, either of which could have a
material and adverse effect on our business, results of operation and financial
condition.

The market price of our shares may experience extreme price and volume
fluctuations

The stock market has, from time to time, experienced extreme price and volume
fluctuations. The market prices of the securities of Internet-related companies
have been especially volatile, including fluctuations that are often unrelated
to the operating performance of the affected companies. Broad market
fluctuations of this type may adversely affect the market price of our common
stock.

The market price of our common stock could be subject to significant
fluctuations due to a variety of factors, including:

. public announcements concerning us or our competitors, or the Internet
industry;

. fluctuations in operating results;

. a downturn in the financial services industry generally or the market for
securities trading in particular;

. introductions of new products or services by us or our competitors;

. changes in analysts' earnings estimates; and

. announcements of technological innovations.

In the past, companies that have experienced volatility in the market price
of their stock have been the object of securities class action litigation. If
we were the object of securities class action litigation, it could result in
substantial costs and a diversion of our management's attention and resources
and have a material adverse effect on our business, results of operation and
financial condition.

Our executive officers, directors and 5% or greater stockholders significantly
influence all matters requiring a stockholder vote

Our executive officers, directors and existing stockholders who each own
greater than 5% of the outstanding common stock and their affiliates, in the
aggregate, beneficially own approximately 39% of our outstanding common stock.
As a result, our executive officers, directors and 5% or greater stockholders
will be able to significantly influence the outcome of all matters requiring
approval by our stockholders, including the election of directors and approval
of significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change in control.

A third party could be prevented from acquiring your shares of stock at a
premium to the market price because of our anti-takeover provisions

Various provisions of our certificate of incorporation, bylaws and Delaware
law could make it more difficult for a third party to acquire us, even if doing
so might be beneficial to you and our other stockholders. See "Description of
Capital Stock of Multex.com."

The future sale of shares of our common stock may negatively affect our stock
price

If our stockholders sell substantial amounts of our common stock, including
shares issuable upon the exercise of outstanding options and a warrant in the
public market, the market price of our common stock could fall. These sales
also might make it more difficult for us to sell equity securities in the
future at a time and price that we deem appropriate. Persons who may be deemed
to be affiliates of either Multex.com or Market Guide include individuals or
entities that control, are controlled by, or are under common control of either

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Multex.com or Market Guide and may include some of the officers, directors, or
principal shareholders of Multex.com or Market Guide. Affiliates may not sell
their shares of Multex.com common stock acquired in connection with the merger
except pursuant to:

. an effective registration statement under the Securities Act covering the
resale of those shares;

. an exemption under paragraph (d) of Rule 145 under the Securities Act; or

. another applicable exemption under the Securities Act.

Each shareholder of Multex.com or Market Guide that could be deemed an
affiliate of either company has entered into an agreement not to transfer such
shareholder's shares until Multex.com has published financial results covering
at least 30 days of combined operations of Multex.com and Market Guide.
Multex.com's registration statement on Form S-4, of which this joint proxy
statement/prospectus forms a part, does not cover the resale of shares of
Multex.com common stock to be received by affiliates in the merger.

Risks Related to the Internet Industry

If Internet usage does not continue to grow, the combined business of
Multex.com and Market Guide may not be successful

The Internet is relatively new and is rapidly evolving. The combined business
of Multex.com and Market Guide following consummation of the merger would be
materially and adversely affected if Internet usage does not continue to grow.
Internet usage may be inhibited for a number of reasons, including:

. the Internet infrastructure may not be able to support the demands placed
on it or its performance and reliability may decline as usage grows;

. security and authentication concerns with respect to transmission over
the Internet of confidential information, including credit card numbers,
and attempts by unauthorized computer users to penetrate our network
security; and

. privacy concerns, including those related to the placement by Web sites
of information on a user's hard drive without the user's knowledge or
consent in order to gather user information.

Our markets are characterized by rapidly changing technologies, evolving
industry standards, frequent new product and service introductions, and
changing customer demands. To be successful, we must adapt to our rapidly
changing markets by continually enhancing our existing services and adding new
services to address our customers' changing demands. We could incur substantial
costs if we need to modify our services or infrastructure in order to adapt to
these changes. Our business, results of operation and financial condition would
be materially and adversely affected if we incurred significant costs without
generating additional revenues or if we cannot rapidly adapt to these changes.

If the Internet infrastructure is not adequately maintained, we may be unable
to provide investment research and information services in a timely manner

Our future success will depend, in substantial part, upon the maintenance of
the Internet infrastructure, including a reliable network backbone with the
necessary speed, data capacity and security, and the timely development of
enabling products, including high-speed modems, for providing reliability and
timely Internet access and services. To the extent that the Internet continues
to experience increased numbers of users, frequency of use or increased
bandwidth requirements of users, we cannot assure you that the Internet
infrastructure will continue to be able to support the demands placed on it or
that the performance or reliability of the Internet 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 these outages or delays

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could adversely affect the Web sites of our contributors, subscribers or
distributors. In addition, the Internet could lose its viability as a form of
media due to delays in the development or adoption of new standards and
protocols that can handle increased levels of activity. We cannot assure you
that the infrastructure and complementary products and services necessary to
maintain the Internet as a viable commercial medium will be developed or
maintained. Moreover, critical issues concerning the commercial use 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 affect both the growth of Internet usage
generally and our business, results of operations and financial condition in
particular.

We may be subject to legal claims in connection with the content we publish and
distribute on the Internet

As a publisher and distributor of online content, we face potential direct
and indirect liability for claims of defamation, negligence, copyright, patent
or trademark infringement, violation of the securities laws and other claims
based upon the reports and data that we publish. For example, by distributing a
negative investment research report, we may find ourselves subject to
defamation claims, regardless of the merits of these claims. Computer failures
may also result in incorrect data being published and distributed widely. In
these and other instances, we may be required to engage in protracted and
expensive litigation, which could have the effect of diverting management's
attention and require us to expend significant financial resources. Our general
liability insurance may not necessarily cover any of these claims or may not be
adequate to protect us against all liability that may be imposed. Any claims or
resulting litigation could have a material and adverse effect on our business,
results of operations and financial condition.

We may become subject to burdensome government regulation and legal
uncertainties

The laws governing the Internet remain largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and how existing laws, including those governing intellectual property,
privacy, libel and taxation, apply to the Internet generally and the electronic
distribution of investment research in particular. Legislation could dampen the
growth in the use of the Internet generally and decrease the acceptance of the
Internet as a communications and commercial medium, which could have a material
and adverse effect on our business, results of operations and financial
condition. In addition, because the growing popularity and use of the Internet
has burdened the existing telecommunications infrastructure and many areas with
high Internet usage have begun to experience interruptions in phone service,
some local telephone carriers have petitioned governmental agencies to regulate
Internet service providers and online service providers in a manner similar to
long distance telephone carriers and to impose access fees on Internet service
providers and online service providers. If any of these petitions or the relief
that they seek is granted, the costs of communicating on the Internet could
increase substantially, potentially adversely affecting the growth in the use
of the Internet. Further, due to the global nature of the Internet, it is
possible that, although transmissions relating to our services originate in the
State of New York, governments of other states, the United States or foreign
countries might attempt to regulate our services or levy sales or other taxes
on our activities. We cannot assure you that violations of local or other laws
will not be alleged or charged by local, state, federal or foreign governments,
that we might not unintentionally violate these laws or that these laws will
not be modified, or new laws enacted, in the future. Any of these developments
could have a material and adverse effect on our business, results of operations
and financial condition.

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THE SPECIAL MEETING

General

Multex.com

We are furnishing this joint proxy statement/prospectus to holders of
Multex.com common stock in connection with the solicitation of proxies by the
Multex.com board of directors for use at the special meeting of stockholders of
Multex.com to be held on September 22, 1999, and any adjournment or
postponement thereof.

This joint proxy statement/prospectus is first being furnished to Multex.com
stockholders on or about August 20, 1999.

Market Guide

We are furnishing this joint proxy statement/prospectus to holders of Market
Guide common stock in connection with the solicitation of proxies by the Market
Guide board of directors for use at the special meeting of shareholders of
Market Guide to be held on September 22, 1999, and any adjournment or
postponement thereof.

This joint proxy statement/prospectus is first being furnished to
shareholders of Market Guide on or about August 20, 1999. This joint proxy
statement/prospectus is also furnished to Market Guide shareholders as a
prospectus in connection with the issuance by Multex.com of shares of
Multex.com common stock as contemplated by the merger agreement.

Date, Time and Place

Multex.com

The special meeting will be held on September 22, 1999 at 10:00 a.m., local
time, at the offices of Multex.com, Inc., 100 William Street, 6th Floor, New
York, New York.

Market Guide

The special meeting will be held on September 22, 1999 at 10:00 a.m., local
time, at the Adria Hotel and Conference Center, 220-33 Northern Boulevard,
Bayside, New York.

Matters to be Considered at the Special Meeting

Multex.com

At the special meeting and any adjournment or postponement of the special
meeting, Multex.com stockholders will be asked:

. to consider and vote upon the approval of the issuance of Multex.com
common stock as contemplated by the merger agreement;

. to authorize an amendment to Multex.com's certificate of incorporation to
increase the size of Multex.com's board of directors from a maximum of
seven (7) directors to a maximum of eleven (11) directors;

. to authorize an amendment to the Multex.com 1999 Stock Option Plan to
increase the number of shares of Multex.com common stock reserved for
issuance under such Plan by an additional 2,500,000 shares; and

. to transact such other business as may properly come before the special
meeting.

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Market Guide

At the Market Guide special meeting and any adjournment or postponement of
the special meeting, Market Guide shareholders will be asked:

. to consider and vote upon the adoption of the merger agreement and
related transactions in the merger agreement; and

. to transact such other business as may properly come before the special
meeting.

Record Date

Multex.com

Multex.com's board has fixed the close of business on August 13, 1999 as the
record date for determination of Multex.com stockholders entitled to notice of
and to vote at the special meeting.

Market Guide

Market Guide's board has fixed the close of business on August 13, 1999 as
the record date for determination of Market Guide shareholders entitled to
notice of and to vote at the special meeting.

Voting of Proxies

Multex.com

We request that Multex.com stockholders complete, date and sign the
accompanying proxy and promptly return it in the accompanying envelope or
otherwise mail it to Multex.com. Brokers holding shares in "street name" may
vote the shares only if the stockholder provides instructions on how to vote.
Brokers will provide directions on how to instruct the broker to vote the
shares. All properly executed proxies that Multex.com receives prior to the
vote at the special meeting, and that are not revoked, will be voted in
accordance with the instructions indicated on the proxies or, if no direction
is indicated, to approve the issuance of shares of Multex.com as contemplated
by the merger agreement. Multex.com's board does not currently intend to bring
any other business before the special meeting and, so far as Multex.com's board
knows, no other matters are to be brought before the special meeting. If other
business properly comes before the special meeting, the proxies will vote in
accordance with their own judgment.

Stockholders may revoke their proxies at any time prior to its use

. by delivering to the Secretary of Multex.com a signed notice of
revocation or a later-dated, signed proxy; or

. by attending the special meeting and voting in person.

Attendance at the special meeting does not in itself constitute the
revocation of a proxy.

Market Guide

We request that shareholders of Market Guide complete, date and sign the
accompanying proxy and promptly return it in the accompanying envelope or
otherwise mail it to Market Guide. Brokers holding shares in "street name" may
vote the shares only if the shareholder provides instructions on how to vote.
Brokers will provide directions on how to instruct the broker to vote the
shares. All properly executed proxies that Market Guide receives prior to the
vote at the special meeting, and that are not revoked, will be voted in
accordance with the instructions indicated on the proxies or, if no direction
is indicated, to approve the merger agreement and the merger. Market Guide's
board does not currently intend to bring any other business before the special
meeting and, so far as Market Guide's board knows, no other matters are to be
brought before the special meeting. If other business properly comes before the
special meeting, the proxies will vote in accordance with their own judgment.

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Shareholders may revoke their proxies at any time prior to its use

. by delivering to the Secretary of Market Guide a signed notice of
revocation or a later-dated, signed proxy; or

. by attending the special meeting and voting in person.

Attendance at the special meeting does not in itself constitute the
revocation of a proxy.

Votes Required

Multex.com

As of the close of business on August 13, 1999, there were 21,859,566 shares
of Multex.com common stock outstanding and entitled to vote. The holders of a
majority of the shares of Multex.com common stock entitled to vote and that are
present or represented by proxy at the Multex.com meeting must approve the
issuance of Multex.com common stock in the merger. The holders of 66.67% of the
outstanding shares of Multex.com common stock must approve the Director
Increase Proposal. The holders of a majority of the shares of Multex.com common
stock entitled to vote and that are present or represented by proxy at the
Multex.com meeting must approve the Plan Amendment Proposal. Multex.com
stockholders have one vote per share of Multex.com common stock owned on the
record date. Neither the approval of the issuance of Multex.com common stock in
the merger, the approval of the Director Increase Proposal nor approval of the
Plan Amendment Proposal is conditional on approval of the other proposals.

As of August 13, 1999, directors and executive officers of Multex.com and
their affiliates beneficially owned an aggregate of 6,869,730 shares of
Multex.com common stock (exclusive of any shares issuable upon the exercise of
options) or approximately 31.4% of the shares of Multex.com common stock
outstanding on such date. The directors and executive officers of Multex.com
have indicated their intention to vote their shares of Multex.com common stock
in favor of the issuance of the Multex.com common stock in connection with the
merger. Pursuant to a stockholder agreement in the form attached hereto as
Appendix II, Multex.com stockholders owning approximately 39.9% of Multex.com's
common stock outstanding as of August 13, 1999 have agreed to vote all of their
shares of Multex.com common stock for approval of the issuance of the
Multex.com common stock in connection with the merger; provided, however, that
certain of such stockholders may sell up to 8.4% of the outstanding shares of
Multex.com common stock at any time prior to such vote. As of August 13, 1999,
directors and executive officers of Market Guide owned no shares of Multex.com
common stock.

Market Guide

As of the close of business on August 13, 1999, there were 4,850,775 shares
of Market Guide common stock outstanding and entitled to vote. The holders of
two-thirds of the outstanding shares of Market Guide common stock entitled to
vote thereon must approve the merger agreement and the merger. Market Guide
shareholders have one vote per share of Market Guide common stock owned on the
record date.

As of August 13, 1999, directors and executive officers of Market Guide and
their affiliates beneficially owned an aggregate of 2,026,969 shares of Market
Guide common stock (exclusive of any shares issuable upon the exercise of
options) or approximately 41.8% of the shares of Market Guide common stock
outstanding on such date. The directors and executive officers of Market Guide
have indicated their intention to vote their shares of Market Guide common
stock in favor of the merger agreement. Pursuant to a stockholder agreement in
the form attached hereto as Appendix III, Market Guide shareholders owning
approximately 43.2% of Market Guide's common stock outstanding as of August 13,
1999 have agreed to vote all of their shares of Market Guide common stock for
approval of the merger agreement and the merger; provided, however, that
certain of such shareholders may sell up to 0.2% of the outstanding shares of
Market Guide common stock at any time prior to such vote. As of August 13,
1999, directors and executive officers of Multex.com owned no shares of Market
Guide common stock. See "The Merger--Interests of Certain Persons in the
Merger."

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Quorum; Abstentions and Broker Non-Votes

Multex.com

The required quorum for the transaction of business at the special meeting is
holders, present or by proxy, of a majority of the shares of Multex.com common
stock issued and outstanding on the record date. Abstentions and broker non-
votes each will be included in determining the number of shares present and
voting at the meeting for the purpose of determining the presence of a quorum.
Brokers holding shares for beneficial owners cannot vote on the actions
proposed in this joint proxy statement/prospectus without the owners' specific
instructions. Accordingly, Multex.com stockholders are urged to return the
enclosed proxy card marked to indicate their vote. Broker non-votes will not be
included in vote totals and will have no effect on the outcome of the votes on
the issuance of the shares in the merger and the Plan Amendment Proposal.
Abstentions, however, will have the same effect as a vote against issuing the
shares in the merger and the Plan Amendment Proposal. Because approval of the
Director Increase Proposal requires the vote of 66.67% of the outstanding
shares of Multex.com common stock, broker non-votes and absentions will have
the effect of a vote against the Director Increase Proposal.

Market Guide

The required quorum for the transaction of business at the special meeting is
holders, present or by proxy, of a majority of the shares of Market Guide
common stock issued and outstanding on the record date. Abstentions and broker
non-votes each will be included in determining the number of shares present and
voting at the meeting for the purpose of determining the presence of a quorum.
Because approval of the merger agreement and the consummation of the merger
requires the affirmative vote of two-thirds of the outstanding shares of Market
Guide common stock entitled to vote, abstentions and broker non-votes will have
the same effect as votes against the merger agreement and the consummation of
the merger. In addition, the failure of a Market Guide shareholder to return a
proxy or vote in person will have the effect of a vote against the approval of
the merger agreement and the merger. Brokers holding shares for beneficial
owners cannot vote on the actions proposed in this joint proxy
statement/prospectus without the owners' specific instructions. Accordingly,
Market Guide shareholders are urged to return the enclosed proxy card marked to
indicate their vote.

Solicitation of Proxies and Expenses

Multex.com and Market Guide have retained the services of Georgeson & Company
Inc. and MacKenzie Partners, Inc., respectively, to assist in the solicitation
of proxies from their respective shareholders. The fees to be paid to such
firms for such services by Multex.com and Market Guide are not expected to
exceed $25,000 and $15,000, respectively, plus, in each case, reasonable out-
of-pocket expenses. Multex.com and Market Guide will each bear its own expenses
in connection with the solicitation of proxies for its special meeting of
shareholders, except that each will pay one-half of all printing and filing
costs and expenses incurred in connection with the registration statement and
this joint proxy statement/prospectus.

In addition to solicitation by mail, the directors, officers and employees of
Multex.com and Market Guide may solicit proxies from their respective
shareholders by telephone, facsimile or in person. Brokerage houses, nominees,
fiduciaries and other custodians will be requested to forward soliciting
materials to beneficial owners and will be reimbursed for their reasonable
expenses incurred in sending proxy materials to beneficial owners.

Board Recommendations

Multex.com

The Multex.com board has determined that the merger agreement and the merger
are advisable and fair to, and in the best interests of, Multex.com and its
stockholders. Accordingly, the board unanimously has approved the merger
agreement and unanimously recommends that stockholders vote for approval of the
issuance of shares of Multex.com common stock as contemplated by the merger
agreement. The

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Bond also unanimously has approved the Director Increase Proposal and the Plan
Amendment Proposal and unanimously recommends that stockholders vote for
approval of each of these proposals.

The matters to be considered at the special meeting are of great importance
to Multex.com stockholders. Accordingly, Multex.com stockholders are urged to
read and carefully consider the information presented in this joint proxy
statement/prospectus, and to complete, date, sign and promptly return the
enclosed proxy in the enclosed postage-paid envelope.

Multex.com stockholders should not send any stock certificates with their
proxy cards.

Market Guide

The Market Guide board has determined that the merger agreement and the
merger are advisable and in the best interests of Market Guide and its
shareholders. Accordingly, the board unanimously has approved the merger
agreement and unanimously recommends that shareholders vote for approval of the
merger agreement and the merger. In considering such recommendation, Market
Guide shareholders should be aware that some Market Guide directors and
officers have interests in the merger that are different from, or in addition
to, those of Market Guide shareholders, and that Multex.com has agreed to
provide certain indemnification arrangements to some directors and officers of
Market Guide. See "The Merger--Interests of Certain Persons in the Merger."

The matters to be considered at the special meeting are of great importance
to the shareholders of Market Guide. Accordingly, Market Guide shareholders are
urged to read and carefully consider the information presented in this joint
proxy statement/prospectus, and to complete, date, sign and promptly return the
enclosed proxy in the enclosed postage-paid envelope.

Market Guide's shareholders should not send any stock certificates with their
proxy cards. A transmittal form with instructions for the surrender of Market
Guide common stock certificates will be mailed to Market Guide shareholders
promptly after completion of the merger. For more information regarding the
procedures for exchanging Market Guide stock certificates for Multex.com stock
certificates, see "The Merger Agreement and Related Agreements--Exchange of
Market Guide Stock Certificates for Multex.com Stock Certificates."

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THE MERGER

This section of the joint proxy statement/prospectus describes material
aspects of the proposed merger, including the merger agreement. While we
believe that the description covers the material terms of the merger and the
related transactions, this summary may not contain all of the information that
is important to Multex.com stockholders and Market Guide shareholders.
Shareholders should read the entire merger agreement and the other documents we
refer to carefully and in their entirety for a more complete understanding of
the merger.

The following discussion of the background of the merger and the parties'
reasons for the merger and the potential benefits that could result from the
merger contains forward-looking statements that involve risks and
uncertainties. Readers are cautioned not to place undue reliance on these
forward-looking statements. The actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth under "Risk Factors."

Background of the Merger

In early 1999, Homi Byramji of Market Guide and James Tousignant of
Multex.com engaged in several discussions regarding potential strategic
business ventures between the two companies. They discussed possible
transactions ranging from licensing agreements to an acquisition of Market
Guide by Multex.com. They settled on no particular transaction during such
discussions.

In late March 1999, Isaak Karaev of Multex.com and Mr. Byramji met, and Mr.
Karaev suggested the possibility of Multex.com acquiring Market Guide. In
response to this and other inquiries, Market Guide's management decided to
explore opportunities for growth, including strategic business combinations. On
March 29, 1999, Market Guide's board of directors held a meeting at which it
authorized Market Guide to retain Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ") as its exclusive financial advisor to explore financial and
structural alternatives or to determine the most appropriate method to maximize
shareholder value.

DLJ and Market Guide entered into an engagement letter, dated as of April 1,
1999, pursuant to which Market Guide engaged DLJ to act as its exclusive
financial advisor to explore financial and structural alternatives as directed
by Market Guide's board of directors through which shareholder value might be
maximized. Thereafter, Market Guide retained Willkie Farr & Gallagher as its
independent legal counsel.

During April and May 1999, DLJ contacted a number of potential merger
partners. Several of such candidates signed confidentiality agreements with
Market Guide and received materials summarizing Market Guide's operations.

On April 5, 1999, Mr. Byramji informed Mr. Tousignant by telephone that
Market Guide had retained DLJ to consider strategic alternatives for the
company and that Multex.com would be contacted by DLJ in order to pursue a
potential transaction between Multex.com and Market Guide.

On April 8, 1999, Multex.com's board of directors held a meeting at which it
authorized Multex.com to retain BancBoston Robertson Stephens as its exclusive
financial advisor in relation to a proposed Market Guide transaction.

On April 20, 1999, Mr. Tousignant and members of DLJ spoke by phone and
scheduled a meeting between the management of Multex.com and the management of
Market Guide with the intent of introducing the two management teams to each
other and to learn more about each other's respective businesses.

On April 30, 1999, Multex.com entered into a confidentiality agreement with
Market Guide pursuant to which Multex.com agreed to maintain the
confidentiality of the non-public information provided to Multex.com in
connection with Multex.com's due diligence and financial analysis of Market
Guide. Following the signing

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of the agreement, members of the management of both Multex.com and Market Guide
met at the offices of DLJ to introduce themselves to one another as well as to
present general overviews of their respective businesses.

On May 7, 1999, Mr. Karaev of Multex.com and Mr. Byramji of Market Guide met
to discuss the terms of a possible merger or other business combination of the
companies. Specifically, potential operating, management, product offering and
revenue synergies were discussed in an attempt to evaluate the potential of a
combined Market Guide and Multex.com entity.

On May 13, 1999, Multex.com entered into an engagement letter with BancBoston
Robertson Stephens pursuant to which Multex.com engaged BancBoston Robertson
Stephens as its financial advisor in connection therewith.

On May 18, 1999, Market Guide's board of directors held a special meeting in
which its financial and legal advisors participated. The board was informed by
DLJ of the status of its exploration of strategic alternatives for Market
Guide. The Board then determined that it would be in the best interests of
Market Guide to consider the possible merger or sale of Market Guide with or to
another company.

On May 25, 1999, Market Guide's board of directors held a special meeting in
which its financial and legal advisors participated. The board was informed by
DLJ of the status of its exploration of strategic alternatives for Market
Guide, including an update on its negotiations with Multex.com. DLJ also
informed the board of the request by Multex.com that Market Guide enter into an
exclusivity agreement with Multex.com. Discussion then ensued and Market
Guide's legal counsel addressed questions of the board regarding Market Guide's
legal and fiduciary obligations in this process and under the exclusivity
agreement.

On May 27, 1999, Market Guide's board of directors held a special meeting in
which its financial and legal advisors participated. The board was informed by
its financial advisor of the status of its exploration of strategic
alternatives for Market Guide, including an update on its negotiations with
Multex.com. Management of Market Guide also informed the board of their
negotiations with Multex.com as to a possible merger which included a fixed
exchange ratio as well as one seat on the board of directors of the combined
entity. Market Guide's legal counsel then addressed questions of the board
regarding Market Guide's legal and fiduciary obligations. After a lengthy
discussion, the board authorized Market Guide to enter into an exclusivity
agreement with Multex.com in connection with a possible merger transaction,
subject to Multex.com agreeing to certain modifications of the exclusivity
provisions.

On May 28, 1999, Market Guide and Multex.com entered into an exclusivity
agreement pursuant to which, until June 21, 1999, Market Guide agreed not to
solicit or participate in any negotiations with respect to any offer to acquire
any part of Market Guide (except with regard to Multex.com), and to immediately
cease all existing discussions with other parties relating to such an offer.

On June 7, 1999, a data room containing Market Guide due diligence material
was established at the offices of Market Guide's financial advisor.
Representatives of Multex.com and its legal counsel visited the data room
during the weeks of June 7, 1999 and June 14, 1999. During such period, members
of Multex.com visited the corporate headquarters of Market Guide, and Market
Guide's senior management presented outlines of Market Guide's long-term
strategy to Multex.com's legal and financial advisors. A similar data room
containing Multex.com due diligence material was established at the offices of
Multex.com's legal counsel on June 8, 1999. Representatives of Market Guide and
its legal counsel visited the data room during the weeks of June 7, 1999 and
June 14, 1999. During such period, members of Market Guide visited the
corporate headquarters of Multex.com, and Multex.com's senior management
presented outlines of Multex.com's long-term strategy to Market Guide's
management and its financial advisors. There were also numerous telephone
conversations during these weeks between the legal advisors for the two
companies regarding due diligence, as well as conversations between the
companies' financial advisors regarding financial diligence and financial
analysis of the companies.

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Between June 8, 1999 and June 18, 1999, Multex.com and Market Guide, through
their respective attorneys and financial advisors, exchanged drafts of, and
comments upon, a merger agreement and related documents and engaged in
discussions and negotiations regarding the terms of a business combination.

On June 16, 1999, Multex.com's board of directors held a special telephonic
meeting in which its financial and legal advisors participated. The board was
informed of the status of negotiations with respect to the exchange ratio and
exclusivity issues. At the conclusion of the meeting, the board gave direction
to management regarding the terms of the merger and the approach management
should take in its negotiations.

On June 18, 1999, Market Guide's board of directors held a special telephonic
meeting in which its financial and legal advisors participated. The board was
informed of the status of negotiations with regard to the exchange ratio and
the merger agreement. At the conclusion of the meeting, the board gave
direction to management regarding the terms of the merger and the approach
management should take in its negotiations.

From June 19, 1999 until the execution of the merger agreement, Multex.com
and Market Guide and each of their respective legal counsel and financial
advisors participated in negotiations as to the terms of the merger agreement
and the agreements contemplated therein.

On June 20, 1999, Market Guide's board of directors held a special meeting in
which its financial and legal advisors also participated. The board was
informed of the status of negotiations with regard to the merger and the merger
agreement.

On June 21, 1999, Market Guide's board of directors held a special meeting in
which its financial and legal advisors participated. Representatives of Willkie
Farr & Gallagher informed the board of the status of negotiations with regard
to the merger agreement and made a presentation to the board in which they
explained the material terms of the proposed merger agreement, including
closing conditions, termination rights and related fees and expense
reimbursement provisions. Representatives of Willkie Farr & Gallagher then
reviewed with the board certain legal issues raised by the proposed merger and
advised the Board of its fiduciary duties. Representatives of DLJ then made a
presentation regarding the financial terms of the proposed merger and a summary
of the methodology used by DLJ to evaluate the proposed merger. Representatives
of DLJ then informed the board that, subject to the finalization of a
definitive agreement, it expected to be in a position to deliver its written
opinion to the Market Guide board as to the fairness from a financial point of
view of the consideration to be received by holders of Market Guide common
stock. Following such presentations, and after extensive discussions of the
advantages and potential risks of the proposed merger as described herein under
"Reasons for the Merger; Recommendations of the Board of Directors", the Board
unanimously approved the merger and the merger agreement, with such changes or
additions thereto as the president of Market Guide may approve, subject to
receipt of the written fairness opinion of DLJ.

On June 22, 1999 and June 23, 1999, Multex.com and Market Guide, in
consultation with their legal and financial advisors, continued to negotiate
the terms of the merger agreement and the agreements contemplated therein and
finalized the terms of the merger. On June 23, 1999, DLJ delivered to the board
of directors of Market Guide its written opinion, dated June 22, 1999, to the
effect that, as of that date and subject to the qualifications and limitations
set forth therein, the consideration to be received by Market Guide
shareholders in the merger was fair from a financial point of view to Market
Guide shareholders. See "Opinion of Donaldson, Lufkin & Jenrette Securities
Corporation, financial advisor to Market Guide, set forth as Appendix V hereto.

On June 22, 1999, Multex.com's board of directors held a special meeting in
which its financial and legal advisors participated. Representatives of
BancBoston Robertson Stephens explained the proposed terms of the merger and
then made a presentation summarizing the methodology used by BancBoston
Robertson Stephens to evaluate the proposed transaction. Representatives of
BancBoston Robertson Stephens then informed the board of their opinion that,
under the terms presented and described to the board and as of that date, the
exchange ratio in the merger was fair to Multex.com from a financial point of
view, which opinion was confirmed in writing to the board in an opinion dated
June 22, 1999. See "Opinion of BancBoston Robertson Stephens" set forth as
Appendix IV hereto. Representatives of Brobeck, Phleger & Harrison LLP, legal
counsel to Multex.com, then briefed the board on certain legal issues raised by
the proposed merger and the merger

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<PAGE>

agreement and advised the board of its fiduciary duties. Following such
presentations, and after extensive discussions of the advantages and potential
risks of the proposed merger as described herein under "Reasons for the Merger;
Recommendation of the Board of Directors," the board unanimously approved the
merger and the merger agreement.

The merger agreement, the stockholder agreements and related transaction
documents were executed by the parties on June 23, 1999. Multex.com and Market
Guide jointly announced the merger on the afternoon of June 23, 1999.

Reasons for the Merger; Recommendations of the Boards of Directors

Multex.com

The Multex.com board unanimously concluded that the merger was in the best
interests of Multex.com and its stockholders and determined to recommend that
the stockholders approve the issuance of the shares of Multex.com common stock
in the merger.

The decision by Multex.com's board was based on several potential benefits of
the merger that it believes will contribute to the success of the combined
company. These potential benefits include:

. availability of unique value-added financial data not currently available
from Multex.com;

. increased distribution channels through Market Guide's distribution
partnerships and Web site;

. opportunities to sell products and services of each company to customers
of both Market Guide and Multex.com;

. increased product diversification and penetration of the existing
customer base;

. a well-known and respected brand for financial information;

. potential cost reductions and operating synergies;

. knowledgeable and experienced personnel in the financial information
industry; and

. an increase in the size of Multex.com's market.

Multex.com's board reviewed a number of factors in evaluating the merger,
including, but not limited to, the following:

. historical information concerning Multex.com's and Market Guide's
respective businesses, financial performance and condition, operations,
technology and management;

. Multex.com's management's view of the financial condition, results of
operations and businesses of Multex.com and Market Guide before and after
giving effect to the merger and the Multex.com board's determination of
the merger's effect on shareholder value;

. current financial market conditions and historical market prices,
volatility and trading information;

. the consideration Market Guide shareholders will receive in the merger in
light of comparable merger transactions;

. the belief that the terms of the merger agreement are reasonable;

. the impact of the merger on Multex.com's customers and employees;

. results of the due diligence investigation conducted by Multex.com's
management, accountants, financial advisors and counsel of Market Guide;
and

. the expectation that the merger will be accounted for as a pooling of
interests.

The Multex.com board also identified and considered a number of potentially
negative factors in its deliberations concerning the merger including the
following:

. the risk that the potential benefits of the merger may not be realized;

. the possibility that the merger may not be consummated, even if approved
by Multex.com's and Market Guide's shareholders;

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. the risk of management and employee disruption associated with the
merger, including the risk that despite the efforts of the combined
company, key technical, sales and management personnel might not remain
employed by the combined company; and

. other applicable risks described in this joint proxy statement/prospectus
under "Risk Factors."

Multex.com's board concluded, however, that, on balance, the merger's
potential benefits to Multex.com and its stockholders outweighed the associated
risks. The discussion of the information and factors considered by Multex.com's
board is not intended to be exhaustive. In view of the variety of factors
considered in connection with its evaluation of the merger, Multex.com's board
did not find it practicable to, and did not quantify or otherwise assign
relative weight to, the specific factors considered in reaching its
determination.

In reaching its determination, Multex.com's board of directors also
considered and evaluated, among other things, (i) the results and scope of the
due diligence review conducted by members of the management of Multex.com and
its legal counsel with respect to the business and operations of Market Guide,
(ii) information with respect to recent and historical trading prices and
trading multiples of Multex.com common stock and Market Guide common stock,
(iii) information concerning the results of operations, performance, financial
condition and prospects of Multex.com and Market Guide on a company-by-company
basis and on a combined basis, (iv) the terms of the merger agreement and the
other agreements contemplated thereby, (v) the structure of the merger and (vi)
the tax consequences of the merger.

FOR THE REASONS DISCUSSED ABOVE, MULTEX.COM'S BOARD OF DIRECTORS HAS
DETERMINED THE MERGER AGREEMENT AND THE MERGER TO BE FAIR TO AND IN THE BEST
INTERESTS OF MULTEX.COM'S STOCKHOLDERS. IN CONNECTION WITH THE MERGER,
MULTEX.COM'S BOARD OF DIRECTORS RECOMMENDS THAT MULTEX.COM STOCKHOLDERS VOTE
"FOR" APPROVAL OF THE ISSUANCE OF SHARES OF MULTEX.COM COMMON STOCK AS
CONTEMPLATED BY THE MERGER AGREEMENT.

Market Guide

The Market Guide board unanimously has concluded that the merger is in the
best interests of Market Guide and its shareholders and has approved the merger
agreement and the merger by unanimous vote of all directors.

The decision by Market Guide's board was based on a number of factors,
including the following material factors, each of which the board viewed as
indicating the potential benefits of the merger:

. the number and quality of potential merger partners contacted;

. the ability of Market Guide's shareholders to participate in the future
prospects of Market Guide and Multex.com following the merger, and its
belief that such prospects would be substantially enhanced by the merger,
which would create a larger, better capitalized company;

. the combined company should have better access to the U.S. capital
markets than Market Guide as a stand-alone entity;

. the consideration to be received by Market Guide shareholders represented
a premium of (i) 26% over the closing sales price per share on the Nasdaq
Small Cap Market on June 22, 1999, the last trading day prior to the
public announcement of the merger and (ii) 86% over the closing sales
price per share on the Nasdaq Small Cap Market on June 2, 1999; and

. discussions with DLJ regarding the financial terms of the merger, and
DLJ's opinion described below, to the effect that, subject to the
qualifications and limitations set forth in DLJ's written opinion, the
consideration to be received by Market Guide shareholders in the merger
(one share of Multex.com common stock for one share of Market Guide
common stock) was fair to Market Guide's shareholders from a financial
point of view as of the date of the opinion.

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The Market Guide board also identified and considered a number of potentially
negative factors in its deliberations concerning the merger, including the
following:

. the significant costs involved in connection with consummating the merger
and the substantial management time and effort required to effectuate the
merger;

. Market Guide shareholders will not maintain their current percentage
ownership of Market Guide in the combined company;

. because the exchange ratio of Multex.com common stock for Market Guide
common stock is fixed at one share, the common stock that Market Guide
shareholders will receive in the merger may have a lesser value than the
value contemplated at the time the merger agreement was signed because of
a decrease in the market price of Multex.com common stock;

. the risk that the merger might not be completed based upon the failure to
satisfy certain covenants or closing conditions; and

. the risk that the anticipated benefits of the merger might not be fully
realized.

Market Guide's board concluded, however, that, on balance, the merger's
potential benefits to Market Guide and its shareholders outweighed the
associated risks. The discussion of the information and factors considered by
Market Guide's board is not intended to be exhaustive. In view of the variety
of factors considered in connection with its evaluation of the merger, Market
Guide's board did not find it practicable to, and did not qualify or otherwise
assign relative weight to, the specific factors considered in reaching its
determination.

In reaching its determination, Market Guide's board of directors also
considered and evaluated, among other things, (i) the results and scope of the
due diligence review conducted by members of the management of Market Guide and
its legal counsel with respect to the business and operations of Multex.com,
(ii) information with respect to recent and historical trading prices and
trading multiples of Market Guide common stock and Multex.com common stock,
(iii) information concerning the results of operations, performance, financial
condition and prospects of Market Guide and Multex.com on a company-by-company
basis and on a combined basis, (iv) the terms of the merger agreement and the
other agreements contemplated thereby, (v) the structure of the merger and (vi)
the tax consequences of the merger.

FOR THE REASONS DISCUSSED ABOVE, MARKET GUIDE'S BOARD OF DIRECTORS
UNANIMOUSLY HAS APPROVED THE MERGER AGREEMENT AND THE MERGER AND HAS DETERMINED
THAT THE MERGER IS ADVISABLE AND IN THE BEST INTERESTS OF MARKET GUIDE AND ITS
SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT MARKET GUIDE SHAREHOLDERS VOTE
"FOR" APPROVAL OF THE MERGER AGREEMENT AND THE MERGER.

In considering the recommendation of Market Guide's board with respect to the
merger agreement, Market Guide shareholders should be aware that certain
directors and officers of Market Guide have interests in the merger that are
different from, or are in addition to, the interests of Market Guide
shareholders generally. Please see "The Merger--Interests of Certain Persons in
the Merger."

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Opinions of Financial Advisors

Multex.com

Pursuant to an engagement letter dated May 13, 1999, Multex.com engaged
BancBoston Robertson Stephens Inc. to render an opinion as to the fairness of
the exchange ratio, from a financial point of view, to Multex.com.

On June 22, 1999, at a meeting of the Multex.com board held to evaluate the
proposed merger, BancBoston Robertson Stephens delivered to the Multex.com
board its written opinion that, as of June 22, 1999 and based on the
assumptions made, the matters considered and the limitations on the review
undertaken described in the opinion, the exchange ratio was fair from a
financial point of view to Multex.com. No limitations were imposed by the
Multex.com board on BancBoston Robertson Stephens with respect to the
investigations made or procedures followed by it in furnishing its opinion. The
exchange ratio was determined through negotiations between the respective
managements of Multex.com and Market Guide. Although BancBoston Robertson
Stephens did assist the management of Multex.com in those negotiations, it was
not asked by, and did not recommend to, Multex.com that any specific exchange
ratio constituted the appropriate exchange ratio for the merger. BancBoston
Robertson Stephens also assisted Multex.com's management in the negotiations
leading to an agreement on the principal structural terms of the merger.

The full text of the BancBoston Robertson Stephens opinion, which sets forth,
among other things, assumptions made, matters considered and limitations on the
review undertaken, is attached as Appendix IV and is incorporated in this
prospectus/proxy statement by reference. We urge Multex.com stockholders to
read the BancBoston Robertson Stephens opinion in its entirety. The BancBoston
Robertson Stephens opinion was prepared for the benefit and use of the
Multex.com board in its consideration of the merger and does not constitute a
recommendation to stockholders of Multex.com as to how they should vote upon,
or take any other action with respect to, the merger.

The BancBoston Robertson Stephens opinion does not address:

. the relative merits of the merger and the other business strategies that
the Multex.com board has considered or may be considering; or

. the underlying business decision of the Multex.com board to proceed with
the merger.

The summary of the BancBoston Robertson Stephens opinion set forth in this
prospectus/proxy statement is qualified in its entirety by reference to the
full text of the BancBoston Robertson Stephens opinion.

In connection with the preparation of the BancBoston Robertson Stephens
opinion, BancBoston Robertson Stephens, among other things:

. reviewed certain publicly available financial statements and other
business and financial information of Market Guide and Multex.com,
respectively;

. reviewed certain internal financial statements and other financial and
operating data concerning Market Guide and Multex.com, including
information relating to certain strategic, financial and operational
benefits anticipated from the merger, prepared by the managements of
Market Guide and Multex.com, respectively;

. reviewed certain financial forecasts and other forward looking financial
information prepared by the management of Market Guide and Multex.com,
respectively;

. held discussions with the respective managements of Market Guide and
Multex.com concerning the businesses, past and current operations,
financial condition and future prospects of both Market Guide and
Multex.com, independently and combined, including discussions with the
managements of Market Guide and Multex.com concerning cost savings and
other synergies that are expected to result from the merger, as well as
their views regarding the strategic rationale for the merger;

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<PAGE>

. reviewed the financial terms and conditions set forth in the merger
agreement;

. reviewed the stock price and trading history of Market Guide common stock
and Multex.com common stock;

. compared the financial performance of Market Guide and Multex.com and the
prices and trading activity of Market Guide common stock and Multex.com
common stock with that of certain other publicly traded companies
comparable with Market Guide and Multex.com, respectively;

. compared the financial terms of the merger with the financial terms, to
the extent publicly available, of other transactions it deemed relevant;

. reviewed the pro forma impact of the merger on Multex.com's revenues and
earnings per share;

. reviewed and considered in the analysis, information prepared by members
of management of Market Guide and Multex.com, respectively, relating to
the relative contributions of Market Guide and Multex.com to the combined
company;

. participated in discussions and negotiations among representatives of
Market Guide and Multex.com and their financial and legal advisors; and

. made such other studies and inquiries, and reviewed such other data, as
it deemed relevant.

In its review and analysis, and in arriving at its opinion, BancBoston
Robertson Stephens assumed and relied upon the accuracy and completeness of all
of the financial and other information provided to it (including information
furnished to it orally or otherwise discussed with it by the management of
Market Guide and Multex.com) or publicly available and neither attempted to
verify, nor assumed responsibility for verifying, any of such information.
BancBoston Robertson Stephens relied upon the assurances of management of
Market Guide and Multex.com that they were not aware of any facts that would
make such information inaccurate or misleading. Furthermore, BancBoston
Robertson Stephens did not obtain or make, or assume any responsibility for
obtaining or making, any independent evaluation or appraisal of the properties,
assets or liabilities (contingent or otherwise) of Market Guide or Multex.com,
nor was BancBoston Robertson Stephens furnished with any such evaluation or
appraisal.

With respect to the financial forecasts and projections (and the assumptions
and bases therefor) for each of Market Guide and Multex.com that BancBoston
Robertson Stephens reviewed, upon the advice of the managements of Market Guide
and Multex.com, BancBoston Robertson Stephens assumed that such forecasts and
projections:

. had been reasonably prepared in good faith on the basis of reasonable
assumptions;

. reflected the best available estimates and judgments as to the future
financial condition and performance of Market Guide and Multex.com,
respectively; and

. will be realized in the amounts and in the time periods estimated.

In this regard, BancBoston Robertson Stephens noted that each of Market Guide
and Multex.com face exposure to the Year 2000 problem. BancBoston Robertson
Stephens did not undertake any independent analysis to evaluate the reliability
or accuracy of the assumptions made by the managements of Market Guide and
Multex.com with respect to the potential effect that the Year 2000 problem
might have on their respective forecasts.

In addition, BancBoston Robertson Stephens assumed that:

. the merger will be consummated upon the terms set forth in the merger
agreement without material alteration thereof, including, among other
things, that the merger will be accounted for as a "pooling of interests"
business combination in accordance with U.S. generally accepted
accounting principles ("U.S. GAAP");

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<PAGE>

. the merger will be treated as a tax-free reorganization pursuant to the
Internal Revenue Code of 1986, as amended; and

. the historical financial statements of each of Market Guide and
Multex.com reviewed by it had been prepared and fairly presented in
accordance with U.S. GAAP consistently applied.

BancBoston Robertson Stephens relied as to all legal matters relevant to
rendering its opinion on the advice of counsel.

Although developments following the date of the BancBoston Robertson Stephens
opinion may affect the opinion, BancBoston Robertson Stephens assumed no
obligation to update, revise or reaffirm its opinion. The BancBoston Robertson
Stephens opinion is necessarily based upon market, economic and other
conditions as in effect on, and information made available to BancBoston
Robertson Stephens as of, the date of the BancBoston Robertson Stephens
opinion. It should be understood that subsequent developments may affect the
conclusion expressed in the BancBoston Robertson Stephens opinion and that
BancBoston Robertson Stephens disclaims any undertaking or obligation to advise
any person of any change in any matter affecting the opinion which may come or
be brought to its attention after the date of the opinion. The BancBoston
Robertson Stephens opinion is limited to the fairness, from a financial point
of view and as of the date thereof, of the exchange ratio to Multex.com.
BancBoston Robertson Stephens does not express any opinion as to:

. the value of any employee agreement or other arrangement entered into in
connection with the merger;

. any tax or other consequences that might result from the merger; or

. what the value of Multex.com common stock will be when issued to Market
Guide's shareholders pursuant to the merger or the price at which the
shares of Multex.com common stock that are issued pursuant to the merger
may be traded in the future.

The following is a summary of the material financial analyses performed by
BancBoston Robertson Stephens in connection with rendering the BancBoston
Robertson Stephens opinion. The summary of the financial analyses is not a
complete description of all of the analyses performed by BancBoston Robertson
Stephens. Certain of the information in this section is presented in a tabular
form. In order to better understand the financial analyses performed by
BancBoston Robertson Stephens, these tables must be read together with the text
of each summary. The BancBoston Robertson Stephens opinion is based upon the
totality of the various analyses performed by BancBoston Robertson Stephens and
no particular portion of the analyses has any merit standing alone.

Exchange Ratio and Implied Premium Analysis. BancBoston Robertson Stephens
compared the historical ratios of the average closing price of Multex.com
common stock to the average closing price of Market Guide common stock over
various periods ending June 21, 1999. The following table sets forth the ratios
of the average closing prices of Multex.com common stock compared to Market
Guide common stock for the various periods ending June 21, 1999, and the
implied premium of the exchange ratio to the average ratios:

<TABLE>
<CAPTION>
Ratio of
average closing prices
of Multex.com Premium of
common stock compared Exchange Ratio in
Period ending June 21, to Market Guide common Merger to
1999 stock Period Average Ratio
---------------------- ---------------------- --------------------
<S> <C> <C>
5 days................. 0.757x 32.06%
10 days................. 0.693x 44.30%
20 days................. 0.631x 58.36%
30 days................. 0.596x 67.70%
</TABLE>

Relative Contribution Analysis. Based upon Multex.com management estimates
for Multex.com and Market Guide management estimates for Market Guide,
BancBoston Robertson Stephens analyzed the respective contributions of
Multex.com and Market Guide to the revenues and estimated revenues of the

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<PAGE>

combined company for calendar years 1999, 2000 and 2001. The table below sets
forth the approximate relative contributions of Multex.com and Market Guide and
the implied Market Guide equity values, equity values per share and exchange
ratios, based on the closing price of Multex.com common stock on June 21, 1999
of $30.25:

<TABLE>
<CAPTION>
Implied Market Implied Market Implied
Guide Equity Guide Equity Exchange
Multex.com Market Guide Value Value per Share Ratio
---------- ------------ -------------- --------------- --------
<S> <C> <C> <C> <C> <C>
Revenues:
1999........... 69.5% 30.5% $273.5 million $51.96 1.718
2000........... 73.4% 26.6% $226.1 million $42.96 1.420
2001........... 76.0% 24.0% $197.3 million $37.49 1.239
</TABLE>

In considering these analyses, BancBoston Robertson Stephens noted that
Market Guide shareholders would own approximately 19.06% of the shares of
Multex.com common stock to be outstanding after consummation of the merger
using the treasury stock method and 20.15% based upon all Market Guide shares
and options outstanding.

Blended Revenue Multiple Analysis. Based upon the above relative contribution
analysis, BancBoston Robertson Stephens also analyzed the post merger blended
revenue multiples for the combined company and the premium/(discount) of such
blended revenue multiples to the multiples of Multex.com's total capitalization
to its projected revenues. The following table summarizes the results of such
analysis:

<TABLE>
<CAPTION>
Multiple of Total
Capitalization Relative Revenue
to Revenue Contribution Post Merger Blended Revenue Multiple
----------------- ---------------- ----------------------------------------------------------
Premium Premium Premium
(Discount) (Discount) (Discount)
Market Market CY to Multex.com CY to Multex.com CY to Multex.com
Multex.com Guide Multex.com Guide 1999 Multiple 2000 Multiple 2001 Multiple
---------- ------ ---------- ------ ----- ------------- ----- ------------- ---- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CY 1999................. 23.2x 10.2x 69.5% 30.5% 19.2x (17.1%) 9.7x (14.3%) 6.2x (11.9%)
CY 2000................. 11.3x 6.0x 73.4% 26.6% 19.7x (14.9%) 9.9x (12.5%) 6.3x (10.4%)
CY 2001................. 7.1x 4.3x 76.0% 24.0% 20.1x (13.5%) 10.1x (11.3%) 6.4x ( 9.4%)
</TABLE>

Comparable Companies Analysis. Using publicly available information,
BancBoston Robertson Stephens analyzed, among other things, the total
capitalization and trading multiples of Market Guide and selected publicly
traded companies that have similar business and operating profiles, including:

Financial Data Providers

. Factset Research Systems, Inc.
. PC Quote, Inc.
. Omega Research
. Telescan, Inc.

Internet Financial Companies

. About.com
. Marketwatch.com
. The Street.com
. Edgar Online Inc.

Multiples compared by BancBoston Robertson Stephens included total
capitalization to revenues or estimated revenues for calendar years 1998, 1999
and 2000 and total capitalization to earnings before interest and taxes
("EBIT") or estimated EBIT for calendar years 1998, 1999 and 2000. All
multiples were based on closing stock prices as of June 21, 1999.

43
<PAGE>

Using the ranges of multiples set forth in the table below that BancBoston
Robertson Stephens derived from multiples for the comparable companies, the
following Market Guide equity values, Market Guide equity values per share and
exchange ratios are implied:

<TABLE>
<CAPTION>
Implied
Implied Market Market Guide Implied
Guide equity equity value Exchange
Multiple Range value per share ratio
-------------- ----------------- ------------- -----------
<S> <C> <C> <C> <C>
1999 Revenues....... 10.0x-20.0x $119-$236 million $22.53-$44.85 0.745-1.483
2000 Revenues....... 6.0x-12.0x $120-$239 million $22.83-$45.45 0.755-1.502
1999 EBIT........... 30.0x-60.0x $ 92-$183 million $17.47-$34.73 0.578-1.148
2000 EBIT........... 15.0x-30.0x $123-$245 million $23.37-$46.54 0.773-1.539
</TABLE>

BancBoston Robertson Stephens also applied a typical control premium of 25.0%
- --50.0% to the results of the foregoing analysis, which implied the following
Market Guide equity values, equity values per share and exchange ratios:

<TABLE>
<CAPTION>
Implied
Implied Market Market Guide Implied
Multiple Guide equity equity value Exchange
Range value per share ratio
----------- ----------------- ------------- -----------
<S> <C> <C> <C> <C>
1999 Revenues........... 25.0%-50.0% $148-$354 million $28.16-$67.28 0.931-2.224
2000 Revenues........... 25.0%-50.0% $150-$359 million $28.53-$68.18 0.943-2.254
1999 EBIT............... 25.0%-50.0% $115-$274 million $21.84-$52.10 0.722-1.722
2000 EBIT............... 25.0%-50.0% $154-$367 million $29.22-$69.81 0.966-2.308
</TABLE>

Precedent Transaction Analysis. Using publicly available information,
BancBoston Robertson Stephens analyzed the consideration offered and the
implied transaction value multiples paid or proposed to be paid in selected
acquisition transactions in the financial data management industry and the
Internet content and service industry, including:

Financial Data Management Industry

. BigCharts.com/MarketWatch.com (April 30, 1999)
. INVESTools Inc./Telescan Inc. (April 27, 1999)
. The Takeover Stock Report/Thomson Financial Services (April 12, 1999)
. Extel Company Fundamental Data Business/Primark Corporation (February 22,
1999)
. A-T Financial Information/Primark Corporation (February 5, 1999)
. NetRoadshow/Broadcast.com (January 28, 1999)
. Porvenir, Inc./Thomson Financial Services (January 7, 1999)
. Chase Global Data & Research/Thomson Financial Services (October 1, 1998)

Internet Content and Service Industry

. TeleB@nc Financial/E*Trade (June 1, 1999)
. Broadcast.com/Yahoo! (April 1, 1999)
. Geocities/Yahoo! (January 28, 1999)
. Excite/@Home (January 19, 1999)
. Netscape/AOL (November 24, 1998)
. N2K/CDnow (October 23, 1998)
. CKS Group, Inc./USWeb Corporation (September 2, 1998)

In analyzing these "precedent transactions," BancBoston Robertson Stephens
compared, among other things, the total consideration in such transactions as a
multiple of the preceding twelve months ("LTM") revenues, next twelve months
("NTM") estimated revenues and estimated calendar year 2000 revenues. All
multiples for the precedent transactions were based on public information
available at the time of the announcement. Based on this information and other
publicly available information, the following table

44
<PAGE>

illustrates the implied Market Guide equity valuations, Market Guide equity
valuations per share and exchange ratios derived from applying a range of
multiples that BancBoston Robertson Stephens derived from the precedent
transactions:

<TABLE>
<CAPTION>
Implied
Implied Market Market Guide Implied
Guide equity equity value exchange
Multiple range valuation per share ratio
-------------- ----------------- ------------- -----------
<S> <C> <C> <C> <C>
Financial Data
Management Industry:
LTM revenues.......... 16.0x-28.0x $142-$248 million $27.01-$47.12 0.893-1.558
Internet Content and
Services Industry:
LTM revenues.......... 10.0x-30.0x $ 89-$266 million $16.96-$50.47 0.561-1.669
NTM revenues.......... 6.0x-22.0x $ 72-$260 million $13.60-$49.32 0.450-1.630
CY2000 revenues....... 4.0x-12.0x $ 80-$239 million $15.29-$45.45 0.505-1.502
</TABLE>

No company, business or transaction compared in the comparable companies
analysis or precedent transaction analysis is identical to Market Guide or
Multex.com. Accordingly, an analysis of the results of the foregoing is not
entirely mathematical; rather it involves complex considerations and judgments
concerning differences in financial and operating characteristics and other
factors that could affect the acquisition, public trading and other values of
the comparable companies, precedent transactions or the business segment,
company or transactions to which they are being compared.

Pro Forma Analyses. BancBoston Robertson Stephens analyzed certain pro forma
effects resulting from the merger, including, among other things, the impact of
the merger on the projected revenues per share of the combined company for
fiscal years 1999 and 2000. The following table summarizes the results of such
analysis:

<TABLE>
<S> <C>
Fiscal Year 1999 estimated revenue per share accretion.............. 17.8%
Fiscal Year 2000 estimated revenue per share accretion.............. 11.5%
</TABLE>

The actual results achieved by the combined company may vary from projected
results and the variations may be material.

Other Factors and Comparative Analyses. In rendering its opinion, BancBoston
Robertson Stephens considered certain other factors and conducted certain other
comparative analyses, including, among other things a review of:

. the history of trading prices and volume for Market Guide common stock
for the period from June 19, 1998 to June 21, 1999 and for Multex.com
common stock for the period from March 17, 1999 to June 21, 1999; and

. selected published analysts' reports on Market Guide and Multex.com,
including analysts' estimates as to the earnings growth potential of
Market Guide and Multex.com.

While the foregoing summary describes certain analyses and factors that
BancBoston Robertson Stephens deemed material in its presentation to the
Multex.com board, it is not a comprehensive description of all analyses and
factors considered by BancBoston Robertson Stephens. The preparation of a
fairness opinion is a complex process that involves various determinations as
to the most appropriate and relevant methods of financial analysis and the
application of these methods to the particular circumstances and, therefore,
such an opinion is not readily susceptible to summary description. BancBoston
Robertson Stephens believes that its analyses must be considered as a whole and
that selecting portions of its analyses and of the factors considered by it,
without considering all analyses and factors, would create an incomplete view
of the evaluation process underlying the BancBoston Robertson Stephens opinion.
Several analytical methodologies were employed and no one method of analysis
should be regarded as critical to the overall conclusion reached by BancBoston
Robertson Stephens. Each analytical technique has inherent strengths and
weaknesses, and the nature of the available information may further affect the
value of particular techniques. The conclusions reached by

45
<PAGE>

BancBoston Robertson Stephens are based on all analyses and factors taken as a
whole and also on application of BancBoston Robertson Stephens' own experience
and judgment. Such conclusions may involve significant elements of subjective
judgment and qualitative analysis. BancBoston Robertson Stephens therefore
gives no opinion as to the value or merit standing alone of any one or more
parts of the analysis it performed. In performing its analyses, BancBoston
Robertson Stephens considered general economic, market and financial conditions
and other matters, many of which are beyond the control of Market Guide and
Multex.com. The analyses performed by BancBoston Robertson Stephens are not
necessarily indicative of actual values or future results, which may be
significantly more or less favorable than those suggested by such analyses.
Accordingly, analyses relating to the value of a business do not purport to be
appraisals or to reflect the prices at which the business actually may be
purchased. Furthermore, no opinion is being expressed as to the prices at which
shares of Market Guide common stock or Multex.com common stock may be traded at
any future time.

The engagement letter between BancBoston Robertson Stephens and Multex.com
provides that, for its services, BancBoston Robertson Stephens is entitled to
receive a transaction fee equal to 1.25% of the aggregate transaction value
payable upon completion of the merger and a fee of $250,000 payable upon
delivery of the BancBoston Robertson Stephens opinion, which fee shall be
credited against the transaction fee. Multex.com has also agreed to reimburse
BancBoston Robertson Stephens for certain of its out-of-pocket expenses,
including legal fees, and to indemnify and hold harmless BancBoston Robertson
Stephens and its affiliates and any director, employee or agent of BancBoston
Robertson Stephens or any of its affiliates, or any person controlling
BancBoston Robertson Stephens or its affiliates for certain losses, claims,
damages, expenses and liabilities relating to or arising out of services
provided by BancBoston Robertson Stephens as financial advisor to Multex.com.
The terms of the fee arrangement with BancBoston Robertson Stephens, which
Multex.com and BancBoston Robertson Stephens believe are customary in
transactions of this nature, were negotiated at arm's length between Multex.com
and BancBoston Robertson Stephens, and the Multex.com board was aware of such
fee arrangements, including the fact that a significant portion of the fees
payable to BancBoston Robertson Stephens is contingent upon completion of the
merger. BancBoston Robertson Stephens has provided certain investment banking
services to Multex.com for which it has been paid fees, including acting as
lead manager for Multex.com's initial public offering. BancBoston Robertson
Stephens maintains a market in the shares of Multex.com common stock and Market
Guide common stock. In the ordinary course of its business, BancBoston
Robertson Stephens may trade in Multex.com's securities and Market Guide's
securities for its own account and the account of its customers and,
accordingly, may at any time hold a long or short position in Multex.com's
securities or Market Guide's securities.

BancBoston Robertson Stephens was retained based on BancBoston Robertson
Stephens' experience as a financial advisor in connection with mergers and
acquisitions and in securities valuations generally, as well as BancBoston
Robertson Stephens' investment banking relationship and familiarity with
Multex.com.

BancBoston Robertson Stephens is an internationally recognized investment
banking firm. As part of its investment banking business, BancBoston Robertson
Stephens is frequently engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of securities, private placements and
other purposes.

Market Guide

Market Guide asked DLJ, in its role as financial advisor to Market Guide, to
render an opinion to the Market Guide board as to the fairness, from a
financial point of view, to the holders of Market Guide common stock of the
consideration to be received by such holders in the merger. On June 23, 1999,
DLJ delivered to the Market Guide board its written opinion, dated June 22,
1999, to the effect that, as of such date, based on and subject to the
assumptions, limitations and qualifications set forth in such written opinion,
the consideration to be received in the merger by the holders of Market Guide
common stock was fair to such holders from a financial point of view.

The full text of DLJ's opinion is attached as Appendix V to this joint proxy
statement/prospectus. The summary of DLJ's opinion set forth in this joint
proxy statement/prospectus is qualified in its entirety by

46
<PAGE>

reference to the full text of DLJ's opinion. Market Guide stockholders are
urged to read DLJ's opinion carefully and in its entirety for the procedures
followed, assumptions made, other matters considered and limits of the review
by DLJ in connection with such opinion.

DLJ's opinion was prepared for the Market Guide board and was directed only
to the fairness to the holders of Market Guide common stock from a financial
point of view, as of the date thereof, of the consideration to be received by
such holders. DLJ expressed no opinion as to the prices at which Multex.com
common stock or Market Guide common stock would actually trade at any time.
DLJ's opinion did not address the relative merits of the merger and the other
business strategies considered by the Market Guide board nor did it address the
Market Guide board's decision to proceed with the merger. DLJ's opinion did not
constitute a recommendation to any Market Guide stockholder as to how such
stockholder should vote on the merger.

Market Guide selected DLJ as its financial advisor because DLJ is an
internationally recognized investment banking firm that has substantial
experience providing strategic advisory services. DLJ was not retained as an
advisor or agent to the stockholders of Market Guide or any other person. As
part of its investment banking business, DLJ is regularly engaged in the
valuation of businesses and securities in connection with mergers,
acquisitions, underwritings, sales and distributions of listed and unlisted
securities, private placements and valuations for corporate and other purposes.
Market Guide did not impose any restrictions or limitations upon DLJ with
respect to the investigations made or the procedures followed by DLJ in
rendering its opinion.

In arriving at its opinion, DLJ reviewed the draft dated June 22, 1999 of the
merger agreement and assumed the final form of the merger agreement would not
vary in any respect material to DLJ's analysis. DLJ also reviewed financial and
other information that was publicly available or furnished to it by Market
Guide and Multex.com, including information provided during discussions with
their respective managements. Included in the information provided during
discussions with the respective managements were certain financial projections
of Market Guide for the period beginning March 1, 1999 and ending February 28,
2002, together with certain growth assumptions of Market Guide for the period
beginning March 1, 2002 and ending February 28, 2004, prepared by the
management of Market Guide and certain financial projections of Multex.com for
the period beginning January 1, 1999 and ending December 31, 2002 prepared by
the management of Multex.com. In addition, DLJ reviewed the historical stock
prices and trading volumes of Market Guide common stock and Multex.com common
stock, reviewed prices and premiums paid in certain other business combinations
and conducted such other financial studies, analyses and investigations as DLJ
deemed appropriate for purposes of rendering its opinion.

In rendering its opinion, DLJ relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available
to it from public sources, that was provided to it by Market Guide, Multex.com,
or their respective representatives, or that was otherwise reviewed by DLJ.
With respect to the financial projections and assumptions supplied to DLJ, DLJ
assumed that they were reasonably prepared on the basis reflecting the best
currently available estimates and judgments of the management of Market Guide
and Multex.com as to the future operating and financial performance of Market
Guide and Multex.com, respectively. DLJ expressed no opinion with respect to
such projections, forecasts and analyses or the assumptions upon which they
were based. DLJ did not assume responsibility for making any independent
evaluation of the assets or liabilities, or for making any independent
verification of the information reviewed by DLJ.

DLJ's opinion was necessarily based on economic, market, financial and other
conditions as they existed on, and on the information made available to DLJ as
of, the date of its opinion. DLJ states in its opinion that, although
subsequent developments may affect its opinion, DLJ does not have any
obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses Performed by DLJ. The following is a summary of
the financial analyses presented by DLJ to the Market Guide board of directors
on June 21, 1999 in connection with the preparation of DLJ's opinion.

47
<PAGE>

Common Stock Trading History. DLJ examined the historical closing prices of
Market Guide common stock from June 19, 1998 to June 21, 1999. During this time
period, Market Guide common stock reached a high of $27.25 per share and a low
of $3.50 per share. DLJ also examined the historical closing prices of
Multex.com common stock from March 18, 1999 to June 21, 1999. During this time
period, Multex.com common stock reached a high of $71.50 per share and a low of
$22.13 per share. This information was presented solely to provide the Market
Guide board of directors with background information on the stock prices of
Market Guide and Multex.com over the periods indicated.

Comparable Publicly Traded Company Analysis. DLJ analyzed the market values
and trading multiples of selected publicly traded financial information service
providers. These comparable companies consisted of:

1.Barra, Inc.

2.The Dun & Bradstreet Corporation;

3.FactSet Research Systems Inc.;

4.Primark Corporation;

5.Reuters Group plc;

6.The Thomson Corporation; and

7.Value Line, Inc.

In examining these comparable companies, DLJ calculated the enterprise value
of each company as a multiple of its respective: (i) projected calendar year
1999 and 2000 revenue and (ii) projected calendar year 1999 and 2000 EBITDA.
The enterprise value of a company is equal to the value of its fully-diluted
common equity plus debt and the liquidation value of outstanding preferred
stock, if any, minus cash and the value of certain other assets, including
minority interests in other entities. EBITDA means earnings before interest
expense, income taxes, depreciation and amortization. Projected calendar year
1999 and 2000 revenue and EBITDA for the comparable companies were obtained
from Wall Street research reports where available. DLJ's analysis of the
comparable companies yielded the following: projected revenue multiples for the
calendar year 1999 ranging from 1.6x to 8.5x; projected revenue multiples for
the calendar year 2000 ranging from 1.5x to 6.8x; projected EBITDA multiples
for the calendar year 1999 ranging from 7.4x to 21.1x; and projected EBITDA
multiples for the calendar year 2000 ranging from 6.9x to 16.4x. Based on an
analysis of this data and Market Guide's projected results for comparable
periods, DLJ estimated a value per share of Market Guide common stock ranging
from $20.00 to $25.00.

Precedent Merger and Acquisition Transaction Analysis. DLJ reviewed ten
selected acquisitions involving financial service information providers:

1.Telescan, Inc./INVESTools, Inc.;

2.United News & Media plc/CMP Media Inc.;

3.New Generation Foods, Inc./CreditRisk Monitor division of Market Guide
Inc.;

4.Desktop Data, Inc./Individual, Inc.;

5.MAID plc/Knight-Ridder, Inc.;

6.Primark Corporation/WEFA Holdings, Inc.;

7.Primark Corporation/Baseline Financial Services, Inc.;

8.Primark Corporation/ICV Limited;

9.Primark Corporation/Disclosure Incorporated, I/B/E/S Inc. and 50% stake
in Worldscope; and

10.Datastream International Limited/Vestek Systems, Inc.

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<PAGE>

In examining these acquisitions, DLJ calculated the enterprise value of the
acquired company implied by each of these transactions as a multiple of LTM
revenue. LTM means last reported twelve months. DLJ's analysis of these
comparable acquisitions yielded an LTM revenue multiple ranging from 1.0x to
16.4x. Based on an analysis of this data and Market Guide's historical and
projected operating results, DLJ estimated a value per share of Market Guide
common stock ranging from $22.00 to $29.00.

Discounted Cash Flow Analysis. DLJ performed a DCF analysis of the projected
cash flows of Market Guide for the fiscal years ending February 28, 2000
through February 23, 2004, using projections and growth assumptions provided by
the management of Market Guide. DCF means discounted cash flow. The DCFs for
Market Guide were estimated using discount rates ranging from 13% to 17%, based
on estimates of and judgments related to the weighted average costs of capital
of Market Guide, and terminal multiples of estimated earnings before interest
and taxes for Market Guide's fiscal year ending February 28, 2004 ranging from
9.0x to 12.0x. Based on this analysis, DLJ estimated a value per share of
Market Guide common stock ranging from $30.00 to $35.00.

Premiums Paid Analysis. DLJ determined the premium over the common stock
trading prices for one day, one week and four weeks prior to the announcement
date in all merger and acquisition transactions of U.S. public companies
ranging from $100 million to $200 million in size announced between June 1,
1997 and June 18, 1999. Premiums for these transactions were obtained from
Securities Data Company. The median premiums for the selected transactions over
the common stock trading prices for one day, one week and four weeks prior to
the announcement date were 22.6%, 22.1% and 27.0%, respectively. Applying the
above premiums to the closing price of Market Guide on comparable days, DLJ
estimated a value per share of Market Guide common stock ranging from $20.00 to
$26.00.

No company or transaction used in the above analyses is directly comparable
to Market Guide or the contemplated transaction. In addition, mathematical
analysis such as determining the mean or median is not in itself a meaningful
method of using selected company or transaction data. The analyses performed by
DLJ are not necessarily indicative of actual values or future results, which
may be significantly more or less favorable than suggested by such analyses.

Pro Forma Financial Impact Analysis. Using projections provided by the
management of Market Guide and Multex.com, DLJ compared the projected revenue
per share, gross profit per share and EPS of Multex.com for 1999 and 2000 on a
stand-alone basis to the projected pro forma revenue per share, gross profit
per share and EPS for 1999 and 2000 of the combined company after the merger.
EPS means earnings per share. This analysis showed that with or without
synergies, the merger would be accretive to the revenue per share, gross profit
per share and EPS of holders of Multex.com common stock in both 1999 and 2000.

The summary set forth above does not purport to be a complete description of
the analyses performed by DLJ but describes, in summary form, the material
elements of the presentation made by DLJ to the Market Guide board on June 21,
1999. The preparation of a fairness opinion involves various determinations as
to the most appropriate and relevant methods of financial analysis and the
application of these methods to the particular circumstances and, therefore,
such an opinion is not readily susceptible to summary description. Each of the
analyses conducted by DLJ was carried out in order to provide a different
perspective on the transaction and to add to the total mix of information
available. DLJ did not form a conclusion as to whether any individual analysis,
considered in isolation, supported or failed to support an opinion as to
fairness from a financial point of view. Rather, in reaching its conclusion,
DLJ considered the results of the analyses in light of each other and
ultimately reached its opinion based on the results of all analyses taken as a
whole. DLJ did not place any particular reliance or weight on any individual
analysis, but instead concluded that its analyses, taken as a whole, supported
its determination. Accordingly, notwithstanding the separate factors summarized
above, DLJ has indicated to Market Guide that it believes that its analyses
must be considered as a whole and that selecting portions of its analyses and
the factors considered by it, without considering all analyses and factors,
could create an incomplete view of the evaluation process underlying its
opinion. The analyses performed by DLJ are not necessarily indicative of actual
values or future results, which may be significantly more or less favorable
than suggested by such analyses.

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<PAGE>

Engagement Letter. Pursuant to the terms of an engagement agreement dated
April 1, 1999, as amended on June 23, 1999, Market Guide (1) has paid DLJ (a) a
retainer fee of $50,000 and (b) a fee of $500,000 when DLJ notified Market
Guide that DLJ was prepared to deliver its opinion and (2) Market Guide will
pay DLJ $2.875 million in connection with the consummation of the merger. The
fees previously paid to DLJ pursuant to clause (1) of the first sentence of
this paragraph will be deducted from any fee to which DLJ is entitled upon
consummation of the merger. In addition, Market Guide agreed to reimburse DLJ,
upon request by DLJ from time to time, for all out-of-pocket expenses
(including the reasonable fees and expenses of counsel) incurred by DLJ in
connection with its engagement thereunder and to indemnify DLJ and certain
related persons against certain liabilities in connection with its engagement,
including liabilities under U.S. federal securities laws. DLJ and Market Guide
negotiated the terms of the fee arrangement.

Other Relationships. In the ordinary course of business, DLJ and its
affiliates may own or actively trade the securities of Market Guide and
Multex.com for their own accounts and for the accounts of their customers and,
accordingly, may at any time hold a long or short position in Market Guide or
Multex.com securities. An affiliate of DLJ currently has an indirect investment
in Multex.com of approximately $160,000. In addition, DLJ, as part of its
investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes.

Interests of Certain Persons in the Merger

Upon consummation of the merger, it is anticipated that the directors and
officers of Market Guide and their affiliates will beneficially own
approximately 8.5% of the then outstanding shares of Multex.com common stock,
calculated on the basis set forth under the heading "Principal Shareholders of
Market Guide."

Under the merger agreement, at the consummation of the merger, each Market
Guide stock option which is outstanding and unexercised immediately prior to
the effective time of the merger, will be assumed by Multex.com and converted
into a Multex.com stock option to purchase shares of Multex.com common stock in
such number and at such exercise price as provided below and otherwise having
the same terms and conditions (subject to certain exceptions) as in effect
immediately prior to the effective time: (i) the number of shares of Multex.com
common stock to be subject to the new Multex.com stock option shall be equal to
the number of shares of Market Guide common stock subject to the original
Market Guide stock option immediately prior to the effective time; and (ii) the
exercise price per share of Multex.com common stock under the new Multex.com
stock option shall be equal to the exercise price per share of Market Guide
common stock in effect under the original Market Guide stock option immediately
prior to the effective time. See "Principal Shareholders of Market Guide" for a
description of the outstanding Market Guide stock options that will become
Multex.com stock options upon consummation of the merger.

The merger agreement provides that Market Guide shall be entitled to
designate one individual to Multex.com's board of directors, who shall be
entitled to serve from the effective time of the merger until his successor
shall be duly elected and qualified. It is anticipated that Homi M. Byramji,
President, Chief Executive Officer and Treasurer of Market Guide, will be
elected to serve as a director of Multex.com following consummation of the
merger.

Multex.com has agreed to indemnify present and former officers and directors
of Market Guide against any costs or expenses, judgments, fines, losses,
claims, damages or liabilities arising out of or pertaining to matters relating
to their service as such an officer or director existing or occurring at or
prior to the effective time (including, without limitation, the transactions
contemplated by the merger agreement) whether asserted or claimed prior to, at
or after the effective time, to the fullest extent that Market Guide would have
been permitted under applicable law and its charter documents to indemnify such
persons. The merger agreement provides that all rights to indemnification for
present and former officers and directors of Market Guide shall survive the
merger and continue in full force and effect for a period of not less than six
years from the effective time. Multex.com also has agreed to maintain insurance
for Market Guide's directors and officers equivalent to Market Guide's current
directors' and officers' liability insurance for not less than five years after
the effective time, subject to certain limitations.

50
<PAGE>

As a result of the foregoing, the directors and executive officers of Market
Guide may be more likely to approve the merger than Market Guide shareholders
generally.

Certain Federal Income Tax Considerations

The following discussion describes the material federal income tax
considerations relevant to the exchange of shares of Market Guide common stock
for Multex.com common stock pursuant to the merger that are generally
applicable to holders of Market Guide common stock. This discussion is based on
currently existing provisions of the Internal Revenue Code, existing and
proposed treasury regulations thereunder and current administrative rulings and
court decisions, all of which are subject to change. Any such change, which may
or may not be retroactive, could alter the tax consequences to Market Guide
shareholders as described herein.

Market Guide shareholders should be aware that this discussion does not deal
with all federal income tax considerations that may be relevant to particular
Market Guide shareholders in light of their particular circumstances, such as
shareholders who:

. are dealers in securities;

. are subject to the alternative minimum tax provisions of the Internal
Revenue Code;

. are foreign persons;

. do not hold their Market Guide common stock as capital assets; or

. acquired their shares in connection with stock option or stock purchase
plans or in other compensatory transactions.

In addition, the following discussion does not address the tax consequences
of the merger under foreign, state or local tax laws, the tax consequences of
transactions effectuated prior or subsequent to, or concurrently with, the
merger (whether or not any such transactions are undertaken in connection with
the merger), including without limitation any transaction in which shares of
Market Guide common stock are acquired or shares of Multex.com common stock are
disposed of, or the tax consequences of the assumption by Multex.com of Market
Guide stock options or the tax consequences of the receipt of rights to acquire
Multex.com common stock. Accordingly, Market Guide shareholders are urged to
consult their own tax advisors as to the specific tax consequences to them of
the merger, including the applicable federal, state, local and foreign tax
consequences.

The merger is intended to constitute a reorganization within the meaning of
the Internal Revenue Code. If the merger does qualify as a reorganization,
then, subject to the limitations and qualifications referred to herein, the
merger will generally result in the following federal income tax consequences
to Market Guide shareholders:

. No gain or loss will be recognized by holders of Market Guide common
stock solely upon their receipt of Multex.com common stock in exchange
for Market Guide common stock in the merger.

. The aggregate tax basis of the Multex.com common stock received by Market
Guide shareholders in the merger will be the same as the aggregate tax
basis of the Market Guide common stock surrendered in exchange therefor.

. The holding period of the Multex.com common stock received by each Market
Guide shareholder in the merger will include the period for which the
Market Guide common stock surrendered in exchange therefor was considered
to be held, provided that the Market Guide common stock so surrendered is
held as a capital asset at the time of the merger.

The parties are not requesting and will not request a ruling from the
Internal Revenue Service as to the tax consequences of the merger. It is a
condition to completion of the merger that Market Guide use its reasonable best
efforts to obtain an opinion from Willkie Farr & Gallagher to the effect that
the merger will constitute a

51
<PAGE>

reorganization within the meaning of the Internal Revenue Code. Market Guide
shareholders should be aware that this tax opinion does not bind the Internal
Revenue Service and the Internal Revenue Service is therefore not precluded
from successfully asserting a contrary opinion. This tax opinion will be
subject to certain assumptions and qualifications, including but not limited to
the truth and accuracy of certain representations made by Multex.com.

A successful IRS challenge to the reorganization status of the merger would
result in Market Guide shareholders recognizing taxable gain or loss with
respect to each share of Market Guide common stock surrendered equal to the
difference between each shareholder's basis in such share and the fair market
value, as of the effective time, of the Multex.com common stock received in
exchange therefor. In such event, a stockholder's aggregate basis in the
Multex.com common stock so received would equal its fair market value as of the
closing date of the merger, and the stockholder's holding period for such stock
would begin the day after the merger.

The acceleration of the vesting of options upon execution of the merger
agreement for certain employees of Market Guide will result in "excess
parachute payments" as defined in Section 280G of the Internal Revenue Code.
Excess parachute payments are not deductible in accordance with Section 280G.
As a result, Multex.com will not be entitled to a tax deduction for the amounts
determined to be excess parachute payments.

Anticipated Accounting Treatment

We intend to account for the merger as a pooling of interests, which means
that Market Guide and Multex.com will be treated as if they had previously been
combined for accounting and financial reporting purposes. It is a condition to
completion of the merger that the independent auditors for Multex.com and
Market Guide advise in writing that the combined company can account for the
merger as a pooling of interests. Under the pooling-of-interests method of
accounting, each of the parties' historical recorded assets and liabilities
will be carried forward to the combined company at their recorded amounts. In
addition, the operating results of the combined company will include both
parties' operating results for the entire fiscal year in which the merger is
completed and the parties' historical reported operating results for prior
periods will be combined and restated as the operating results of the combined
company.

Dissenters' Rights

Sections 623 and 910 of the New York Business Corporation Law (NYBCL) provide
that if the merger is consummated, Market Guide shareholders who object to the
merger and who follow the procedures specified in Section 623 will have the
right to receive cash payment of the fair value of their shares. A copy of each
of Section 623 and Section 910 of the NYBCL is attached to this joint proxy
statement/prospectus as Appendix VI. THE EXPRESS PROCEDURES OF NEW YORK LAW
MUST BE FOLLOWED PRECISELY; IF THEY ARE NOT, SHAREHOLDERS MAY LOSE THEIR RIGHT
TO APPRAISAL OF THEIR SHARES AND PAYMENT OF THE "FAIR VALUE" THEREOF. AS
DESCRIBED MORE FULLY BELOW, SUCH "FAIR VALUE" WOULD POTENTIALLY BE DETERMINED
IN JUDICIAL PROCEEDINGS, THE RESULT OF WHICH CANNOT BE PREDICTED. THERE CAN BE
NO ASSURANCE THAT SHAREHOLDERS EXERCISING DISSENTERS' RIGHTS OF APPRAISAL WILL
RECEIVE CONSIDERATION EQUAL TO OR GREATER THAN THE VALUE OF MULTEX.COM COMMON
STOCK TO BE OWNED BY THEM FOLLOWING CONSUMMATION OF THE MERGER.

THE STATUTORY PROCEDURES OUTLINED BELOW ARE COMPLEX. SHAREHOLDERS WISHING TO
EXERCISE THEIR DISSENTERS' RIGHTS SHOULD CONSULT THEIR OWN LEGAL ADVISORS.

Any Market Guide shareholder who is entitled to vote on the merger will have
the right to receive cash payment of the fair value of his or her shares and
the other rights and benefits provided in Section 623 if such

52
<PAGE>

shareholder does not vote in favor of the merger and (before the applicable
vote of shareholders on the merger) files with Market Guide written objection
to the merger, including in that written objection notice of his or her
election to dissent, his or her name and residence address, the number of
shares as to which he or she dissents, and a demand for payment of the fair
value of such shares if the merger is consummated. A vote against the merger
will not satisfy the requirement of filing a written objection. Failure to vote
against the merger will not waive a shareholder's right to payment if the
shareholder has filed a written objection and has not voted in favor of the
merger. If a shareholder abstains from voting on the merger, this will not
waive dissenter's rights so long as the appropriate written objection to the
merger is properly and timely filed. All notices of election to dissent should
be addressed to Jeffrey S. Geisenheimer, Corporate Secretary, Market Guide
Inc., 2001 Marcus Avenue, Suite South 200, Lake Success, NY 11042-1011.

Within ten days after the vote of shareholders authorizing the merger, Market
Guide must give written notice of such authorization to each such dissenting
shareholder. Within 20 days after the giving of such notice, any shareholder
from whom written objection was not required and who elects to dissent from the
merger must file with Market Guide written notice of such election, stating (i)
the shareholder's name and residence address, (ii) the number and class of
shares of Market Guide common stock as to which dissent is made and (iii) a
demand for payment of the fair value of such shares if the merger is
consummated. A shareholder may not dissent as to less than all of his or her
shares, held by him or her of record, that he or she owns beneficially. A
nominee or fiduciary may not dissent on behalf of any beneficial owner of
shares as to fewer than all of said shares of such owner held of record by such
nominee or fiduciary.

Upon consummation of the merger, a dissenting shareholder will cease to have
any rights of a shareholder, except the right to be paid the fair value of his
or her dissenting shares. A shareholder's notice of election may be withdrawn
at any time prior to his or her acceptance in writing of an offer to purchase
his or her dissenting shares by Market Guide in accordance with the provisions
set forth in the following paragraph, but in no case may such notice of
election be withdrawn later than 60 days after the consummation of the merger
except that if Market Guide fails to make a timely offer, the time for
withdrawing a notice of election will be extended until 60 days from the date
an offer is made. Upon expiration of such time, withdrawal of a notice of
election will require the consent of Market Guide. At the time of filing of the
notice of election to dissent or within one month thereafter, a dissenting
shareholder must submit the certificates representing his or her dissenting
shares to Market Guide, or its transfer agent, which shall note conspicuously
on the certificates that such notice of election has been filed, and will then
return the certificates to the shareholder. Any shareholder who fails to submit
his or her certificates for such notation within 45 days from the date of
filing such notice of election to dissent will lose his or her dissenter's
rights unless a court, for good cause shown, otherwise directs.

Within 15 days after the expiration of the period within which shareholders
may file their notices of election to dissent, or within 15 days after the
consummation of the merger, whichever is later (but in no case later than 90
days after the shareholders' vote authorizing the merger), Market Guide must
make a written offer by registered mail to each shareholder who has filed such
notice of election to pay for his or her dissenting shares at a specified price
which Market Guide considers to be the fair value and, if the merger has been
consummated, must accompany such offer by advance payment to each shareholder
who has submitted his or her certificates of an amount equal to 80% of the
amount of such offer. Such offer must be made at the same price per share to
all the dissenting shareholders of Market Guide. If, within 30 days after the
making of such offer, Market Guide and any dissenting shareholders agree on the
price to be paid for dissenting shares, the balance of payment therefor must be
made within 60 days after the making of such offer or the consummation of the
merger, whichever is later, and upon surrender of the certificates representing
such shares.

If Market Guide fails to make such offer within the 15 day period described
above, or if it makes the offer and any dissenting shareholder fails to agree
within the period of 30 days thereafter upon the price to be paid for his or
her shares, Market Guide is required within 20 days after the expiration of
whichever is the applicable of the two periods to institute a special
proceeding in the Supreme Court of the State of New York, County of Nassau, to
determine the rights of dissenting shareholders and to fix the fair value of
their dissenting shares. If Market Guide fails to institute such proceeding
within such 20 day period, any dissenting shareholder

53
<PAGE>

may institute a proceeding for the same purpose not later than 30 days after
the expiration of such 20 day period. If the dissenting shareholder does not
institute such a proceeding within such 30 day period, his or her dissenter's
rights are lost unless the court, for good cause shown, otherwise directs.

During each proceeding, the court will determine whether each dissenting
shareholder is entitled to receive payment for his or her shares and, if so,
will fix the value of such shares as of the close of business on the day prior
to the shareholders vote authorizing the merger, taking into consideration the
nature of the merger transaction giving rise to the shareholder's right to
receive payment for his or her dissenting shares and other relevant factors.
The court will also award interest on such amount to be paid from the
consummation of the merger to the date of payment unless the court finds that a
shareholder's refusal to accept an offer for payment was arbitrary, vexatious,
or otherwise not in good faith. Each party to such proceeding will bear its own
costs unless the court finds that such refusal by any shareholder was
arbitrary, vexatious, or otherwise not in good faith, in which case Market
Guide's costs will be assessed against such shareholder. The court, in its
discretion, may also apportion or assess any part of the dissenting
shareholder's costs against Market Guide if it finds that the fair value of the
shares determined materially exceeds the amount which Market Guide offered to
pay, or that no offer or advance payment was made by Market Guide, or that
Market Guide failed to institute such special proceeding, or that the actions
of Market Guide in complying with its obligations under Section 623 were
arbitrary, vexatious, or otherwise not in good faith. Within 60 days following
the final determination of the applicable proceeding, Market Guide shall pay to
each dissenting shareholder the amount found to be due him or her upon the
shareholder's surrender of all certificates representing dissenting shares.

The enforcement by a shareholder of his or her right to receive payment for
shares in accordance with Section 623 excludes the enforcement by such
shareholder of any other right to which he or she might otherwise be entitled
by virtue of his or her ownership of shares (unless such shareholder withdraws
his or her notice of election as provided in Section 623 or the merger is
abandoned), except that such shareholder will retain the right to bring or
maintain an appropriate action to obtain relief on the grounds that the merger
will be or is unlawful or fraudulent as to him or her.

We have been informed by our accountants that they may not be able to deliver
letters confirming that the merger can properly be accounted for as a pooling
of interests if holders of more than 10% of Market Guide's common stock
exercise dissenters' rights; as the delivery of such letters is a condition to
completion of the merger, the exercise of dissenters' rights by the holders of
more than 10% of Market Guide's common stock may result in termination of the
merger agreement.

Listing of Multex.com Common Stock to be Issued in the Merger

The filing of an application with the Nasdaq National Market for the listing
of the shares of Multex.com common stock to be issued in the merger and the
shares of Multex.com common stock to be reserved for issuance in connection
with the assumption of outstanding Market Guide stock options is a condition to
the consummation of the merger.

Restrictions on Sale of Shares By Affiliates of Multex.com and Market Guide

The shares of Multex.com common stock to be issued in connection with the
merger will be registered under the Securities Act and will be freely
transferable under the Securities Act, except for shares of Multex.com common
stock issued to any person who is deemed to be an affiliate of either
Multex.com or Market Guide at the time of the special meetings. Persons who may
be deemed to be affiliates include individuals or entities that control, are
controlled by, or are under common control of either Multex.com or Market Guide
and may include some of the officers, directors, or principal shareholders of
Multex.com or Market Guide. Affiliates may not sell their shares of Multex.com
common stock acquired in connection with the merger except pursuant to:

. an effective registration statement under the Securities Act covering the
resale of those shares;

. an exemption under paragraph (d) of Rule 145 under the Securities Act; or

54
<PAGE>

. another applicable exemption under the Securities Act.

Operations Following the Merger

Following the merger, Market Guide will operate as a wholly owned subsidiary
of Multex.com. Upon consummation of the merger, it is anticipated that the sole
member of Market Guide's board will be Isaak Karaev. Multex.com and Market
Guide have agreed that Market Guide shall be entitled to designate one member
of Multex.com's board of directors. The shareholders of Market Guide will
become stockholders of Multex.com, and their rights as stockholders will be
governed by Multex.com's certificate of incorporation, Multex.com's bylaws and
the laws of the State of Delaware.

55
<PAGE>

PRICE RANGES OF SECURITIES

Multex.com Market Price Data

<TABLE>
<CAPTION>
High Low
------- -------
<S> <C> <C>
Calendar Year 1999
First Quarter (commencing on March 17, 1999)............ $66.375 $25.625
Second Quarter.......................................... 71.50 22.125
Third Quarter (through August 16, 1999)................. 28.625 14.00
</TABLE>

Market Guide Market Price Data

<TABLE>
<CAPTION>
High Low
------- -------
Calendar Year 1997
<S> <C> <C>
First Quarter.......................................... $ 4.75 $ 3.00
Second Quarter......................................... 3.75 2.25
Third Quarter.......................................... 3.50 2.375
Fourth Quarter......................................... 3.50 1.75
<CAPTION>
Calendar Year 1998
<S> <C> <C>
First Quarter.......................................... $ 3.125 $ 2.50
Second Quarter......................................... 29.50 2.875
Third Quarter.......................................... 10.125 4.00
Fourth Quarter......................................... 14.44 3.50
<CAPTION>
Calendar Year 1999
<S> <C> <C>
First Quarter.......................................... $21.00 $10.50
Second Quarter......................................... 27.25 13.00
Third Quarter (through August 16, 1999)................ 24.25 13.00
</TABLE>

Recent Closing Prices

On June 22, 1999, the last trading day before announcement of the proposed
merger, the closing price per share of Multex.com common stock on the Nasdaq
National Market was $29.00, and the closing price per share of Market Guide
common stock on the Nasdaq SmallCap Market was $23.00. On June 16, 1999, five
business days before announcement of the proposed merger, the closing price per
share of Multex.com common stock on the Nasdaq National Market was $27.00, and
the closing price per share of Market Guide common stock on the Nasdaq SmallCap
Market was $19.125. On August 16, 1999, the latest practicable trading day
before the printing of this joint proxy statement/prospectus, the closing
prices per share of Multex.com common stock and Market Guide common stock on
the Nasdaq National Market and Nasdaq SmallCap Market were $18.875 and $16.875,
respectively.

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<PAGE>

SELECTED HISTORICAL FINANCIAL DATA OF MULTEX.COM

The following selected historical financial data is qualified by reference
to, and should be read in conjunction with, the historical financial statements
of Multex.com and the notes thereto beginning on page F-1 to this joint proxy
statement/prospectus. The selected financial data of Multex.com as of December
31, 1997 and 1998 and for each of the three years in the period ended December
31, 1998 have been derived from the financial statements of Multex.com which
have been audited by Ernst & Young LLP, independent auditors. The data as of
June 30, 1999 and for the six months ended June 30, 1998 and 1999 have been
derived from Multex.com's unaudited financial statements that have been
prepared on the same basis as the audited financial statements and, in the
opinion of Multex.com's management, include all adjustments, consisting only of
normal recurring accruals, necessary for a fair presentation of the financial
data for the periods presented. The financial data for the interim periods are
not necessarily indicative of results that may be expected for any other
interim period or for the year as a whole.

<TABLE>
<CAPTION>
Six Months Ended
Year ended December 31, June 30,
----------------------------------------------------- ---------------------
1994 1995 1996 1997 1998 1998 1999
--------- --------- --------- --------- --------- --------- ----------
Statement of Operations
Data: (unaudited)
(in thousands, except share and per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $ 2,155 $ 1,005 $ 2,647 $ 6,014 $ 13,182 $ 5,829 $ 11,141
Costs of revenues....... 752 404 810 1,232 2,895 1,446 2,840
--------- --------- --------- --------- --------- --------- ----------
Gross profit............ 1,403 601 1,837 4,782 10,287 4,383 8,301
Operating expenses
Sales and marketing.... 943 1,892 2,339 3,507 7,622 2,498 8,396
Research and
development........... 975 1,520 1,415 1,601 2,180 953 1,599
General and
administrative........ 1,553 2,709 4,553 7,836 9,386 4,383 6,214
--------- --------- --------- --------- --------- --------- ----------
Total operating
expenses............ 3,471 6,121 8,307 12,944 19,188 7,834 16,209
--------- --------- --------- --------- --------- --------- ----------
Loss from operations.... (2,068) (5,520) (6,470) (8,162) (8,901) (3,451) (7,908)
Net interest income
(expense).............. 52 26 60 125 (126) (140) 980
Other income (expense).. 23 -- -- -- (716) 125 --
--------- --------- --------- --------- --------- --------- ----------
Net loss................ (1,993) (5,494) (6,410) (8,037) (9,743) (3,466) (6,928)
========= ========= ========= ========= ========= ========= ==========
Basic and diluted net
loss per share......... (1.18) (3.13) (3.86) (4.69) (4.36) (1.81) (0.59)
========= ========= ========= ========= ========= ========= ==========
Shares used in
calculating net loss
per share--basic and
diluted................ 1,884,794 1,961,141 2,021,919 2,179,261 2,846,963 2,639,371 13,673,379
</TABLE>

<TABLE>
<CAPTION>
As of December 31, As of
---------------------------------------------- June 30,
1994 1995 1996 1997 1998 1999
------- ------- -------- -------- -------- -----------
Balance Sheet Data: (unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents, and
marketable securities.. $ 4,975 $ 255 $ 8,730 $ 10,197 $ 22,332 $58,122
Working capital
(deficit).............. 4,803 (1,487) 7,249 8,021 19,736 54,227
Total assets............ 6,295 2,799 12,548 14,733 27,968 69,105
Deferred revenues....... -- 286 1,085 1,447 2,683 4,746
Long-term debt.......... 340 717 1,384 1,053 -- --
Convertible preferred
stock.................. 8,146 8,798 25,066 37,234 59,860 --
Total stockholders'
(deficit) equity....... (2,657) (8,791) (16,601) (26,750) (37,215) 58,457
</TABLE>

57
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF MULTEX.COM

The following discussion of the Financial Condition and Results of Operations
of Multex.com contains forward-looking statements within the meaning of Section
27a of the Securities Act of 1993 and Section 21e of the Securities Exchange
Act of 1934. Multex.com's actual results and timing of certain events could
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 joint proxy statement/prospectus.

Overview

Multex.com is a leading provider of online investment research and
information services designed to meet the needs of individual and institutional
investors, including investment banks, brokerage firms and corporations. We
offer four main services as follows:

. MultexNET, which was launched in June 1996;

. MultexEXPRESS, which was launched in January 1997;

. Multex Research-On-Demand, which was launched in April 1997; and

. Multex Investor Network, which was launched in November 1998.

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 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
corporations, financial institutions and advisors, and institutional 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. Multex Investor Network gives individual investors who
register as members access to a range of financial reports and services,
including research reports on a pay-per-view basis, over the Internet from a
majority of the contributors to MultexNET. Multex Investor Network also
includes banner advertising and sponsorship advertising throughout the site.
Sponsors to Multex Investor Network include full-service brokerage firms and
other financial institutions interested in attracting individual investors to
their products, services and brands.

Revenues from subscriptions to MultexNET and MultexEXPRESS are recognized in
equal installments over the term of the subscription. Revenues from Multex
Research-On-Demand and pay-per-view transactions on Multex Investor Network are
recognized upon sale. Revenues from sponsorships to Multex Investor Network are
recognized in equal installments over the term of the sponsorship. Some of the
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, Multex Research-On-Demand and Multex Investor Network are
expensed as and when incurred. We pay distribution fees to our distributors
and, with respect to Multex Research-On-Demand and pay-per-view transactions on
Multex Investor Network, royalties to the investment banks, brokerage firms or
third-party research providers that authored the research.

On March 17, 1999, we completed our initial public offering of 3,450,000
shares of common stock, of which 3,283,500 shares were issued and sold by
Multex.com, at a price of $14.00 per share. The net proceeds of approximately
$41.6 million from the initial public offering were added to our working
capital. Pending use of the proceeds, we have invested the funds in short term,
interest bearing investment grade obligations.

We continue to expand our operations and have grown from 149 employees at
December 31, 1998 to 187 employees at June 30, 1999. We expect to add
additional personnel both in the United States and abroad as our

58
<PAGE>

operations expand. We currently expect to significantly increase our operating
expenses both on an absolute basis and as a percentage of revenues in order to
expand our sales and marketing operations, to continue to expand
internationally and to continuously upgrade and enhance our services and
technologies. As a result of these and other factors, there can be no assurance
that we will not incur significant losses on a quarterly and annual basis for
the foreseeable future.

We have incurred significant losses since our inception, and as of June 30,
1999 had an accumulated deficit of $39.1 million. In addition, we have recorded
cumulative deferred compensation of $1.9 million, which represents the
difference between the exercise price of stock options for shares of common
stock granted to some of our employees and the fair market value of our common
stock at the date of grant. Of the total deferred compensation amount, $465,000
was amortized prior to December 31,1998 and $240,000 was amortized during the
six months ended June 30, 1999. The remaining deferred compensation amount will
be amortized over the remaining vesting periods of the related options. We
believe that period-to-period comparisons of our 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 our subscribers and distributors have accounted for a
substantial majority of our revenues. For the year ended December 31, 1998,
Merrill Lynch accounted for 9.7% of our consolidated revenues, and for the six
months ended June 30, 1999, Merrill Lynch accounted for 13.4% of our
consolidated revenues. The loss of Merrill Lynch, or any of our other
subscribers or distributors, could have a material and adverse effect on our
business, results of operations and financial condition.

Recent Developments

Market Guide Acquisition

On June 23, 1999, Multex.com announced that it had signed a definitive
agreement with Market Guide Inc. for Multex.com to acquire Market Guide, a
leading provider of financial information on the Internet. The transaction is
structured as a merger of a newly formed subsidiary with and into Market Guide,
with Market Guide shareholders receiving approximately 5.6 million shares of
Multex.com stock.

Market Guide is an industry-leading Internet provider of value-added
financial content for both individual investors and institutional investors,
covering over 12,000 publicly traded companies. Following the consummation of
the acquisition, Market Guide expects to make Multex.com's investment research
and earnings estimates available through its Web site,
http://www.marketguide.com, as well as through its over 100 leading Internet
distribution partners, which include leading brands such as America Online,
Ameritrade, Bridge Information Systems, CBS MarketWatch, Charles Schwab & Co.,
CNNfn, E-Trade, FactSet Research Systems, Reuters, The Motley Fool, The
Street.com, Wall Street Journal Interactive, Waterhouse Securities and Yahoo!.

The acquisition will enable Multex.com to leverage Market Guide's extensive
Internet distribution network, unique financial content and brand. In addition,
the acquisition will allow Multex.com to substantially increase the quantity
and scope of its proprietary financial content and analysis, strengthening the
Company's position as a leading online investment research network for
individual and institutional investors. Multex.com expects to integrate Market
Guide's proprietary financial databases into all its Internet research
services, including MultexNET, MultexEXPRESS, Multex Research-on-Demand and
Multex Investor Network.

Under the terms of the merger agreement, Market Guide shareholders will
receive one share of Multex.com stock for each outstanding share of Market
Guide stock. The acquisition, which is expected to close during the fourth
quarter of 1999, has been approved by both companies' Boards of Directors and
is subject to customary conditions including approval by the stockholders of
Multex.com and Market Guide. Multex.com, Inc. expects to account for this
transaction under the pooling method of accounting. Market Guide, Inc. will
retain its key management and be operated as a wholly owned subsidiary of
Multex.com, Inc.

59
<PAGE>

In addition to continuing to serve as Market Guide's President and CEO, Homi
Byramji is expected to join Multex.com's Board of Directors.

Intuit Transaction

In April 1999, Multex.com entered into an agreement with Intuit, Inc.
Pursuant to this agreement, for a period of two years, Multex.com will be the
exclusive provider of commingled broker research to Intuit's Quicken.com Web
site and Quicken.com's partner Web sites--Excite, AOL.com, Webcrawler and
Prodigy Internet.

Yahoo! Transaction

In August 1999, Multex.com entered into an agreement with Yahoo! Inc.
Pursuant to this agreement, Multex.com will become the premier provider of
access to brokerage research on the Yahoo! Finance Web site through February
2000, with the possibility of extension.

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>
Six Months
Ended June
Year Ended December 31, 30,
----------------------------- -------------
1996 1997 1998 1998 1999
-------- -------- ------- ----- -----
<S> <C> <C> <C> <C> <C>
Revenues....................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues............... 30.6 20.5 22.0 24.8 25.5
-------- -------- ------- ----- -----
Gross profit................... 69.4 79.5 78.0 75.2 74.5
Operating expenses:
Sales and marketing.......... 88.4 58.3 57.8 42.8 75.4
Research and development..... 53.5 26.6 16.5 16.4 14.3
General and administrative... 172.0 130.3 71.2 75.2 55.8
-------- -------- ------- ----- -----
Total operating expenses..... 313.9 215.2 145.5 134.4 145.5
-------- -------- ------- ----- -----
Loss from operations........... (244.5) (135.7) (67.5) (59.2) (71.0)
Net interest income (expense).. 2.3 2.1 (1.0) (2.4) 8.8
Other income (expense)......... -- -- (5.4) 2.1 --
-------- -------- ------- ----- -----
Net loss....................... (242.2)% (133.6)% (73.9)% (59.5)% (62.2)%
======== ======== ======= ===== =====
</TABLE>

Three and Six Months Ended June 30, 1999 and 1998

Revenues

Multex.com'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 and sales of sponsorships, advertising and investment
research through the Multex Investor Network. We also provide 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 our clients,
we have acquired equipment for resale.

Revenues increased 96.4% to $6.1 million in the three months ended June 30,
1999 from $3.1 million in the equivalent period in 1998. Revenues increased
91.1% to $11.1 million in the six months ended June 30, 1999 from $5.8 million
in the equivalent period in 1998. The increase in revenues in this period was
due to an

60
<PAGE>

increase in demand for all of our products and from revenues generated by the
Multex Investor Network, which was launched in November 1998.

Cost of Revenues

Cost of revenues consists of fees payable to distributors of MultexNet and
Multex Research-On-Demand, royalties payable to the authors of investment
research offered through Multex Research-On-Demand and Multex Investor Network,
fees payable to web sites for making the Multex Investor Network available to
their users, web site development costs of MultexEXPRESS customers,
telecommunications costs, and, on occasion, the cost of equipment purchased and
resold to our clients.

Cost of revenues increased 101.5% to $1.5 million in the three months ended
June 30, 1999 from $752,000 in the equivalent period in 1998. Cost of revenues
increased 96.4% to $2.8 million in the six months ended June 30, 1999 from $1.4
million in the equivalent period in 1998. As a percentage of revenues, cost of
revenues increased to 24.8% in the three months ended June 30, 1999 from 24.1%
in the equivalent period in 1998. As a percentage of revenues, cost of revenues
increased to 25.5% in the six months ended June 30, 1999 from 24.8% in the
equivalent period in 1998. The increase in cost of revenues in dollar terms in
the six months ended June 30, 1999 was primarily due to the increased demand
for all of our products and from fees payable as a result of revenues generated
by the Multex Investor Network. The gross margin for the three and the six
months ended June 30, 1999 was slightly less than that achieved for the
equivalent period in 1998 due to lower margins being achieved on the
distribution of certain of our services, specifically the distribution of
MultexNET through Reuters, offset by the fact that no sales of equipment
occurred in the first six months of 1999, unlike the equivalent period in 1998.
Such equipment sales are conducted at relatively low gross margins.

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 246% to
$4.6 million in the three months ended June 30, 1999 from $1.3 million in the
equivalent period in 1998. As a percentage of revenues, sales and marketing
expenses increased to 75.5% in the three months ended June 30, 1999 from 42.8%
in the equivalent period in 1998. Sales and marketing expenses increased 236%
to $8.4 million in the six months ended June 30, 1999 from $2.5 million in the
equivalent period in 1998. As a percentage of revenues, sales and marketing
expenses increased to 75.4% in the six months ended June 30, 1999 from 42.9% in
the equivalent period in 1998. The increase in sales and marketing expenses in
dollar terms in both the three and six months ended June 30, 1999 was due to an
expansion of our sales force, both domestically and internationally, increased
marketing activities, including the complete redesign of our marketing
materials, and in particular, significant expenditure to increase the brand
awareness of the Multex Investor Network. We expect sales and marketing
expenses to increase significantly in dollar terms as we continue to expand the
Multex Investor Network, increase brand awareness, hire additional sales and
marketing personnel, and expand internationally.

Research and Development. Research and development expenses consist primarily
of salaries and benefits. Research and development expenses increased to
$867,000 in the three months ended June 30, 1999 from $513,000 in the
equivalent period in 1998, representing an increase of 69.1%. As a percentage
of revenues, research and development expenses decreased to 14.2% in the three
months ended June 30, 1999 from 16.5% in the equivalent period in 1998.
Research and development expenses increased to $1.6 million in the six months
ended June 30, 1999 from $953,000 in the equivalent period in 1998,
representing an increase of 67.9%. As a percentage of revenues, research and
development expenses decreased to 14.3% in the six months ended June 30, 1999
from 16.4% in the equivalent period in 1998. The increase in research and
development expenses in dollar terms was primarily due to an increase in the
number of developers employed. We believe that continued investment in product
development is critical to attaining our strategic objectives and, as a result,
expect research and development expenses to increase significantly in dollar
terms in future periods.

61
<PAGE>

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 31.1% to $3.1 million in the three months ended June 30, 1999 from
$2.4 million in the equivalent period in 1998. As a percentage of revenues,
general and administrative expenses decreased to 51.0% in the three months
ended June 30, 1999 from 76.4% in the equivalent period in 1998. General and
administrative expenses increased 41.8% to $6.2 million in the six months ended
June 30, 1999 from $4.4 million in the equivalent period in 1998. As a
percentage of revenues, general and administrative expenses decreased to 55.8%
in the six months ended June 30, 1999 from 75.2% in the equivalent period in
1998. The increase in general and administrative expenses in dollar terms in
both the three and six months ended June 30, 1999 was primarily due to
increased personnel, professional service fees and facility expenses necessary
to support our domestic and international growth. We expect that general and
administrative expenses will increase in future periods as we hire additional
personnel and incur additional costs related to the growth of our business and
our operations as a public company.

Loss from Operations

As described above, we have invested heavily in establishing a brand name for
our services, expanding internationally, continuing to develop new services and
maintaining our technological advantage, and increasing the number of our
employees as we seek to increase our market share. For the foregoing reasons,
loss from operations increased 115% to $4.0 million in the three months ended
June 30, 1999 from $1.9 million in the equivalent period in 1998. As a
percentage of revenues, loss from operations was 65.4% in the three months
ended June 30, 1999 and 59.8% in the equivalent period in 1998. For the same
foregoing reasons, loss from operations increased 129% to $7.9 million in the
six months ended June 30, 1999 from $3.5 million in the equivalent period in
1998. As a percentage of revenues, loss from operations was 71% in the six
months ended June 30, 1999 and 59.2% in the equivalent period in 1998.

Interest Income (Expense) and Other Income

Net interest income was $712,000 in the three months ended June 30, 1999 as
compared to net interest income of $56,000 in the equivalent period in 1998.
Net interest income was $980,000 in the six months ended June 30, 1999 as
compared to net interest expense of $140,000 in the equivalent period in 1998.
The changes in net interest income/expense are attributable to the changes in
cash available for investing and fluctuations in borrowings. In the six months
ended June 30, 1998, a gain on the sale of leased equipment of $125,000 was
realized. There was no comparable transaction in the equivalent period in 1999.

Net Loss

The Company recorded a net loss of $3.3 million and $1.8 million for the
three months ended June 30, 1999 and 1998, respectively, or $0.15 and $0.88 per
share, respectively. The Company recorded a net loss of $6.9 million and $3.5
million for the six months ended June 30, 1999 and 1998, respectively, or $0.59
and $1.81 per share, respectively. The increase in the net loss was primarily
due to our investing heavily in establishing a brand name for our services,
expanding internationally, continuing to develop new services and maintaining
our technological advantage, and increasing the number of our employees as we
seek to increase our market share.

The Company computed a pro forma loss per share that assumes that all shares
of common stock outstanding at June 30, 1999 and 1998 were outstanding from
January 1, 1999 and 1998, respectively, and also assumes that all stock options
outstanding at June 30, 1999 and 1998 were exercised on January 1, 1999 and
1998, respectively, and assumes the conversion of all redeemable preferred
stock into 14,861,112 shares of the Company's common stock at January 1, 1998.

62
<PAGE>

Years Ended December 31, 1998, 1997 and 1996

Revenues

Multex.com'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. We also provide 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 our clients, we have acquired
equipment for resale. To date, we have not derived significant revenues from
international operations.

Total revenues increased 119.2% to $13.2 million in 1998 from $6.0 million in
1997, and increased 127.2% in 1997 from $2.6 million in 1996. The increase in
revenues in 1998 was primarily due to several factors: a significant increase
in the number of institutions and individuals using our pay-per-view service,
Multex Research-On-Demand, and the availability of that service for all of
1998, as compared to 1997, when the availability commenced in April; an
increase in the number of installations utilizing MultexEXPRESS to distribute
their proprietary research to their employees and customers, combined with the
fact that 18 of these installations were revenue-producing for all of 1998, as
compared to only four that were revenue-producing for all of 1997; an increase
in the number of MultexNET users, primarily as a result of the addition of
Reuters as a distribution channel; and the launch of Multex Investor Network in
November 1998. The increase in revenues in 1997 was primarily due to increased
demand for MultexNET, and the introduction of MultexEXPRESS and Multex
Research-On-Demand.

Cost of Revenues

Cost of revenues consists primarily of fees payable to distributors of
MultexNet and Multex Research-On-Demand, royalties payable to the authors of
investment research offered through Multex Research-On-Demand and Multex
Investor Network, Web site development costs of MultexEXPRESS customers,
purchases of equipment for resale and telecommunications costs.

Cost of revenues increased 135.0% to $2.9 million in 1998 from $1.2 million
in 1997, and increased 52.2% in 1997 from $809,000 in 1996. As a percentage of
revenues, cost of revenues increased to 22.0% in 1998 from 20.5% in 1997 and
increased to 30.6% in 1996. The increase in cost of revenues in dollar terms in
each period was primarily due to royalty and distribution fee payments as a
result of increased sales of Multex Research-On-Demand, the increased cost of
equipment purchased for resale, increased Web site development costs resulting
from the increased number of MultexEXPRESS installations, and additional
telecommunications charges resulting from increased sales of subscriptions for
MultexNET and MultexEXPRESS. We incurred approximately $1.7 million of royalty
and distribution expense in the year ended December 31, 1998 as compared to
approximately $450,000 in the year ended December 31, 1997. The gross margin
for the year ended December 31, 1998 was slightly less than that achieved for
the year ended December 31, 1997 due to higher margins achieved on the sale of
our services due to raising the prices of various services and improved
operating efficiencies, which was more than offset by the lower margins
associated with Multex Research-On-Demand sales and equipment resales. Cost of
revenues as a percentage of revenues decreased from 1996 to 1997 as we have
been able to raise the prices of our services and improve operating
efficiencies. We have also reduced the proportion of our revenues resulting
from equipment resales, which have significantly lower margins as compared to
revenues generated by our services.

Operating Expenses

63
<PAGE>

each period was due to an expansion of our sales force both domestically and
internationally, and increased marketing activities, including the complete
redesign of our marketing materials and additional costs resulting from
commencing and expanding our international marketing efforts. We expect sales
and marketing expenses to increase significantly in dollar terms as we continue
to expand the Multex Investor Network, increase brand awareness, hire
additional sales and marketing personnel, and expand internationally.

Research and Development. Research and development expenses consist primarily
of salaries and benefits. Research and development expenses increased to $2.2
million in 1998 from $1.6 million in 1997, and increased from $1.4 million in
1996, representing an increase of 36.2% in 1998 and a decrease of 13.1% in
1997. As a percentage of revenues, research and development expenses decreased
to 16.5% in 1998 from 26.6% in 1997 and 53.5% in 1996. The increase in research
and development expenses in dollar terms was primarily due to an increase in
the number of developers employed by us, salary increases and, following the
acquisition of our Multex Data Group subsidiary in March 1998, approximately
$234,000 of expenses in 1998 incurred by developers based at Multex Data Group.
We believe that continued investment in product development is critical to
attaining our strategic objectives and, as a result, expect research and
development expenses to increase significantly in dollar terms 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 19.8% to $9.4 million in 1998 from $7.8 million in 1997, and
increased 72.1% in 1997 from $4.6 million in 1996. As a percentage of revenues,
general and administrative expenses decreased to 71.2% in 1998 from 130.3% and
172.0% in 1997 and 1996, 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 our domestic and international growth, including costs associated
with our London and Multex Data Group offices of approximately $800,000 and
$680,000, respectively, in the year ended December 31, 1998, as compared to
approximately $600,000 and $0, respectively, in the year ended December 31,
1997. We expect that general and administrative expenses will increase in
future periods as we hire additional personnel and incur additional costs
related to the growth of our business and our operations as a public company.

Loss from Operations

Interest Income (Expense) and Other Income

Net interest expense was $126,000 in 1998 as compared to net interest income
of $125,000 in 1997, which was 108% higher than net interest income of $60,000
in 1996. The changes in net interest income/expense are attributable to the
changes in cash available for investing and fluctuations in borrowings.

Income Taxes

At December 31, 1998, we had net operating loss carryforwards of
approximately $26,200,000 and research and development credits of approximately
$700,000 for income tax purposes that expire in 2009 through 2013. The
utilization of approximately $15,600,000 and $400,000 of these 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.

64
<PAGE>

Selected Unaudited Quarterly Results of Operations
The following table sets forth unaudited quarterly statement of operations
data for each of the ten quarters ended June 30, 1999. In the opinion of
management, the unaudited financial results include all adjustments, consisting
only of normal recurring adjustments, necessary for the fair presentation of
our consolidated results of operations for those periods. The consolidated
quarterly data should be read in conjunction with the audited Consolidated
Financial Statements 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, June 30, Sept. 30, Dec. 31, Mar. 31,
1997 1997 1997 1997 1998 1998 1998 1998 1999
-------- -------- --------- -------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(in thousands)
Revenues.............. $ 950 $ 1,212 $ 1,404 $ 2,448 $ 2,714 $ 3,115 $ 3,492 $3,861 $ 5,025
Cost of revenues...... 242 284 302 404 694 752 684 765 1,325
------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit.......... 708 928 1,102 2,044 2,020 2,363 2,808 3,096 3,700
Operating expenses:
Sales and marketing.. 652 943 733 1,179 1,164 1,334 1,819 3,305 3,780
Research and
development......... 370 393 423 415 440 513 573 654 733
General and
administrative...... 1,932 1,849 1,875 2,180 2,004 2,379 2,380 2,623 3,095
------- ------- ------- ------- ------- ------- ------- ------- -------
Total operating
expenses........... 2,954 3,185 3,031 3,774 3,608 4,226 4,772 6,582 7,608
------- ------- ------- ------- ------- ------- ------- ------- -------
Loss from operations.. (2,246) (2,257) (1,929) (1,730) (1,588) (1,863) (1,964) (3,486) (3,908)
Net interest income
(expense)............ 23 (5) 39 68 (196) 56 54 (40) 268
Other income
(expense)............ -- -- -- -- 125 -- (841) -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Net loss.............. $(2,223) $(2,262) $(1,890) $(1,662) $(1,659) $(1,807) $(2,751) $(3,526) $(3,640)
======= ======= ======= ======= ======= ======= ======= ======= =======
<CAPTION>
Percentage of Total Revenues
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues...... 25.5 23.4 21.5 16.5 25.6 24.1 19.6 19.8 26.4
------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit.......... 74.5 76.6 78.5 83.5 74.4 75.9 80.4 80.2 73.6
Operating expenses:
Sales and marketing.. 68.7 77.8 52.2 48.2 42.9 42.8 52.1 85.6 75.2
Research and
development......... 38.9 32.4 30.1 16.9 16.2 16.5 16.4 16.9 14.6
General and
administrative...... 203.3 152.6 133.6 89.1 73.8 76.4 68.1 68.0 61.6
------- ------- ------- ------- ------- ------- ------- ------- -------
Total operating
expenses........... 310.9 262.8 215.9 154.2 132.9 135.7 136.6 170.5 151.4
------- ------- ------- ------- ------- ------- ------- ------- -------
Loss from operations.. (236.4) (186.2) (137.4) (70.7) (58.5) (59.8) (56.2) (90.3) (77.8)
Net interest income
(expense)............ 2.5 (0.4) 2.8 2.7 (7.2) 1.8 1.5 (1.0) 5.3
Other income
(expense)............ -- -- -- -- 4.6 -- (24.1) -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Net loss.............. (233.9)% (186.6)% (134.6)% (68.0)% (61.1)% (58.0)% (78.8)% (91.3)% (72.5)%
======= ======= ======= ======= ======= ======= ======= ======= =======
<CAPTION>
June 30,
1999
----------
<S> <C> <C>
Revenues.............. $6,116
Cost of revenues...... 1,515
----------
Gross profit.......... 4,601
Operating expenses:
Sales and marketing.. 4,615
Research and
development......... 867
General and
administrative...... 3,119
----------
Total operating
expenses........... 8,601
----------
Loss from operations.. (4,000)
Net interest income
(expense)............ 712
Other income
(expense)............ --
----------
Net loss.............. $(3,288)
==========
<CAPTION>
<S> <C> <C>
Revenues.............. 100.0%
Cost of revenues...... 24.8
----------
Gross profit.......... 75.2
Operating expenses:
Sales and marketing.. 75.5
Research and
development......... 14.2
General and
administrative...... 50.9
----------
Total operating
expenses........... 140.6
----------
Loss from operations.. (65.4)
Net interest income
(expense)............ 11.6
Other income
(expense)............ --
----------
Net loss.............. (53.8)%
==========
</TABLE>

Our 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 increased purchases of
the Multex Research-On-Demand service, which was launched in April 1997. Our
gross margins fluctuate due to several factors. Increased prices and improved
operating efficiencies lead to an increase in

65
<PAGE>

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 we have significant amounts of equipment resale transactions,
including, for example, 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.

Our 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 these fluctuations have included and may
include, among other factors, demand for our services, the size and timing of
both new and renewal subscriptions, the number, timing and significance of new
services introduced by us and our competitors, our ability 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 our 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 and adverse
effect on our business, results of operation and financial condition, and makes
the prediction of results of operations on a quarterly basis unreliable. See
"Risk Factors--Fluctuations in Multex.com's operating results may negatively
impact our stock price".

Liquidity And Capital Resources

We have financed our operations primarily through the sale of equity
securities as we have not generated cash flow from operations since our
inception. Through June 30, 1999, we have received an aggregate of $94.3
million in net proceeds from the sale of five series of convertible preferred
stock and our initial public offering. At June 30, 1999, we had $21.6 million
of cash and cash equivalents. Our principal commitments consist of obligations
under operating leases.

Net cash used in operating activities was $4.9 million in the six months
ended June 30, 1999, and $1.8 million in the equivalent period in 1998. The
principal use of cash for all periods was to fund our losses from operations.

Net cash used in investing activities was $18.3 million in the six months
ended June 30, 1999, as compared to net cash provided by investing activities
of $6 million in the equivalent period in 1998. Cash used in investing
activities was primarily related to purchases of marketable securities and cash
generated by investing activities was primarily related to the sale of
marketable securities and equipment.

Net cash provided by financing activities was $42.5 million in the six months
ended June 30, 1999, and net cash used by financing activities was $1.4 million
for the equivalent period in 1998. Net cash provided by and used by financing
activities primarily consisted of net proceeds from the sale of equity
securities in 1999 and borrowings under bank lines of credit, which were offset
in part by repayments of bank debt and lease obligations in 1998.

Although we have no material commitments for capital expenditures, we
anticipate that we will experience a substantial increase in our capital
expenditures and lease commitments consistent with our anticipated growth in
operations, infrastructure and personnel, including the implementation of an
off-site backup computer system and various capital expenditures associated
with expanding our facilities. We currently anticipate that we will continue to
experience significant growth in our operating expenses for the foreseeable
future and that our operating expenses will be a material use of our cash
resources. We believe that our existing cash, cash equivalents and marketable
securities, will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures at least for the next twelve months.

66
<PAGE>

Impact of the Year 2000

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 may recognize a date using "00" as the year 1900 rather than the year
2000. As a result, computer systems and/or software used by many companies and
governmental agencies may need to be upgraded to comply with Year 2000
requirements or risk system failure or miscalculations causing disruptions of
normal business activities.

State of Readiness. We have completed an assessment of the Year 2000
readiness of our information technology systems, including the hardware and
software that enable us to provide and deliver our MultexNET, MultexEXPRESS,
Multex Research-On-Demand and Multex Investor Network services, and our non-
information technology systems. Our assessment plan consisted of the following:

. quality assurance testing of our internally developed proprietary
software incorporated in our MultexNET, MultexEXPRESS, Multex Research-
On-Demand and Multex Investor Network services;

. contacting third-party vendors and licensors of material hardware,
software and services that are both directly and indirectly related to
the delivery of our MultexNET, MultexEXPRESS, Multex Research-On-Demand
and Multex Investor Network services;

. contacting providers of material non-information technology systems;

. assessment of repair or replacement requirements;

. repair or replacement;

. implementation; and

. creation of contingency plans in the event of Year 2000 failures.

We have performed a more comprehensive Year 2000 simulation on our software
incorporated in our MultexNET, MultexEXPRESS, Multex Research-On-Demand and
Multex Investor Network services. The results of testing showed that all of our
internal software and databases will perform correctly through Year 2000. In
addition, we have been informed by a vast majority of the third-party vendors
of material hardware and software components of our information technology
systems that the products used by us are currently Year 2000 compliant. Vendors
of our other material hardware and software components of our information
technology systems have provided assurances of their Year 2000 compliance. We
are currently assessing the materiality of our non-information technology
systems and all seeking assurances of Year 2000 compliance from providers of
material non-information technology systems. We intend to continue testing for
Year 2000 compliance through the remainder of 1999 and into Year 2000 to ensure
that ongoing operations will not jeopardize our Year 2000 compliance.

Costs. To date, we have not incurred any material costs in identifying or
evaluating Year 2000 compliance issues. Most of our expenses have related to,
and are expected to continue to relate to, the operating costs associated with
time spent by employees in the evaluation process and Year 2000 compliance
matters generally. Although we do not anticipate that additional expenses of
continued testing will be material, these expenses, if higher than anticipated,
could have a material and adverse effect on our business, results of operations
and financial condition.

Risks. We are not currently aware of any significant Year 2000 compliance
problems relating to our software for our product offerings or our information
technology or non-information technology systems that would have a material and
adverse effect on our business, results of operations and financial condition,
without taking into account our efforts to avoid or fix these problems.
However, because the nature of our business is highly dynamic, there can be no
assurance that we will not discover Year 2000 compliance problems in our
software for our product offerings that will require substantial revisions or
replacements. In addition, there can

67
<PAGE>

be no assurance that third-party software, hardware or services incorporated
into our material information technology and non-information technology systems
will not need to be revised or replaced, which could be time-consuming and
expensive. Our inability to fix our software for our product offerings or to
fix or replace third-party software, hardware or services on a timely basis
could result in lost revenues, increased operating costs and other business
interruptions, any of which could have a material and adverse effect on our
business, results of operations and financial condition. Moreover, the failure
to adequately address Year 2000 compliance issues in our information technology
and non-information technology systems could result in claims of mismanagement,
misrepresentation or breach of contract and related litigation, which could be
costly and time-consuming to defend.

In addition, there can be no assurance that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside our control will be Year 2000 compliant. The failure by these entities
to be Year 2000 compliant could result in a systemic failure beyond our
control, including, for example, a prolonged Internet, telecommunications or
electrical failure, which could also prevent us from delivering our MultexNET,
MultexEXPRESS, Multex Research-On-Demand and Multex Investor Network services,
decrease the use of the Internet or prevent users from accessing our MultexNET,
MultexEXPRESS, Multex Research-On-Demand and Multex Investor Network services,
any of which would have a material and adverse effect on our business, results
of operations and financial condition.

Contingency Plan. As discussed above and based on the results of our Year
2000 simulation testing and the responses received from third-party vendors and
service providers, we are engaged in an ongoing Year 2000 assessment and have
not developed any contingency plans.

Our inability to correct a significant Year 2000 problem, if one develops,
could result in an interruption in, or a failure of, certain of our normal
business activities or operations. In addition, a significant Year 2000 problem
concerning our database or the research reports and other information provided
to us by our research and information providers could cause our customers to
seek alternate providers of investment research or cause an unmanageable burden
on our customer service and technical support capabilities. Any material Year
2000 problem could require us to incur significant unanticipated expenses to
remedy and could divert our management's time and attention, either of which
could have a material and adverse effect on our business, results of operation
and financial condition.

68
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA OF MARKET GUIDE

The following selected historical financial data is qualified by reference
to, and should be read in conjunction with, the historical financial statements
of Market Guide and the notes thereto beginning on page F-24 to this joint
proxy statement/prospectus. The selected financial data of Market Guide as of
February 28, 1999 and for the year then ended have been derived from the
financial statements of Market Guide which have been audited by Ernst & Young
LLP, independent auditors. The selected financial data as of February 28, 1998
and the years ended February 28, 1998 and 1997 have been audited by Zerbo,
McKiernan & Zambito, L.L.C., independent auditors. The data as of May 31, 1999
and for the three months ended May 31, 1998 and 1999 have been derived from
Market Guide's unaudited financial statements that have been prepared on the
same basis as the audited financial statements and, in the opinion of Market
Guide's management, include all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation of the financial data for
the periods presented. The financial data for the interim periods are not
necessarily indicative of results that may be expected for any other interim
period or for the year as a whole.

<TABLE>
<CAPTION>
Three Months Ended
Year ended February 28 (29), May 31,
------------------------------------------------------ ---------------------
1995 1996 1997 1998 1999 1998 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------
(unaudited)
(in thousands, except share and per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Total revenues.......... $ 2,688 $ 4,000 $ 4,776 $ 6,603 $ 8,840 $ 2,061 $ 2,726
Income from continuing
operations............. 204 352 293 1,033 1,724 488 338
Income per share from
continuing operations--
diluted................ 0.05 0.08 0.07 0.22 0.35 0.10 0.07
Shares used in
calculation of income
per share--diluted..... 4,256,999 4,401,135 4,408,378 4,755,905 4,914,647 4,977,787 5,148,730
</TABLE>

<TABLE>
<CAPTION>
As of February 28 (29),
---------------------------------- As of May 31,
1995 1996 1997 1998 1999 1999
------ ------ ------ ------ ------ -------------
(unaudited)
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents.............. $ 695 $ 681 $1,231 $ 810 $1,838 $2,184
Working capital........... 7,867 974 1,448 861 2,222 2,576
Total assets.............. 2,603 3,472 5,229 6,072 8,013 8,729
Unearned revenues......... 203 163 249 556 693 686
Long-term debt and
obligations under capital
leases, excluding current
maturities............... 183 291 564 762 403 512
Stockholder's equity...... 1,709 2,159 3,848 3,832 5,890 6,283
</TABLE>

69
<PAGE>

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

The following discussion and analysis of Market Guide's fiscal quarter ended
May 31, 1999 and May 31, 1998 and fiscal years ended February 28, 1999,
February 28, 1998, and February 28, 1997 should be read in conjunction with the
historical financial statements of Market Guide and the notes thereto beginning
on page F-24 to this joint proxy statement/prospectus.

Results of Operations

For the three months ended May 31, 1999 compared to restated May 31, 1998

Total revenues for the first quarter ended May 31, 1999 increased 32% to
$2,725,657 compared to a restated $2,060,930 for the same period ended May 31,
1998. The growth in revenues reflects increases of 29% in database vendor sales
to $2,027,973 and 43% in Market Guide product sales to $685,962. Revenue gains
reflect increased business activity in all of Market Guide's distribution
channels. Traditional and Internet distribution arrangements increased 62% from
65 vendors in May 1998 to 105 vendors in May 1999. The majority of these new
agreements involve licensing of Market Guide's proprietary financial and
company content to Internet portals and financial web sites. Internet
advertising revenues increased 175% in response to a sharp rise in traffic on
the marketguide.com web site. Market Guide's advertising base currently
consists primarily of discount brokers and Internet financial web sites. In
future quarters, Market Guide plans to increase Internet advertising by
expanding its reach to non-financial advertisers as well. Print product
revenues, consisting mainly of the Market Guide--Select OTC Stock Edition,
increased 8% to $11,722, however Market Guide continues to de-emphasize this
product.

Total operating expenses increased 40% to $2,160,187 from $1,548,170 for the
same period ended May 31, 1998 reflecting higher costs of revenues and selling,
general, and administrative expenses.

Cost of revenues increased 55% to $1,050,356 compared to $675,515 in the same
period ended May 31, 1998. This increase reflects an increase in the number of
employees in Research, Product Development, and MIS, and higher third party
royalty payments for content displayed on the www.marketguide.com web site.
Data collection expense was also impacted by the effect of an approximate
$50,000 non-recurring research charge related to transitioning Market Guide's
internal data collection platform to a new database structure.

Selling, general and administrative expenses rose 24% to $784,125 compared to
$631,623 in the same period ended May 31, 1998. This increase is attributable
to higher selling expenses and increased overhead costs. Market Guide continues
to expand its sales and marketing effort to capture the increased demand for
Market Guide's products.

Depreciation and amortization expense increased 34% to $258,892 compared to
$192,761 in the same period ended May 31, 1998. Higher depreciation expense
reflects the acquisition of equipment to support Market Guide's expanding
Internet infrastructure and the purchase of additional computer equipment to
support a larger employee base. The increase in amortization expense reflects
Market Guide's completion at the end of April 1999 of its internal database
conversion project which is now being amortized over is estimated useful life.

Advertising and promotion costs increased 38% to $66,814 compared to $48,271
in the same period ended May 31, 1998. The rise in advertising and promotion
expenses is due to increased marketing literature, trade shows, travel, and
meals and entertainment costs.

Interest income rose 336% to $21,227 compared to $4,864 in the same period
ended May 31, 1998 due to higher cash balances. The majority of the increase in
cash and marketable securities was attributable to the sale of the CreditRisk
Monitor division in January 1999.

Interest expense decreased 9% to $22,894 compared to $25,206 in the same
period ended May 31, 1998.

70
<PAGE>

Income from continuing operations before income taxes increased 14% to
$563,803 compared to a restated $492,418 in the same period ended May 31, 1998.

Income tax expense increased from $4,719 in the quarter ended May 31, 1998 to
$225,521 in the quarter ended May 31, 1999. Market Guide's effective tax rate
rose to 40% in the first quarter ended May 31, 1999 compared to 1.0% in the
same period ended May 31, 1998.

As a result of the higher tax expenses, income from continuing operations
decreased 31% to $338,282 compared to $487,699 in the same period ended May 31,
1998.

Net income increased 54% to $338,282 compared to $219,169 in the same period
ended May 31, 1998. The increase in net income reflects the absence of losses
from any discontinued operations in the quarter ended May 31, 1999 compared to
losses from discontinued operations of $268,530 in the quarter ended May 31,
1998. As previously reported, Market Guide sold its CreditRisk Monitor division
to New Generation Foods, Inc. in January 1999 (In May 1999, New Generation
Foods, Inc. changed its name to CreditRiskMonitor.com, Inc.).

For the fiscal year ended February 28, 1999 compared to restated fiscal year
ended February 28, 1998

Total revenues for the fiscal year ended February 28, 1999 increased 34% to
$8,839,521. The growth in revenues reflects increases of 26% in database vendor
sales to $6,886,761 and of 73% in Market Guide product sales to $1,906,201. The
growth in revenue reflects the addition of 35 new vendors in the 1999 fiscal
year (95 vs. 60) primarily related to Internet redistribution and co-branded
relationships, growth in sales from several of Market Guide's institutional and
brokerage vendors, a 40% increase in Market Guide for Windows sales reflecting
greater market penetration, and an increase of more than 116% in direct
Internet revenue. Internet revenue benefited from a full year of advertising
revenues. Advertising revenue increased thirty-five fold and strong page view
growth was achieved at Market Guide's Internet site--www.marketguide.com. Print
product revenues, consisting mainly of the Market Guide--Select OTC Stock
Edition, decreased 9% to $46,559 as this product segment has been de-
emphasized.

Costs of revenue increased 33% to $3,061,807 reflecting additional costs
related to covering an increased number of companies in the Market Guide
Database as well as increased royalty payments to third party content
providers.

Selling, general and administrative expenses increased by a more moderate 16%
to $2,723,357. This increase was attributable to additional sales personnel and
recruitment costs, increased facilities expenses, additional costs related to a
four-fold increase in the number of current stockholders, and higher accounting
and professional fees.

Depreciation and amortization expense increased 22% to $845,719 reflecting
the acquisition of additional computer hardware, software and ancillary
equipment to support Market Guide's expanding Internet infrastructure and the
purchase of additional computer equipment to support a larger employee base.

Advertising and promotion costs decreased 6% to $151,005 reflecting Market
Guide's ability to transact more business via email as opposed to the
historical sales process of frequent visits to existing and potential
customers.

Interest income rose 52% to $32,161 reflecting a more than doubling of Market
Guide's year end cash and marketable securities position. The majority of the
cash and marketable securities increase was attributable to the January 1999
sale of the CreditRisk Monitor division to New Generation Foods, Inc.

Interest expense increased a moderate 5% to $90,002 reflecting a reduction in
capital lease obligations outstanding offset by the conversion of the Fleet
Bank line of credit to a three-year term loan effective September 1, 1998.

71
<PAGE>

For the reasons described above, income before income taxes and discontinued
operations increased 92% to $1,999,792 from $1,040,252 in fiscal 1998.

Income tax expense increased from $7,274 to $275,846 in the fiscal year ended
February 28, 1999. Effective in the fourth quarter of fiscal 1999, Market Guide
had fully utilized all its net operating loss carryforwards. Market Guide's
effective tax rate rose to 41% in the fourth quarter and 14% for the fiscal
year ended February 28, 1999.

For the reasons described above, income from continuing operations expanded
67% to $1,723,946 from $1,032,978 in fiscal 1998.

Loss from discontinued operations reflected the sale of Market Guide's
CreditRisk Monitor ("CRM") division in January 1999. Losses incurred in this
division declined 60% to $439,849 reflecting a growing number of customers for
the CRM service and a cost containment program instituted in the middle of the
1999 fiscal year. Additionally, Market Guide recognized a gain of $225,572, net
of $162,876 in income taxes, related to receipt of $1,233,187 upon consummation
of the sale of CRM to New Generation Foods, Inc.

Net income totaled $1,509,669 for the fiscal year ended February 28, 1999
versus a restated net loss of $54,043 in the fiscal year ended February 28,
1998.

Restated results for the fiscal year ended February 28, 1998 compared to
restated fiscal year ended February 28, 1997

Total revenues for the fiscal year ended February 28, 1998 increased 38% to a
restated $6,602,733 from a restated $4,776,418 in fiscal year 1997. Revenues
have been restated to exclude sales from discontinued operations (CRM). The
increase in revenues reflects a 30% increase in database vendor sales to
$5,452,484 and Market Guide product sales growth of 117% to $1,099,257. Revenue
growth was attributable to continued sales to Market Guide's traditional core
of vendors that sell to the institutional, retail, and individual investor
marketplaces, new revenue from the addition of more than thirty Internet
related vendors, growth in subscription sales at Market Guide's web site
(www.marketguide.com), and incremental sales of Market Guide for Windows. Print
product revenues, consisting mainly of the Market Guide--Select OTC Stock
Edition, decreased 18% to $50,992 from $61,853 in fiscal year 1997. The decline
in print product sales reflects lower sales to public libraries due to Market
Guide's decision to concentrate on marketing electronic products and services.

Total operating expenses for the fiscal year ended February 28, 1998
increased 24% to a restated $5,497,777 from a restated $4,441,562 in fiscal
year 1997. Higher operating expenses principally reflected costs associated
with increased staffing levels, higher depreciation and amortization charges,
and increased sales and marketing activities.

Income from operations for the fiscal year ended February 28, 1998 increased
230% to a restated $1,104,956 from a restated $334,856 in fiscal year 1997.
Results benefited from strong vendor revenues and a reduction in operating
expenses as a percentage of sales.

Interest income for the fiscal year ended February 28, 1998 decreased 32% to
$21,173 from $31,128 in fiscal 1997. The decrease reflects lower cash balances
throughout the fiscal year primarily related to funding continued operating
losses at the CRM division.

Interest expense for the fiscal year ended February 28, 1998 increased 14% to
$85,877 from $75,592 in fiscal year 1997. Higher interest expenses included
additional capital lease service requirements to fund equipment acquisitions in
fiscal year 1998.

Income tax provision for the fiscal year ended February 28, 1998 totaled
$7,274 compared with income tax benefit of $2,351 in fiscal year 1997.

72
<PAGE>

Income from continuing operations for the fiscal year ended February 28, 1998
increased 253% to $1,032,978 from $292,743 in fiscal year 1997.

Loss from discontinued operations increased from $114,971 to $1,087,021
reflecting inclusion of a full year of operating losses attributable to the CRM
division.

A restated net loss for the fiscal year ended February 28, 1998 totaled
$54,043 versus a restated net income of $177,772 in fiscal year 1997.

Liquidity and Capital Resources

As of May 31, 1999, Market Guide's working capital (current assets less
current liabilities) increased 16% to $2,576,133 when compared to $2,221,755 at
February 28, 1999. The increase of $354,378 in working capital resulted
principally from an increase in cash and cash equivalents. Market Guide's cash
and cash equivalents increased 19% to $2,183,807 when compared to $1,838,408 at
February 28, 1999.

For the first quarter ended May 31, 1999, net cash provided by operating
activities from continuing operations decreased 16% to $528,522 when compared
to a restated $625,674 for the quarter ended May 31, 1998. This decrease
reflects a reduction in income from continuing operations due to higher taxes
and an increase in accounts receivable balances, partially offset by higher
depreciation and amortization expense.

For the first quarter ended May 31, 1999, net cash used in investing
activities increased 77% to $402,892 when compared to a restated $377,033 in
the first quarter ended May 31, 1998. Results reflect an increase in
capitalized project costs related primarily to the Business Information
Database project.

For the first quarter ended May 31, 1999, net cash provided by financing
activities rose 204% to $219,769 when compared to a restated $72,408 in the
first quarter ended May 31, 1998. Financing activities reflect $280,000 in
proceeds from a capital lease.

Market Guide believes its current working capital, cash to be generated from
operating activities and accounts receivable under its existing credit
facilities will be sufficient to meet its obligations during the next twelve
months.

Year 2000 Compliance

Market Guide has completed its inventory and assessment of its internal
systems, proprietary software, and products. Indications are Market Guide is
ready for the change occurring January 1, 2000. All systems are being
thoroughly tested before being put into production.

Impact of the Year 2000 Issue

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the particular year. Computer programs
that have date-sensitive software may recognize a date use "00" as the year
1900 rather than the year 2000. This could result in system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to accurately compute financial ratio and/or
deliver our products, process transactions, send invoices, or engage in similar
normal business activities.

Currently, Market Guide is in the process of comprehensive, systematic
testing of all aspects of its business. Market Guide is communicating with all
of its significant suppliers and customers to determine the extent to which
Market Guide is vulnerable to those third parties' failure to remediate their
own Year 2000 Issues. Market Guide's current assessment, based on presently
available information, is detailed below. However there can be no guarantee
that the systems of other companies on which Market Guide's system relies

73
<PAGE>

will be converted on a timely basis, or that a failure to convert by another
company, or a conversion is incompatible with the Market Guide systems, would
not have a material adverse effect on Market Guide.

As of July 1999, the following states of readiness are believed to exist for
the following subject areas:

Products

Market Guide's products will not be changed as a result of the Year 2000
readiness program. Formats for all date elements in each of our products will
not change. Most of Market Guide's current files already include only four-
digit years. Any two-digit years will continue to be represented by two digits.
All calculations involving dates as well as the production and dissemination of
these files are being rigorously tested. Testing has shown Market Guide
products to be compliant for operation in the year 2000 and beyond.

Production Processes and Application Software

Market Guide has built a separate, clean test production environment to
mirror its daily production environment. This test environment is being used to
insure in-house systems are Y2K ready as well as enabling Market Guide to
identify those third party information providers who are also Year 2000 ready.
Testing will be completed by August 31, 1999. The test environment will not be
dismantled until well into the year 2000, allowing Market Guide to address any
unanticipated problems as they arise.

Market Guide is committed to having a Year 2000 compliant environment in
place by August 31, 1999. Market Guide will maintain compliance by using "clean
management" to ensure all new processes introduced into its production
environment are thoroughly tested beforehand.

Internal Administrative Systems

All hardware, systems software, third party application software, and outside
services are being examined for Year 2000 readiness. Market Guide is currently
reviewing its office systems (telephone, security, workstations, accounting
systems, etc.) in order to reprogram or replace incompatible hardware or
software.

Contingency Planning

All departments at Market Guide are in the process of drafting contingency
plans for Market Guide's mission critical systems in the event of an unforeseen
Y2K failure. An experienced Y2K contingency planner, who previously created Y2K
contingency plans for a major Fortune 500 company, is leading Market Guide's
planning. Contingency plans will be completed by September 1999, with
rehearsals scheduled during the fourth calendar quarter of 1999.

Worst Case Scenario

The total cost of the Year 2000 project was estimated at $200,000 for the
Market Guide's critical systems and is being funded through operating cash
flows. To date, Market Guide has expended $40,000 towards the purchase of new
hardware and software. The remaining $160,000 is to cover personnel and non-
capital expenses which will be expensed as incurred and is not expected to have
a material effect on the results of operations. To date, Market Guide has
expended $20,000 to cover personnel and non-capital expenses. The costs of the
project and date on which Market Guide plans to complete the Year 2000
modifications and conversions are based on management's best estimates which
were derived utilizing numerous assumptions of future events, including the
continued availability of certain resources, third party modification plans and
other factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant

74
<PAGE>

computer codes, failure of third parties on which Market Guide relies and
similar uncertainties. However, Market Guide will not be able to function in
the event of an extended power failure or a failure of the telecommunications
services provided by the local telephone company and/or Market Guide's Internet
service providers.

Due to general uncertainty inherent in the Year 2000 problem, including the
uncertainty associated with suppliers and customers, the potential effect on
the financial results and the condition of the company has not been measured.
Market Guide intends for the Year 2000 program to be completed on a timely
basis so as to significantly reduce the level of uncertainty and the impact on
business operations and financial results.

Quantitative and Qualitative Disclosures About Market Risk

Market Guide is exposed to market risk related to changes in interest rates.
All of Market Guide's long-term debt (approximately $353,800 at May 31, 1999)
is at a variable rate of interest and is not hedged by any derivative
instruments. If market interest rates increase by five percent from levels at
May 31, 1999, the effect on Market Guide's results of operations would be
approximately $20,000.

Changes in and Disagreement with Accountants on Accounting and Financial
Disclosure

Market Guide has selected Ernst & Young LLP as its independent auditors for
the fiscal year ended February 28, 1999. Market Guide's Board of Directors
approved the selection of Ernst & Young LLP at a regular meeting on March 29,
1999. The decision to change independent auditors was based on Market Guide's
rapid growth.

Market Guide's prior independent auditors, Zerbo, McKiernan & Zambito, have
served as Market Guide's auditors for the past nine years and played an
important role in assisting Market Guide in its growth from a small OTC
Bulletin Board company to its status today on the Nasdaq Small Cap Market.
Zerbo, McKiernan & Zambito LLC, will serve as consultants over the next several
months to ensure a smooth transition. There were no disagreements on accounting
and financial disclosure.

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<PAGE>

MULTEX.COM AND MARKET GUIDE

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

Introduction to Pro Forma Financial Statements

On June 23, 1999, Multex.com entered into the merger agreement pursuant to
which Market Guide will be merged with and into Merengue Acquisition Corp. in a
transaction to be accounted for as a pooling-of-interests. Under the terms of
the merger agreement, each issued and outstanding share of Market Guide common
stock will be exchanged for one share of Multex.com common stock. Additionally,
Multex.com will convert all outstanding Market Guide stock options (672,130)
into an equivalent number of Multex.com stock options.

The accompanying unaudited pro forma condensed combined balance sheets
present the financial position of Multex.com and Market Guide as of June 30,
1999 and May 31, 1999, respectively, as of December 31, 1998 and February 28,
1999, respectively, as of December 31, 1997 and February 28, 1998,
respectively, assuming that the merger has been completed as of the respective
balance sheet dates. The unaudited pro forma condensed combined statements of
operations of Multex.com and Market Guide for the six months ended June 30,
1999 and May 31, 1999, respectively, for the six months ended June 30, 1998 and
May 31, 1998, respectively, for the year ended December 31, 1998 and February
28, 1999, respectively, and for the year ended December 31, 1997 and February
28, 1998, respectively, and for the year ended December 31, 1996 and February
28, 1997, respectively, reflect the merger, as if the merger had occurred at
the beginning of the periods presented.

The unaudited pro forma combined financial statements are based on the
estimates and assumptions set forth in the notes to such statements, which are
preliminary and have been made solely for purposes of developing such pro forma
information. The unaudited pro forma combined financial statements are not
necessarily an indication of the results that would have been achieved had such
transactions been consummated as of the dates indicated or that may be achieved
in the future.

Multex.com and Market Guide estimate that they will incur direct transaction
costs of approximately $6.5 million in connection with the merger, which will
be charged to operations in the quarter in which the merger is consummated.
This amount is a preliminary estimate and is therefore subject to change. There
can be no assurance that Multex.com will not incur additional charges in
subsequent quarters to reflect costs associated with the proposed merger.

These unaudited pro forma combined financial statements should be read in
conjunction with the historical consolidated financial statements and notes
thereto set forth herein and other financial information pertaining to
Multex.com and Market Guide including "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risks Factors."

76
<PAGE>

MULTEX.COM, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEETS
(UNAUDITED)
AS OF JUNE 30, 1999 (MULTEX.COM) AND MAY 31, 1999 (MARKET GUIDE)

<TABLE>
<CAPTION>
Market
Multex.com Guide
Historical Historical Adjustments Pro Forma
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash & cash equivalents... $21,596,882 $2,183,807 $ -- $23,780,689
Marketable securities..... 36,525,216 -- -- 36,525,216
Accounts receivable, net.. 4,849,990 1,515,441 -- 6,365,431
Prepaid and other current
assets................... 1,858,409 394,861 -- 2,253,270
----------- ---------- ----------- -----------
Total current assets........ 64,830,497 4,094,109 -- 68,924,606
Property and equipment,
net........................ 3,672,091 1,631,854 -- 5,303,945
Notes receivable, net....... -- -- -- --
Computer software and
database expansion, net -- 2,936,705 (2,936,705)(A) --
Deposits and other.......... 602,594 66,057 -- 668,651
----------- ---------- ----------- -----------
$69,105,182 $8,728,725 $(2,936,705) $74,897,202
=========== ========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued expenses......... $ 5,857,707 $ 417,209 $ -- $ 6,274,916
Current portion of long-
term debt................ -- 157,250 -- 157,250
Current portion of capital
lease obligations........ -- 257,187 -- 257,187
Deferred revenue.......... 4,745,913 686,330 -- 5,432,243
----------- ---------- ----------- -----------
Total current liabilities... 10,603,620 1,517,976 -- 12,121,596
Long-term debt.............. -- 196,563 -- 196,563
Capital lease obligations... -- 315,785 -- 315,785
Other....................... 44,721 415,195 -- 459,916
Total stockholders' equity.. 58,456,841 6,283,206 (2,936,705)(A) 61,803,342
----------- ---------- ----------- -----------
Total liabilities and
stockholders' equity....... $69,105,182 $8,728,725 $(2,936,705) $74,897,202
=========== ========== =========== ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

77
<PAGE>

MULTEX.COM, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEETS
(UNAUDITED)
AS OF DECEMBER 31, 1998 (MULTEX.COM) AND FEBRUARY 28, 1999 (MARKET GUIDE)

<TABLE>
<CAPTION>
Multex.com Market Guide
Historical Historical Adjustments Pro Forma
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash & cash
equivalents.......... $ 2,317,675 $1,838,408 $ -- $ 4,156,083
Marketable
securities........... 20,014,680 -- -- 20,014,680
Accounts receivable,
net.................. 2,447,299 1,220,869 -- 3,668,168
Prepaid and other
current assets....... 221,184 463,046 -- 684,230
----------- ---------- ----------- -----------
Total current assets.... 25,000,838 3,522,323 -- 28,523,161
Property and equipment,
net.................... 2,843,477 1,626,214 -- 4,469,691
Notes receivable, net... -- -- -- --
Computer software and
database expansion, net -- 2,798,345 (2,798,345)(A) --
Deposits and other...... 124,078 66,057 -- 190,135
----------- ---------- ----------- -----------
$27,968,393 $8,012,939 $(2,798,345) $33,182,987
=========== ========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' (DEFICIT)
EQUITY
Current liabilities:
Accounts payable and
accrued expenses..... $ 2,581,514 $ 248,620 $ -- $ 2,830,134
Current portion of
long-term debt....... -- 157,250 -- 157,250
Current portion of
capital lease
obligations.......... -- 201,625 -- 201,625
Deferred revenue...... 2,682,939 693,073 -- 3,376,012
----------- ---------- ----------- -----------
Total current
liabilities............ 5,264,453 1,300,568 -- 6,565,021
Long-term debt.......... -- 235,875 -- 235,875
Capital lease
obligations............ -- 167,232 -- 167,232
Other................... 58,619 419,306 -- 477,925
Convertible preferred
stock.................. 59,860,038 -- -- 59,860,038
Total stockholders'
(deficit) equity....... (37,214,717) 5,889,958 (2,798,345)(A) (34,123,104)
----------- ---------- ----------- -----------
Total liabilities and
stockholders' (deficit)
equity................. $27,968,393 $8,012,939 $(2,798,345) $33,182,987
=========== ========== =========== ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

78
<PAGE>

MULTEX.COM, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEETS
(UNAUDITED)
AS OF DECEMBER 31, 1997 (MULTEX.COM) AND FEBRUARY 28, 1998 (MARKET GUIDE)

<TABLE>
<CAPTION>
Multex.com Market Guide
Historical Historical Adjustments Pro Forma
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash & cash
equivalents.......... $ 2,532,983 $ 809,618 $ -- $ 3,342,601
Marketable
securities........... 7,663,585 -- -- 7,663,585
Accounts receivable,
net.................. 1,813,570 827,409 -- 2,640,979
Prepaid and other
current assets....... 259,606 272,223 -- 531,829
----------- ---------- ----------- -----------
Total current assets.... 12,269,744 1,909,250 -- 14,178,994
Property and equipment,
net.................... 2,161,315 1,335,417 -- 3,496,732
Notes receivable, net... -- -- -- --
Computer software and
database expansion,
net.................... -- 2,263,868 (2,263,868)(A) --
Deposits and other...... 302,341 78,084 -- 380,425
Net assets of
discontinued
operations............. -- 485,874 -- 485,874
----------- ---------- ----------- -----------
$14,733,400 $6,072,493 $(2,263,868) $18,542,025
=========== ========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' (DEFICIT)
EQUITY
Current liabilities:
Accounts payable and
accrued expenses..... $ 1,436,225 $ 218,618 $ -- $ 1,654,843
Current portion of
long-term debt....... 1,053,188 78,625 -- 1,131,813
Current portion of
capital lease
obligations.......... -- 195,406 -- 195,406
Deferred revenue...... 1,446,699 555,670 -- 2,002,369
Other current
liabilities.......... 312,783 -- -- 312,783
----------- ---------- ----------- -----------
Total current
liabilities............ 4,248,895 1,048,319 -- 5,297,214
Long-term debt.......... -- 393,125 -- 393,125
Capital lease
obligations............ -- 368,856 -- 368,856
Other................... -- 430,492 -- 430,492
Convertible preferred
stock.................. 37,234,024 -- -- 37,234,024
Total stockholders'
(deficit) equity....... (26,749,519) 3,831,701 (2,263,868)(A) (25,181,686)
----------- ---------- ----------- -----------
Total liabilities and
stockholders' (deficit)
equity................. $14,733,400 $6,072,493 $(2,263,868) $18,542,025
=========== ========== =========== ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

79
<PAGE>

MULTEX.COM, INC.

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (MULTEX.COM)
AND MAY 31, 1999 (MARKET GUIDE)

<TABLE>
<CAPTION>
Market
Multex.com Guide
Historical Historical Adjustments Pro Forma
----------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues................ $11,141,161 $5,207,916 $ -- $16,349,077
Costs of revenues....... 2,840,128 1,916,086 -- 4,756,214
----------- ---------- ------------ -----------
Gross profit............ 8,301,033 3,291,830 -- 11,592,863
Operating expenses:
Sales and marketing... 8,395,782 101,828 412,211 (C) 8,909,821
Research and
development.......... 1,599,952 633,361 (A) 2,233,313
General and
administrative,
including
depreciation and
amortization......... 6,213,773 1,989,429 (627,266)(B)(C) 7,575,936
----------- ---------- ------------ -----------
Total operating
expenses............... 16,209,507 2,091,257 418,306 18,719,070
Income (loss) from
operations............. (7,908,474) 1,200,573 (418,306) (7,126,207)
Other income (expenses):
Interest expense...... (22,247) (41,721) -- (63,968)
Interest and
investment income.... 1,002,264 33,672 -- 1,035,936
----------- ---------- ------------ -----------
Income (loss) before
income taxes........... (6,928,457) 1,192,524 (418,306) (6,154,239)
Income tax expense...... -- 482,247 -- 482,247
----------- ---------- ------------ -----------
Income (loss) from
continuing operations.. (6,928,457) 710,277 (418,306) (6,636,486)
Income from discontinued
operations, net of
taxes.................. -- 317,598 (317,598)(F) --
Gain on sale of
discontinued
operations, net of
taxes.................. -- 225,572 (225,572)(F) --
----------- ---------- ------------ -----------
Net income (loss)....... (6,928,457) 1,253,447 (961,476) (6,636,486)
Redeemable preferred
stock dividends........ 1,188,165 -- -- 1,188,165
----------- ---------- ------------ -----------
Net loss (income)
available (applicable)
to common
stockholders........... $(8,116,622) $1,253,447 $ (961,476) $(7,824,651)
=========== ========== ============ ===========
Income (loss) from
continuing operations
per share--basic (G)... $ (0.59) $ 0.15 -- $ (0.42)
=========== ========== ============ ===========
Income (loss) from
continuing operations
per share--diluted
(G).................... $ (0.59) $ 0.14 -- $ (0.42)
=========== ========== ============ ===========
Net income (loss) per
share common share--
basic.................. $ (0.59) $ 0.26 -- $ (0.42)
=========== ========== ============ ===========
Net income (loss) per
share common share--
diluted................ $ (0.59) $ 0.25 -- $ (0.42)
=========== ========== ============ ===========
Shares used in
calculation of income
(loss) per share--
basic.................. 13,673,379 4,791,884 -- 18,465,263 (D)
=========== ========== ============ ===========
Shares used in
calculation of income
(loss) per share--
diluted................ 13,673,379 5,101,307 (309,423)(H) 18,465,263 (D)
=========== ========== ============ ===========
Pro forma basic and
diluted net loss
per share (E).......... -- -- -- $ (0.20)
=========== ========== ============ ===========
Shares used in
calculation of pro
forma net loss per
share--basic and
diluted (E)............ -- -- 14,861,112 33,326,375
=========== ========== ============ ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

80
<PAGE>

MULTEX.COM, INC.

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1998 (MULTEX.COM)
AND MAY 31, 1998 (MARKET GUIDE)

<TABLE>
<CAPTION>
Market
Multex.com Guide
Historical Historical Adjustments Pro Forma
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues................ $ 5,828,885 $3,950,163 $ -- $ 9,779,048
Costs of revenues....... 1,446,051 1,309,650 -- 2,755,701
----------- ---------- --------- -----------
Gross profit............ 4,382,834 2,640,513 -- 7,023,347
Operating expenses:
Sales and marketing... 2,497,742 91,931 451,275 (C) 3,040,948
Research and
development.......... 953,048 487,103 (A) 1,440,151
General and
administrative,
including
depreciation and
amortization......... 4,383,006 1,566,170 (637,362)(B)(C) 5,311,814
----------- ---------- --------- -----------
Total operating
expenses............... 7,833,796 1,658,101 301,016 9,792,913
Income (loss) from
operations............. (3,450,962) 982,412 (301,016) (2,769,566)
Other income (expenses):
Gain on sale of
equipment............ 124,796 -- -- 124,796
Offering expenses..... -- -- -- --
Interest expense...... (348,083) (49,856) -- (397,939)
Interest and
investment income.... 208,493 9,100 -- 217,593
----------- ---------- --------- -----------
Income (loss) from
continuing operations
before income taxes.... (3,465,756) 941,656 (301,016) (2,825,116)
Income tax expense...... -- 9,993 9,993
----------- ---------- --------- -----------
Income (loss) from
continuing operations.. (3,465,756) 931,663 (301,016) (2,835,109)
Loss from discontinued
operations, net of
taxes.................. -- (598,980) 598,980(F) --
----------- ---------- --------- -----------
Net income (loss)....... (3,465,756) 332,683 297,964 (2,835,109)
Redeemable preferred
stock dividends........ 1,309,146 -- -- 1,309,146
----------- ---------- --------- -----------
Net loss available
(applicable) to common
stockholders........... $(4,774,902) $ 332,683 $297,964 $(4,144,255)
=========== ========== ========= ===========
Income (loss) from
continuing operations
per share--basic (G)... $ (1.81) $ 0.20 -- $ (0.56)
=========== ========== ========= ===========
Income (loss) from
continuing operations
per share--diluted
(G).................... $ (1.81) $ 0.19 -- $ (0.56)
=========== ========== ========= ===========
Net income (loss) per
common share--
basic.................. $ (1.81) $ 0.07 -- $ (0.56)
=========== ========== ========= ===========
Net income (loss) per
common share--diluted.. $ (1.81) $ 0.07 -- $ (0.56)
=========== ========== ========= ===========
Shares used in
calculation of income
(loss) per share--
basic.................. 2,639,371 4,726,884 -- 7,366,255 (D)
=========== ========== ========= ===========
Shares used in
calculation of income
(loss) per share--
diluted................ 2,639,371 4,889,180 (162,296)(H) 7,366,255 (D)
=========== ========== ========= ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

81
<PAGE>

MULTEX.COM, INC.

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1998 (MULTEX.COM)
AND FEBRUARY 28, 1999 (MARKET GUIDE)

<TABLE>
<CAPTION>
Market
Multex.com Guide
Historical Historical Adjustments Pro Forma
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues................ $ 13,181,589 $8,839,521 $ -- $ 22,021,110
Costs of revenues....... 2,894,563 3,061,807 -- 5,956,370
------------ ---------- ---------- ------------
Gross profit............ 10,287,026 5,777,714 -- 16,064,740
Operating expenses:
Sales and marketing.... 7,622,348 151,005 893,964 (C) 8,667,317
Research and
development........... 2,180,244 -- 1,014,584 (A) 3,194,828
General and
administrative,
including
depreciation and
amortization.......... 9,385,418 3,569,076 (1,280,430)(B)(C) 11,674,064
------------ ---------- ---------- ------------
Total operating
expenses............... 19,188,010 3,720,081 628,118 23,536,209
------------ ---------- ---------- ------------
Income (loss) from
operations............. (8,900,984) 2,057,633 (628,118) (7,471,469)
Other income (expenses):
Gain on sale of
equipment............. 124,796 -- -- 124,796
Offering expenses...... (840,781) -- -- (840,781)
Interest expense....... (481,997) (90,002) -- (571,999)
Interest and investment
income................ 356,242 32,161 -- 388,403
------------ ---------- ---------- ------------
Income (loss) from
continuing operations
before income taxes.... (9,742,724) 1,999,792 (628,118) (8,371,050)
Income tax expense...... -- 275,846 -- 275,846
------------ ---------- ---------- ------------
Income (loss) from
continuing operations.. (9,742,724) 1,723,946 (628,118) (8,646,896)
Loss from discontinued
operations, net of
taxes.................. -- (439,849) 439,849 (F) --
Gain on sale of
discontinued
operations, net of
taxes.................. -- 225,572 (225,572)(F) --
------------ ---------- ---------- ------------
Net income (loss)....... (9,742,724) 1,509,669 (413,841) (8,646,896)
Redeemable preferred
stock dividends........ 2,679,445 -- -- 2,679,445
------------ ---------- ---------- ------------
Net income (loss)
available (applicable)
to common
stockholders........... $(12,422,169) $1,509,669 $ (413,841) $(11,326,341)
============ ========== ========== ============
Income (loss) from
continuing operations
per share--basic (G)... $ (4.36) $ 0.36 -- $(1.49)
============ ========== ========== ============
Income (loss) from
continuing operations
per share--diluted
(G).................... $ (4.36) $ 0.35 -- $ (1.49)
============ ========== ========== ============
Net income (loss) per
common share--basic.... $ (4.36) $ 0.32 -- $ (1.49)
============ ========== ========== ============
Net income (loss) per
common share--diluted.. $ (4.36) $ 0.31 -- $ (1.49)
============ ========== ========== ============
Shares used in
calculation of income
(loss) per share--
basic.................. 2,846,963 4,762,561 -- 7,609,524(D)
============ ========== ========== ============
Shares used in
calculation of income
(loss) per share--
diluted................ 2,846,963 4,914,647 (152,086)(H) 7,609,524(D)
============ ========== ========== ============
Pro forma basic and
diluted net loss per
share (E).............. -- -- -- $ (0.38)
============ ========== ========== ============
Shares used in
calculation of pro
forma net loss per
share--basic and
diluted (E)............ -- -- 14,861,112 22,470,636
============ ========== ========== ============
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

82
<PAGE>

MULTEX.COM, INC.

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1997 (MULTEX.COM)
AND FEBRUARY 28, 1998 (MARKET GUIDE)

<TABLE>
<CAPTION>
Multex.com Market Guide
Historical Historical Adjustments Pro Forma
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Revenues................ $ 6,013,766 $6,602,733 $ -- $12,616,499
Costs of revenues....... 1,231,692 2,294,189 -- 3,525,881
------------ ---------- ---------- -----------
Gross profit............ 4,782,074 4,308,544 -- 9,090,618
Operating expenses:
Sales and marketing.... 3,506,935 160,304 901,146 (C) 4,568,385
Research and
development........... 1,600,893 -- 971,651 (A) 2,572,544
General and
administrative,
including
depreciation and
amortization.......... 7,836,639 3,043,284 (1,259,006) (B)(C) 9,620,917
------------ ---------- ---------- -----------
Total operating
expenses............... 12,944,467 3,203,588 613,791 16,761,846
------------ ---------- ---------- -----------
Income (loss) from
operations............. (8,162,393) 1,104,956 (613,791) (7,671,228)
Other income (expenses):
Interest expense........ (309,769) (85,877) -- (395,646)
Interest and investment
income................. 434,986 21,173 -- 456,159
------------ ---------- ---------- -----------
Income (loss) from
continuing operations
before income taxes.... (8,037,176) 1,040,252 (613,791) (7,610,715)
Income tax expense...... -- 7,274 -- 7,274
------------ ---------- ---------- -----------
Income (loss) from
continuing operations.. (8,037,176) 1,032,978 (613,791) (7,617,989)
Loss from discontinued
operations, net of
taxes -- (1,087,021) 1,087,021 (F) --
------------ ---------- ---------- -----------
Net loss................ (8,037,176) (54,043) 473,230 (7,617,989)
Redeemable preferred
stock dividends........ 2,181,472 -- -- 2,181,472
------------ ---------- ---------- -----------
Net loss applicable to
common stockholders.... $(10,218,648) $ (54,043) $473,230 $(9,799,461)
============ ========== ========== ===========
Income (loss) from
continuing operations
per share--basic and
diluted (G)............ $ (4.69) $ 0.22 -- $ (1.42)
============ ========== ========== ===========
Net loss per common
share--basic and
diluted................ $ (4.69) $ (0.01) -- $ (1.42)
============ ========== ========== ===========
Shares used in
calculation of loss per
share--basic........... 2,179,261 4,712,503 -- 6,891,764(D)
============ ========== ========== ===========
Shares used in
calculation of loss per
share--diluted......... 2,179,261 4,755,905 (43,402)(H) 6,891,764(D)
============ ========== ========== ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

83
<PAGE>

MULTEX.COM, INC.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1996 (MULTEX.COM)
AND FEBRUARY 28, 1997 (MARKET GUIDE)

<TABLE>
<CAPTION>
Multex.com Market Guide
Historical Historical Adjustments Pro Forma
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Revenues................ $ 2,646,527 $4,776,418 $ -- $ 7,422,945
Costs of revenues....... 809,380 1,849,674 -- 2,659,054
----------- ---------- ---------- -----------
Gross profit............ 1,837,147 2,926,744 -- 4,763,891
Operating expenses:
Sales and marketing.... 2,339,110 105,173 828,324 (C) 3,272,607
Research and
development........... 1,414,908 -- 818,121 (A) 2,233,029
General and
administrative,
including
depreciation and
amortization ......... 4,552,936 2,486,715 (1,116,396)(B)(C) 5,923,255
----------- ---------- ---------- -----------
Total operating
expenses............... 8,306,954 2,591,888 530,049 11,428,891
----------- ---------- ---------- -----------
Income (loss) from
operations............. (6,469,807) 334,856 (530,049) (6,665,000)
Other income (expenses):
Interest expense....... (250,175) (75,592) -- (325,767)
Interest and investment
income................ 310,177 31,128 -- 341,305
----------- ---------- ---------- -----------
Income (loss) from
continuing operations
before income taxes.... (6,409,805) 290,392 (530,049) (6,649,462)
Income tax benefit...... -- 2,351 -- 2,351
----------- ---------- ---------- -----------
Income (loss) from
continuing operations.. (6,409,805) 292,743 (530,049) (6,647,111)
Loss from discontinued
operations, net of
taxes -- (114,971) 114,971 (F) --
----------- ---------- ---------- -----------
Net income (loss)....... (6,409,805) 177,772 (415,078) (6,647,111)
Redeemable preferred
stock dividends........ 1,402,788 -- -- 1,402,788
----------- ---------- ---------- -----------
Net income (loss)
available (applicable)
to common
stockholders........... $(7,812,593) $ 177,772 $ (415,078) $(8,049,899)
=========== ========== ========== ===========
Income (loss) from
continuing operations
per share--basic and
diluted (G)............ $ (3.86) $ 0.07 -- $ (1.28)
=========== ========== ========== ===========
Net income (loss) per
common share--basic and
diluted................ $ (3.86) $ 0.04 -- $ (1.28)
=========== ========== ========== ===========
Shares used in
calculation of income
(loss) per share--
basic.................. 2,021,919 4,250,124 -- 6,272,043(D)
=========== ========== ========== ===========
Shares used in
calculation of income
(loss) per share--
diluted................ 2,021,919 4,408,378 (158,254)(H) 6,272,043(D)
=========== ========== ========== ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements.

84
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

(1)Basis of Presentation

The merger is expected to be accounted for as pooling-of-interests. It
is a condition to completion of the merger that Multex.com and Market
Guide receive letters from their independent auditors confirming their
opinion that the merger can properly be accounted for as a pooling of
interests.

The unaudited pro forma condensed combined balance sheets combine the
balance sheets of Multex.com and Market Guide as of June 30, 1999 and
May 31, 1999, respectively, as of December 31, 1998 and February 28,
1999, respectively, and as of December 31, 1997 and February 28, 1998,
respectively, assuming that the merger has been completed as of the
respective balance sheet dates. The unaudited pro forma condensed
combined statements of operations combine the statements of operations
of Multex.com and Market Guide for the six months ended June 30, 1999
and May 31, 1999, respectively, for the six months ended June 30, 1998
and May 31, 1998, respectively, for the year ended December 31, 1998 and
February 28, 1999, respectively, and for the year ended December 31,
1997 and February 28, 1998, respectively, and for the year ended
December 31, 1996 and February 28, 1997, respectively, assuming that the
merger had occurred at the beginning of the periods presented.

The historical balance sheets used in the preparation of the unaudited
pro forma financial statements have been derived from Multex.com's and
Market Guide's unaudited financial statements as of June 30, 1999 and
May 31, 1999, respectively, the audited financial statements as of
December 31, 1998 and February 28, 1999, respectively, and the audited
financial statements as of December 31, 1997 and February 28, 1998,
respectively. The historical statements of operations used in the
preparation of the unaudited pro forma condensed combined financial
statements have been derived from Multex.com's and Markets Guide's
unaudited financial statements for the six months ended June 30, 1999
and May 31, 1999, respectively, the audited financial statements for the
years ended December 31, 1998 and February 28, 1999, respectively, the
audited financial statements for the years ended December 31, 1997 and
February 28, 1998, respectively, and the audited financial statements
for the years ended December 31, 1997 and February 28, 1998,
respectively.

(2)Unaudited Pro Forma Adjustments

A description of the adjustments included in the unaudited pro forma
financial statements are as follows:

(A) Management of Market Guide had elected to capitalize certain
computer software costs incurred for new product development and
database expansion. The adjustment reflects the retroactive
adjustment to expense such computer software costs in order to
conform to Multex.com's accounting policy.

(B) Reflects the reversal of amortization expense related to the
capitalization of certain computer software costs. As noted in
adjustment (A), such costs had been expensed in accordance with
Multex.com's accounting policy.

(C) Reflects the reclassification of selling expenses recognized by
Market Guide to sales and marketing expenses to conform to
Multex.com's presentation.

(D) The computation of pro forma shares used in calculation of income
(loss) per share--basic and diluted is based on the aggregate
weighted average shares of the combined business, adjusted to
equivalent shares of the surviving business for all periods
presented.

(E) In conjunction with Multex.com's initial public offering, all
outstanding shares of Series A, B, C, D and E redeemable preferred
stock automatically converted into 14,861,112 shares of
Multex.com's common stock. Accordingly, the effect of the
conversions have been reflected in the computation of pro forma
basic and diluted loss from continuing operations per share for the

85
<PAGE>

years ended December 31, 1998 (Multex.com) and February 28, 1999
(Market Guide) and the six months ended June 30, 1999 (Multex.com)
and May 31, 1999 (Market Guide).

(F) Reflects the elimination of loss from discontinued operations, net
of taxes, the adjustment to expense certain capitalized computer
software costs related to the discontinued operations net of taxes,
and the gain on sale of discontinued operations, net of taxes, since
Multex.com did not acquire the discontinued operations of Market
Guide.

(G) For Multex.com historical, the calculation of income (loss) from
continuing operations per share--basic and diluted includes
redeemable preferred stock dividends.

(H) In computing shares used in calculation of income (loss) per share-
diluted, potential shares of common stock have been excluded because
the result would be anti-dilutive.

86
<PAGE>

BUSINESS OF MULTEX.COM

The following section contains forward-looking statements which involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors,
including those set forth in "Risk Factors" and elsewhere in this joint proxy
statement/prospectus.

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individual investors, institutional investors and financial professionals,
including mutual funds managers, portfolio managers, brokers and their clients,
are able to use our services. In addition to making our services available
through our own Web sites, we have established a number of strategic
distribution relationships to reach both the institutional market and the
individual investor market. For the institutional market, we have established a
number of strategic distribution relationships, including America Online,
Bloomberg, Bridge, Dow Jones, Intuit and Reuters.

For the individual investor market, we recently launched the Multex Investor
Network, an Internet service targeting the rapidly growing individual investor
market. Multex Investor Network is an interactive community for individual
investors. Visitors to Multex Investor Network can join as a "member" at no
cost. Members of Multex Investor Network have free access to a range of member
services, investment research reports and other financial information from
Multex.com, sponsoring brokerage firms and investment banks, as well as member
generated content. We have established a number of strategic distribution
relationships to promote the Multex Investor Network, including a strategic
distribution relationship with America Online to serve as the anchor tenant for
brokerage research on the AOL Personal Finance channel. America Online is also
a recent investor in Multex.com. In addition, we have established distribution
relationships for the Multex Investor Network with other Internet portals and
financial sites, including The Wall Street Journal Interactive, CNNfn, CBS
MarketWatch, Yahoo!, Intuit, Quote.com, Hoover's and EDGAR Online.

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
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. 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.

The emergence of the Internet as a tool for communications and commerce is
changing the markets for financial transactions and information services.
Individuals are rapidly embracing the Internet because it is

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simple to access and it makes vast amounts of information quickly available.
According to International Data Corporation, the number of users of the
Internet grew to 34 million users worldwide by the end of 1996, and is expected
to reach approximately 139 million users by the end of 2000.

Individuals are showing strong preferences for transacting various types of
business, including trading securities, via the Internet, rather than in person
or over the telephone. These transactions are being streamlined and can now be
performed directly virtually anywhere at any time. Individual investors have
accepted and even welcomed self-directed online transactions because these
transactions can be faster, less expensive and more convenient than
transactions conducted through a human intermediary. We believe that these
trends evidence a fundamental change in the way many individual investors
manage their financial assets. As individual investors seek to independently
manage their financial assets, these investors are increasingly looking for
investment research and other financial reports online.

Investment research is one of the primary tools individual and 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. The ability to offer investment
research to investors who traditionally have not had timely access to
investment research is increasingly becoming a competitive advantage and a key
distinguishing feature for brokerage firms. 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.

Individual and institutional investors are increasingly demanding access to
investment research and other market information--including Securities and
Exchange Commission filings, business and financial news, stock quotes, stock
price graphs and annual reports--on a "real-time" or near "real-time" basis.
Investment research traditionally has been mailed to investors, which results
in a delay in the receipt of the research and significant 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. Likewise, 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.

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
varying degrees of success. Distribution by e-mail is inefficient because it
not only requires the recipient to open and view the e-mail messages, but it
also lacks a way for the recipient to differentiate one message from another.
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.
Investment banks and brokerage firms need a solution to their internal and
client investment research distribution needs. Institutional investors need a
real-time, commingled source for their investment research needs. Individual
investors need access to research from investment banks, brokerage firms and
other third-party providers.

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The Multex.com Solution

Our investment research 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. Our
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 our 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, we enable
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. Our services provide the
following key benefits:

Extensive Research Database. We provide entitled investors access to an
online database of research reports and other investment information on over
20,000 companies. We typically add reports to our database at the rate of more
than 15,000 new reports each week. Research reports in our database include all
text, charts, graphs, tables, color and document formatting contained in the
original report. For some of our customers, we also provide 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. We enable 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. Our services
permit research to be distributed to multiple locations simultaneously. By
using these services, research providers can target investors worldwide,
monitor investor requests for research reports and determine who has accessed
their reports. Because our services are distributed over the Internet or
intranets, research providers save printing and mailing costs and can more
easily target their research to their customers. Our services are password
protected and research included in our database can be accessed only by
authorized users.

Comprehensive Search Capabilities. We have incorporated extensive search
capabilities into our 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. We also enable users to
create searchable, customized research profiles and portfolios, to further
facilitate finding and retrieving the document.

Ease and Efficiency of Use. Our services are designed to facilitate the
electronic contribution and online distribution of investment research. Our
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 our
database. Research providers can use existing word processing and desktop
publishing software, including 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, our proprietary
technology incorporates a graphical user interface and provides access through
leading browser technologies to simplify finding, retrieving, viewing and
printing research reports.

Strategy

Our objective is to be the leading provider of online investment research
services for the individual and institutional investment community. We use
leading Internet technologies to provide a unique, integrated platform for the
efficient distribution of investment research and financial information
worldwide. The following are the key elements of our strategy:

Provide Extensive Investment Research and Information. We intend to continue
to leverage our success as an investment research and information source for
institutional investors. We continuously target leading

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investment banks and brokerage firms in an effort to add their research to our
research database. By establishing relationships with other third-party
providers of investment and financial information, including EDGAR Online,
Standard & Poor's, ValueLine and others, we can offer extensive third-party
investment research and information. Through our Multex Data Group subsidiary
we are also developing the ability to provide proprietary earnings estimates
and related financial reports. We believe that by continually incorporating
additional sources of investment and financial information into our database,
we will be well positioned to become the premier source of high-value
investment information.

Expand Distribution Channels. We employ a broad array of distribution
channels for our services and are continuously identifying and developing new
channels. For the institutional investor market, we have entered into
agreements with leading distributors of financial information, including ADP,
Bloomberg, Bridge, Disclosure, Dow Jones and Reuters. In order to enhance the
distribution of investment research to individual investors, we have entered
into an agreement with America Online to be an anchor tenant on the investment
research area within the AOL Personal Finance channel, and have also entered
into agreements to distribute our 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. We believe that increasing the brand name
awareness of Multex.com and our services in the financial community will
contribute to our future success. We have successfully built a brand name among
institutional investors and research providers and are targeting our marketing
efforts to expand the recognition of our corporate and service names through
advertising, direct mail, trade shows, seminars and conferences as well as
joint marketing initiatives with information providers and distributors. We
seek to incorporate our branded logo on each Web site that utilizes our
technology to increase the brand name awareness of Multex.com and our services.

Target Individual Investor Market. Through our Multex Investor Network, we
are targeting the expanding individual investor market. We intend to expand our
related sales and marketing efforts in order to increase traffic on the Multex
Investor Network and expand our member base. In addition, to address the
individual investor market, we intend to capitalize on our arrangements with
America Online, The Wall Street Journal Interactive, CNNfn, CBS MarketWatch,
Yahoo!, Intuit, Quote.com, Hoover's and EDGAR Online, and to develop links to
the Multex Investor Network from other leading Internet portals and personal
finance Web sites. We are also seeking to expand the amount of research
available to individual investors on the Multex Investor Network from leading
investment banks and brokerage firms. We believe that the Multex Investor
Network will significantly increase individual investors' access to
institutional quality research and enhance our position as a leading online
provider of this research.

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, we target international contributors and subscribers from
our headquarters in New York, from an office in London and through independent
representatives in Hong Kong. We intend to open offices in other leading
financial centers. We believe 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. We intend to continuously develop and
incorporate new technologies to enhance our services. We intend to maintain our
leadership position by continuing to improve our technology through investment
in research and development activities, use of new Internet, intranet and
extranet technologies and integration of each of our services. In particular,
we are extending the available document formats to support spreadsheets,
presentation applications, HTML-based pages, URL references, and audio and
video files. We are also developing integrated and directed user alerts and e-
mail and fax capabilities. Using our technological capabilities and expertise,
we focus on enhancing our scalable and open architecture.

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Focus on Multiple Revenue Opportunities. We are pursuing multiple revenue
opportunities for future growth with a particular focus on establishing a
recurring revenue stream from subscriptions. We believe 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 information available, we believe that we can generate
additional revenue from new and enhanced services. In addition, we believe that
by targeting individual investors and corporations, we may be able to increase
the pay-per-view revenues from Multex Research-On-Demand and the Multex
Investor Network. We also expect to generate advertising and sponsorship
revenue from the Multex Investor Network and our other Web sites.

Services

The following table sets forth information concerning our principal service
offerings:

Multex.com Service Offerings

<TABLE>
<CAPTION>
Name of Revenue
Service Description Target Market Model
---------------- ------------------------- -------------------------------------- -------------------
<S> <C> <C> <C>
MultexNET Access to real-time, Buyside institutions Annual subscription
commingled research and corporations
MultexEXPRESS Real-time distribution of Sellside investment Annual subscription
proprietary research to a banks and brokerage firms
provider's employees and
clients
Multex Research- Access to commingled, Corporations, financial institutions Pay-per-view
On-Demand pay-per-view research on and advisors, institutional investors,
a delayed basis other professional service firms
and libraries
Multex Investor Access to free and Individual investors Advertising,
Network pay-per-view research sponsorship and
on a delayed basis pay-per-view
</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. Over
11,000 mutual fund managers, portfolio managers and other institutional
investors, as well as research analysts and other financial services
professionals, are able to use MultexNET, which offers timely online access to
over 1,500,000 research reports and other investment information from more than
500 information providers. Subscribers to MultexNET are offered advanced
searching and filtering capabilities, and the ability to retrieve investment
research reports over the Internet. Our proprietary software enables us to
distribute a particular research or other financial report only to those users
who have been authorized or entitled to access the 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 these reports through Multex Research-On-Demand on a pay-per-
view basis after the typical 15-day embargo period has ended.

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. We also
provide 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.

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Research reports and other financial information available through MultexNET
are stored on our servers and made available through the Internet. MultexNET
requires subscribers to have an Internet connection, or a connection to an
extranet maintained by us, Microsoft Internet Explorer or Netscape Navigator
Web browsers, and the Adobe Acrobat viewer installed on their workstation,
desktop or laptop computer.

The annual subscription fee for MultexNET typically ranges from $1,000 to
$3,540 per subscriber depending upon the number of users at the particular
buyside institution or corporation who have access to the service. As of
December 31, 1998, we had approximately 2,580 paying subscribers to MultexNET,
as compared to approximately 2,040 paying subscribers on December 31, 1997. In
addition, pursuant to our agreement with Reuters, approximately 6,000 Reuters'
customers obtained MultexNET user passwords to use MultexNET as of December 31,
1998, whereas no Reuters' customers had obtained passwords as of December 31,
1997.

MultexEXPRESS

MultexEXPRESS enables investment banks, brokerage firms and other financial
institutions to distribute their own proprietary financial research, as well as
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 actually access 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 31 investment banking and brokerage
firms, with more than 600,000 users, approximately 500,000 of which are
generated from one MultexEXPRESS installation, at June 30, 1999. This compares
to 18 MultexEXPRESS installations, with more than 500,000 users, approximately
450,000 of which are generated from one MultexEXPRESS installation, at December
31, 1997. 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 per installation is
approximately $150,000 for each year of the contract.

Multex Research-On-Demand

Multex Research-On-Demand gives corporations, financial institutions and
advisors, institutional investors, other professional service firms and
libraries, the ability to access more than 600,000 research reports and other
information from over 350 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 employees and customers. A growing subset of the content in our
database, approximately 50% as of December 31, 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, we are 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 criteria. The financial research reports available to Multex
Research-On-Demand customers include both those relating to a particular

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company and those relating to an industry as a whole. Research from independent
research providers, including Standard & Poor's, Disclosure and Value Line
Mutual Fund Survey, 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 $10.00 to $150.00, based on the length and type of document. We
share the pay-per-view fees generated from the sale of documents with the
investment bank, brokerage firm or third-party research provider that authored
the original research report, and the distributor through which the purchase
was initiated. There is no registration or subscription fee for use of this
service. Some of our users have purchased an annual subscription which enables
them to purchase individual research reports at a discounted price. We are also
adding analysis from leading third-party advisory services.

Multex Investor Network

Multex Investor Network is an Internet service targeting the rapidly growing
individual investor market. Multex Investor Network is an interactive community
for individual investors. Visitors to Multex Investor Network can join as a
"member" at no cost. Members of Multex Investor Network can download, view and
print at no cost a wide range of investment research reports and investment
content from us, sponsoring brokerage firms and investment banks, as well as
member-generated content. Members also have access to over 250,000 premium
"pay-per-view" investment and brokerage research reports from over 250
brokerage firms, investment banks and third-party information providers. We
have established a number of strategic distribution relationships to promote
the Multex Investor Network, including a strategic distribution relationship
with America Online to serve as the anchor tenant for brokerage research on the
AOL Personal Finance channel. In addition, we have established distribution
relationships for the Multex Investor Network with other Internet portals and
financial sites, including The Wall Street Journal Interactive, CNNfn, CBS
MarketWatch, Quote.com, Hoover's and EDGAR Online.

We generate revenue from our Multex Investor Network through the sale of
sponsorships to investment banks and brokerage firms, the sale of banner
advertisements that allow interested users to link directly to the advertisers'
own Web sites, and pay-per-view sales of investment research and other
financial reports. To date, we have signed sponsorship agreements with Merrill
Lynch, Salomon Smith Barney and Gruntal & Co.

In connection with the Merrill Lynch sponsorship, we recently assisted
Merrill Lynch in the launch of www.askmerrill.com, a four-month trial Web site
that makes Merrill Lynch's award-winning research available to individual
investors with access to the Internet. Specifically, the trial Web site,
developed by us and co-branded in partnership with Merrill Lynch, gives
registered users access to:

. Merrill Lynch Research reports on specific companies, including analyst
reports and earnings estimates;

. an at-a-glance listing of the latest research reports available from
Merrill Lynch analysts; and

. a research tracker feature that automatically displays reports for up to
ten companies specified by the user.

Other Services

Through Multex Data Group, we maintain an earnings estimate database and
generate related, proprietary financial reports, which are resold through
various distributors. These reports, which combine information from our
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 Multex Investor Network, and may be offered in the future on a subscription
basis.

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Research and Information Providers

We have dedicated substantial resources to develop relationships with an
extensive range of domestic and international investment banks, brokerage firms
and third-party research providers, and we have a dedicated sales force which
is continually recruiting research providers. We manage our relationship with
each major research provider through our staff of account representatives.

Set forth below is a representative list of our research and information
providers:

Selected North American Information Providers

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

Selected International Information Providers

<TABLE>
<S> <C>
ABN Amro Dresdner Kleinwort Benson PaineWebber
Alfred Berg Fox Pitt, Kelton* International*
Auerbach Grayson* Goldman Sachs Paribas*
Bankers Trust Australia International RBC Dominion
Limited HSBC James Capel Securities Inc.
Cazenove & Co. Indosuez WI Carr* Robert Fleming & Co.
Clarion Securities ING Barings Salomon Smith Barney
Commerzbank AG Jardine Fleming Holdings Santander Investment
Credit Lyonnais Europe* Ltd. Securities*
Credit Suisse First JP Morgan Securities Ltd. SBC Warburg Dillon
Boston Merrill Lynch Read
Daiwa Institute of International* Schroder Securities
Research Ltd.* Morgan Stanley Limited*
Deutsche Morgan Grenfell International SG Securities PTE
Nomura Securities Union Bank of
International Switzerland
</TABLE>

Selected Third-Party Information Providers
Yorktown Securities*

<TABLE>
<S> <C>
Baseline* Instinet Research* Standard & Poor's*
CNBC/Dow Jones* IPO Maven* The Red Chip Review*
Duff & Phelps Credit Renaissance Capital* Value Line*
Rating* SNL Securities* Wall Street
Gartner Group* Transcript*
</TABLE>
- --------
* Also provides research and information for Multex Research-On-Demand

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Customers

Multex.com 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 31 of the world's leading brokerage
firms, and thousands of users access Multex Research-On-Demand. Multex Investor
Network, which was launched in November 1998, had more than 500,000 registered
members on July 22, 1999.

Set forth below is a representative list of our institutional customers:
<TABLE>
<S> <C> <C>
AIM Advisors Gabelli Asset Management Morgan Stanley Asset
Alliance Capital Management GE Capital Management
Arthur Andersen & Company Goldman Sachs & Co. Oppenheimer Funds
BancBoston Robertson Stephens Gruntal & Co. PaineWebber
Barclays Global Investors Heidrick & Struggles Piper Jaffray
BT Alex. Brown Hewlett-Packard Putnam Investments
Citibank Global Asset Management 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 Management SG Cowen
Fleet Investment Advisors-- Legg Mason Wood Walker Soundview Financial Group
Equity Partners McKinsey & Co. UBS Securities
Franklin Research and Development Merrill Lynch Asset Management Vanguard
</TABLE>

Strategic Distribution Relationships

Multex.com has established a number of strategic distribution relationships
to provide marketing and additional distribution for its services, to build
traffic on our Web sites and to increase investor awareness of our services and
the Multex.com brand name. These strategic relationships target both
institutional investors and individual investors.

We have entered into agreements and strategic relationships with ADP,
Bloomberg, Bridge, Disclosure, Dow Jones and Reuters to assist us in marketing
our services to institutional investors, although in the case of ADP and
Bridge, the services are not expected to become available until the third
quarter of 1999. In each case, we share 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. We recently renegotiated our strategic relationship
with Reuters for the five-year term beginning on January 1, 1999. See "Certain
Transactions of Multex.com."

In order to enhance the distribution of investment research to the individual
investor market, we have entered into an agreement with America Online. This
agreement is for an initial two-year term and is automatically renewable unless
either party gives advance notice of its intention not to renew. Under our
agreement with AOL, we have secured a position as an anchor tenant for
brokerage research on the AOL Personal Finance channel as well as a integrated
links on other screens within the AOL service, with links from those locations
back to Multex Investor Network.

In addition to the strategic relationships described above, we have entered
into agreements with numerous other distributors, including Big Charts, CBS
Marketwatch, CNNfn, Data Broadcasting Corp., EDGAR Online, Hoover's, MediaOne,
Quote.com, Stock Smart and Ziff Davis Interactive Investor, to further attract
traffic to the Multex Investor Network and our other Web sites.

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Sales and Marketing

Multex.com sells its services through a sales and marketing organization,
which consisted of an aggregate of 77 employees at June 30, 1999. Our sales
force is organized into geographic teams focused on sales of subscriptions to
MultexNET, sales of subscriptions to MultexEXPRESS and sales of Multex
Research-On-Demand on a pay-per-view or subscription basis. Furthermore,
sponsorships on the Multex Investor Network are sold directly by our sales
staff. In addition, we sell sponsorship and banner advertising, pursuant to an
agreement with DoubleClick.

Our sales force develops sales presentations, demonstrates our services and
manages the complete sales cycle. We currently have sales personnel in New York
and London, as well as two independent representatives in Hong Kong, who are
responsible for specific geographic territories as well as named accounts and
prospects around the world. We recently opened a sales office in San Francisco
and plan to add additional sales personnel from time to time as necessary.

In addition to our direct sales efforts, our services are also sold over a
growing number of third-party channels, including Bloomberg, Disclosure and
Reuters, which reach individual and institutional investors around the world.
We believe that our presence on these channels also serves as a significant and
continuous source of marketing for our services and the Multex.com brand name.
See "--Strategic Distribution Relationships."

To support our sales efforts, we employ a variety of methods to market and
promote our services and the Multex.com brand name. These methods include
direct mail, print advertisements, Internet advertisements, trade shows and
conferences, and telemarketing. We also utilize our Web sites, which are
continually updated with corporate and industry news, new information about our
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

Our future success will depend upon our ability to maintain and develop
competitive technologies, to continue to enhance our current services and to
develop and introduce new services in a timely and cost-effective manner that
meets changing conditions, including evolving customer needs, new competitive
service offerings, emerging industry standards and rapidly changing technology.
We have a dedicated research and development organization that develops new
features and functionality for our 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 June 30, 1999, we had 26
employees engaged in research and development. Research and development
expenses were $1.4 million in 1996, $1.6 million in 1997, $2.2 million in 1998
and $1.6 million in the six months ended June 30, 1999. We expect to continue
making substantial expenditures on research and development in the future.

The market for the electronic distribution of investment research and related
services 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 we 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 individual
and institutional investors. Any failure by us 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 our services and would have a material and adverse effect on our
business, results of operations and financial condition. See "Risk Factors--
Multex.com's business would be materially and adversely affected if the
emerging market for online investment research does not continue to grow."

Customer Service and Network Support

Multex.com is committed to providing a high level of service and support to
its customers. Because our services are available to users 24 hours-a-day, 7
days-a-week, our network support services are likewise

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continuously available. Customer service is generally available weekdays from 8
a.m. to 6 p.m. (New York time). Inquiries come in through our Web sites and via
e-mail and telephone. At June 30, 1999, we had 28 employees engaged in customer
service and network support.

System Architecture and Technology

We believe that our system architecture and proprietary technology provide us
with an important competitive advantage. We use only open standard components,
including Microsoft Windows NT, Microsoft Internet Information Server,
Microsoft SQL Server and Fulcrum Server. The infrastructure of our production
site is built to provide continuous availability of service to both
contributors and users 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. Our infrastructure
is scalable, allowing us to quickly adjust to our expanding client and research
information database.

Our operations are dependent on our ability to maintain our computer and
telecommunications systems in effective working order and to protect our
systems against damage from fire, natural disaster, power loss,
telecommunications failure or similar events. Although we are currently in the
planning stages of acquiring and implementing a redundant back-up, off-site
computer system, this measure will not eliminate the significant risk to our
operations from a natural disaster or system failure at our principal site. In
addition, any failure or delay in the timely transmission or receipt of feeds
and computer downloads from our information providers, due to system failure of
the information providers, the public network or other failures, could disrupt
our operations. See "Risk Factors--Because Multex.com's business is dependent
upon one computer system, we are particularly susceptible to problems caused by
system failures, security breaches or other damage to our system."

Competition

The market for the electronic distribution of investment research and related
services is intensely competitive and this competition is expected to continue
to increase. We believe that our ability to compete will depend upon many
factors both within and beyond our 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 us and our
competitors, ease of use, performance, price, reliability, customer service and
support, and sales and marketing efforts. Our competitors vary in size and in
the scope and breadth of services offered. Further, we encounter direct and
indirect competition from a number of sources, including traditional media,
companies that provide investment research, including investment banks and
brokerage firms, many of whom have their own Web sites, investment newsletters,
personal financial magazines and other Internet providers of either free or
subscription research services. In addition, extensive company-specific
information, as well as general investment research relating to particular
industries, may be obtained, frequently without charge, from public sources,
including annual reports, Standard & Poor's company-specific reports and Value
Line investment research reports, all of which are available from public
libraries and from the companies to which these reports relate, and industry
research appearing in financial periodicals.

We believe 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 this 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. We believe 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. We believe that the
principal competitive factors in attracting advertisers will include the number
of subscribers, the demographics of these subscribers and the "pre-
qualification" features that can be offered to investment banks and brokerage
firms. There can be no assurance that we will be able to compete favorably with
respect to these or any other competitive factors.

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Our MultexNET and Multex Research-On-Demand services compete with large and
well-established distributors of financial information, including First Call,
Investext and I/B/E/S. Our MultexEXPRESS service competes with services
provided by in-house management information services personnel and independent
systems integrators. Our Multex Investor Network service competes with Web
sites that offer personal finance information, including Microsoft Investor and
Yahoo! Finance, and Web sites hosted by investment banks and brokerage firms,
such as DLJ Direct and Prudential Securities, offer a particular firm's
research reports online either exclusively to their customers or more generally
to the public. Numerous other competitors, including 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 our
services. Many of our existing and prospective competitors have longer
operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
As a result, they may be able to respond more quickly to new or emerging
technologies and changes in investor requirements, or devote greater resources
to the development, promotion and sale of their services than we can. These
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--Multex.com's business could be materially and
adversely affected by increased competition."

Intellectual Property

Our future success will depend, in substantial part, on our intellectual
property, and we rely upon copyright, patent, trade secret and trademark laws
in the United States and other jurisdictions to protect our proprietary rights.
We own copyrights in the computer software and online materials that we have
developed or acquired, and currently hold limited licenses to use and
distribute software in which third parties own copyrights, including software
for electronic document and database management. We have also entered into
limited license agreements with some of the investment banks, brokerage firms
and other third-party research providers that own the copyrights in research
reports that we distribute electronically. We distribute other research reports
without the benefit of written licenses with the providers of those reports,
solely on the basis of implied licenses that we believe these providers have
granted. There can be no assurance that we will be able to maintain our
licenses of research content or of third-party software, that we will be able
to obtain these licenses in the future on commercially reasonable terms, if at
all, that we will be able to continue to distribute those research reports for
which we do not have written licenses or that our competitors will not be able
to independently develop competing software or on-line materials so as to avoid
infringing upon our copyrights. Also, because none of our licenses of third-
party software and research content are exclusive, this software and content is
and will be available to our current and future competitors. Our 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 our competitors to
obtain rights to distribute the same research reports that we distribute, could
have a material and adverse effect on our business, results of operations and
financial condition.

We own three U.S. patents which claim certain aspects of an information
delivery system that provides electronic distribution of research documents
over the Internet. These patents expire on June 4, 2016. We have also filed
patent applications in Canada and the United Kingdom corresponding to all three
patents. There can be no assurance that any of our pending patent applications
will be allowed, that any patents will be issued to us even if the respective
applications have been or will be allowed, or that any patents that are issued
to us will not be successfully challenged by others and invalidated through
agreements with employees, representatives, advisors and others. We also rely
on trade secrets and proprietary know-how for certain unpatented aspects of our
business information and technology. To protect such information, we generally
require all employees, consultants and licensees to enter into confidentiality
agreements limiting the disclosure and use of such information. There can be no
assurance that these agreements provide meaningful protection or that they will
not be breached, that we will have adequate remedies for any such breach, or
that our trade secrets, proprietary know-how, and technological advances will
not otherwise become known to others. In addition, there can be no

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assurance that, despite precautions we have taken, others have not and will not
obtain access to our proprietary technology. Further, there can be no assurance
that third parties will not independently develop substantially equivalent or
better technology or accrue equivalent business information.

We rely upon and seek to protect the trademarks and service marks that we
currently use, and those that we intend to use in the future, through
registration in the United States and other jurisdictions. We have been granted
United States federal and German registrations for MultexNET, and two MultexNET
logos, as trademarks and service marks, and have applied for registration of
the same marks in Japan, Taiwan, Hong Kong, the United Kingdom and the European
Union. There can be no assurance that any of our 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 us, will not be
successfully challenged by others and invalidated through administrative
process or litigation. We also use the following trademarks and service marks:
Multex.com, the Multex.com logo, MultexEXPRESS, Multex Research-On-Demand,
Multex Investor Network and The Online Investment Research Network. There can
be no assurance that our use of and interest in these trademarks and service
marks will be subject to any legal protection in any of the jurisdictions in
which we now do business or might do business in the future. As our business is
dependent on brand recognition in the marketplace, any failure to maintain and
protect our trademarks and service marks could have a material and adverse
effect on our business, results of operations and financial condition.

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

Legal standards relating to the validity, enforceability and scope of
protection of 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 of our proprietary rights or other companies within the industry.
See "Risk Factors--If Multex.com fails to adequately protect its intellectual
property rights or faces a claim of intellectual property infringement by a
third party, it could lose its intellectual property rights or be liable for
significant damages."

Government Regulation

We are subject, both directly and indirectly, to various laws and
governmental regulations relating to our business. There are currently few laws
or regulations directly applicable to 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. These laws and regulations may cover issues including, for example,
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 including, for example, property ownership,
libel and personal privacy is uncertain and could expose us to substantial
liability. Any new legislation or regulation or the application of existing
laws and regulations to the Internet could have a material and adverse effect
on our business, results of operations and financial condition.

As our services are available over the Internet anywhere in the world,
multiple jurisdictions may claim that we are required to qualify to do business
as a foreign corporation in each of those jurisdictions. Our failure to qualify
as a foreign corporation in a jurisdiction where we are required to do so could
subject us to taxes and penalties for the failure to qualify. It is possible
that state and foreign governments might also attempt to regulate our
transmissions of content on our Web sites or prosecute us 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 we might not
unintentionally violate these laws or that these laws will not be modified, or
new laws enacted, in the future.

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Employees

At June 30, 1999, we employed 187 persons, compared to 149 persons at
December 31, 1998. Our future success will depend in substantial part upon our
ability to attract and retain highly qualified employees. Competition for this
personnel, in particular information technology professionals, is intense, and
there can be no assurance that we will be able to retain our senior management
or other key employees, or that we will be able to attract and retain
additional qualified personnel in the future. Our employees are not represented
by any collective bargaining organization and we consider our relations with
our employees to be good. See "Risk Factors--The loss of any of Multex.com's
key personnel could have a material and adverse effect."

Facilities

Our corporate headquarters are located in New York, New York. We lease
approximately 20,000 square feet, under a lease which expires in December 2000.
We also lease additional space in New York City and lease space for our sales
and marketing efforts in San Francisco and London. We currently are seeking
additional facilities and believe that we will be able to obtain additional
space as needed on commercially reasonable terms.

Legal Proceedings

We are not a party to any material legal proceedings.

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MANAGEMENT OF MULTEX.COM

Executive Officers, Other Key Employees and Directors

Executive officers, other key employees and directors of Multex.com, and
their ages as of August 16, 1999, are as follows:

<TABLE>
<CAPTION>
Age Position
Executive Officers: --- --------
<S> <C> <C>
Isaak Karaev(1)................ 52 Chairman and Chief Executive Officer
James M. Tousignant............ 38 President and Director
Gregg B. Amonette.............. 46 Senior Vice President, Sales and Marketing
John J. Mahoney................ 39 Senior Vice President, Product Development
Key Employees:
Mikhail Akselrod............... 44 Vice President, Operations
Malcolm Draper, Jr............. 47 Vice President, Multex Data Group, Inc.
William Ferguson............... 51 Managing Director, International Operations
Eduard Kitain.................. 33 Vice President, Software Engineering
Philip Scheps.................. 52 Vice President, Finance and Controller
Directors:
George F. Rick Adam, Jr.(2).... 52 Director
I. Robert Greene(1)(2)......... 39 Director
Lennert J. Leader(3)........... 43 Director
Herbert L. Skeete(3)........... 47 Director
John Tugwell(1)(2)............. 58 Director
</TABLE>
- --------
(1) Member of the Executive Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.

Isaak Karaev co-founded Multex.com in April 1993 and has served as Chief
Executive Officer and a director of Multex.com since that time. In addition,
Mr. Karaev served as Chairman of the board of directors from Multex.com's
inception to October 1996 and has served as Chairman of the board of directors
since April 1998. Before founding Multex.com, Mr. Karaev was the Senior Vice
President for Advanced Systems Development in the Brokerage Services
Information Group of ADP, a provider of front-office market data services and
back-office processing to the financial services industry, from 1989 to April
1993.

James M. Tousignant co-founded Multex.com in April 1993 and has served as
Multex.com's President and a Director since June 1999. Mr. Tousignant served as
Multex.com's Executive Vice President from December 1998 to June 1999 and as
Multex.com's Senior Vice President from April 1993 to December 1998. Before
founding Multex.com, Mr. Tousignant was Senior Director of Sales in the
Brokerage Services Information Group of ADP from 1989 to April 1993.

Gregg B. Amonette has served as Multex.com's Senior Vice President, Sales and
Marketing since December 1998, and also served as Multex.com's Vice President,
Sales and Marketing from August 1996 to December 1998. From January 1995 to
July 1996, Mr. Amonette was Vice President and General Manager of Micrognosis,
Inc., a division of CSK Software, Inc. and 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.

John J. Mahoney has served as Multex.com's Senior Vice President, Product
Development since December 1998, and also served as Multex.com's Vice
President, Product Development from August 1994 to December 1998. Prior to
joining Multex.com, Mr. Mahoney was Vice President of Workstation Products in
the Brokerage Services Information Group of ADP from 1987 to March 1993.

Mikhail Akselrod joined Multex.com in April 1993 and has served as
Multex.com's Vice President, Operations since April 1997. Prior to joining
Multex.com, 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.

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

William Ferguson has served as Multex.com'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 Multex.com's Vice President, Software Engineering
since January 1997 and has held various positions with Multex.com 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 Multex.com's Vice President, Finance and
Controller since December 1993. From 1990 to November 1993, Mr. Scheps served
as Controller of Harve Benard Ltd., a wholesale and retail apparel company.

George F. Adam, Jr. has served as a director of Multex.com since July 1999.
Mr. Adam is the founder, Chairman and Chief Executive Officer of New Era of
Networks Inc., a provider of enterprise application integrating software
solutions. From 1987 to 1993, Mr. Adam was a general partner of Goldman Sachs &
Co. where he was responsible for information technology, back office operations
and general services. Prior to joining Goldman Sachs, Mr. Adam served as the
Chief Information Officer and Vice President of Personnel at Baxter Healthcare
Corp. from 1980 to 1987.

I. Robert Greene has served as a director of Multex.com since July 1996.
Since January 1999, Mr. Greene has been a General Partner of Chase Capital
Partners, a global private equity organization. From August 1994 to December
1998, he was a Principal with Chase Capital Partners. From 1988 to July 1994,
Mr. Greene was an Associate, a Director and a Principal of Prudential Equity
Investors. Chase Capital Partners is a significant stockholder of Multex.com.

Lennert J. Leader has served as a director of Multex.com since December 1998.
Mr. Leader is President of America Online, Inc. Investments. Mr. Leader served
as Senior Vice President, Chief Financial Officer and Treasurer of America
Online, Inc. from September 1989 until July 1998 and was Chief Accounting
Officer from October 1993 until July 1998. Prior to joining America Online, Mr.
Leader was Vice President, Finance, of LEGENT Corporation, a computer software
and services company, from March 1989 to September 1989. He also served as
Chief Financial Officer of Morino, Inc., a computer software and services
company, from 1986 to March 1989 and as its Director of Finance from 1984 to
1986. Prior to joining Morino, Inc. in 1984, he was an audit manager at Price
Waterhouse. America Online, Inc., which is an affiliate of America Online, Inc.
Investments, is a significant stockholder of Multex.com.

Herbert L. Skeete became a director of Multex.com in March 1999. Since 1978,
Mr. Skeete has held various positions with Reuters Limited. Since January 1999,
Mr. Skeete has served as Director, Product Management--Real Time Information,
in the Equities Business Unit of Reuters Limited. From April 1998 to December
1998, Mr. Skeete was Director, Real-Time Information of Reuters Limited. From
November 1996 to April 1998, Mr. Skeete was Head of the Information Management
Group of Reuters Limited. Reuters America Inc., which is an affiliate of
Reuters Limited, is a significant stockholder of Multex.com.

John Tugwell has served as a director of Multex.com since July 1999. Since
October 1997, Mr. Tugwell has provided consulting services on strategic and
financial issues to family-owned and middle market companies in the
metropolitan New York region. From April 1996 to April 1997, Mr. Tugwell served
as President and Chief Executive Officer of Fleet Bank N.A. after its
acquisition of NatWest Bancorp Inc. in

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1996. Prior to this acquisition, Mr. Tugwell served as President and Chief
Executive Officer of NatWest Bancorp, a 400-branch financial services company.

Composition of the Board of Directors

Our board of directors is 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 that class will be elected for three-year
terms at the annual meeting of stockholders in the year in which their term
expires. Our board of directors has resolved that Messrs. Adam, Greene and
Tousignant will be Class I Directors whose terms expire at the 2000 annual
meeting of stockholders. Messrs. Leader and Skeete will be Class II Directors
whose terms expire at the 2001 annual meeting of stockholders. Messrs. Karaev
and Tugwell will be Class III Directors whose terms expire at the 2002 annual
meeting of stockholders. With respect to each class, a director's term will be
subject to the election and qualification of their successors, or their earlier
death, resignation or removal.

Mr. Skeete was appointed by the board of directors to fill a vacancy created
by Davis Gaynes in March 1999, when Mr. Gaynes resigned from the board of
directors.

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 our independent auditors, the scope of the annual
audits, fees to be paid to the auditors, the performance of our independent
auditors and our accounting practices. The members of the audit committee are
Messrs. Leader and Skeete.

The compensation committee of the board of directors determines the salaries
and incentive compensation of our officers and provides recommendations for the
salaries and incentive compensation of our other employees. The compensation
committee also administers our various incentive compensation, stock and
benefit plans. The members of the compensation committee are Messrs. Adam,
Greene and Tugwell.

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 Tugwell.

Director Compensation

We do not currently compensate directors for attending meetings of the board
of directors or committee meetings of the board of directors, but we do
reimburse directors for their reasonable travel expenses incurred in connection
with attending these meetings.

Under the Automatic Option Grant Program of the 1999 Stock Option Plan, which
is described below under "--1999 Stock Option Plan", and subject to the last
sentence of this paragraph, each individual who served as a non-employee member
of the board of directors on the date the underwriting agreement entered into
in connection with our initial public offering was executed and who was not
previously in our employ received at that time an option to purchase 12,000
shares of common stock with an exercise price equal to $14.00 per share. Each
individual who first joins the board of directors after the completion of our
initial public offering as a non-employee member of the board of directors will
also receive an option grant for 12,000 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 our prior employ. In addition, at each
annual meeting of stockholders, beginning with the 2000 annual meeting, each
individual who is to continue to serve as a non-employee member of the board of
directors will receive an option to purchase 3,750 shares of common stock,
whether or not such individual has been in our prior employ. 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, will not be eligible to receive any options under the
Automatic Option Grant Program.

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Executive Compensation

The following table sets forth all compensation earned during the fiscal year
ended December 31, 1998 by our Chief Executive Officer and our other four most
highly compensated executive officers of whose salaries and bonuses exceeded
$100,000 in 1998.

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...................................... $200,000 -- 250,000
Chief Executive Officer
James M. Tousignant............................... 129,942 $90,000 92,500
President
Philip Callaghan(2)............................... 130,769 90,000 25,000
Chief Financial Officer
Gregg B. Amonette................................. 130,000 90,000 67,500
Senior Vice President, Sales and Marketing
John J. Mahoney................................... 126,730 75,000 17,500
Senior 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 that column. The aggregate
amount of perquisites and other personal benefits provided to each
executive officer above is less than 10% of the total annual salary and
bonus of that officer.
(2) Mr. Callaghan resigned on August 16, 1999.

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Option Grants in Last Fiscal Year

The following table sets forth information regarding options granted to our
executive officers during the fiscal year ended December 31, 1998. We have
never granted any stock appreciation rights.

<TABLE>
<CAPTION>
Individual Grants(1)
-------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates
Number of Percent of Total Of Stock Price
Securities Options Exercise Appreciation
Underlying Granted to Price For Option Term(3)
Options Employees Per Expiration ---------------------
Name Granted In 1998(2) Share($) Date 5% 10%
- ---- ---------- ---------------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Isaak Karaev............ 250,000(4) 25.3% $5.00 11/29/08 $ 786,118 $ 1,992,178

James M. Tousignant..... 17,500 1.8 7.50 4/23/08 82,542 209,179
75,000(4) 7.6 5.00 11/29/08 235,835 597,653

Philip Callaghan(5)..... 17,500 1.8 7.50 4/23/08 82,542 209,179
7,500 0.8 5.00 12/15/08 23,584 59,765

Gregg B. Amonette....... 17,500 1.8 7.50 4/23/08 82,542 209,179
50,000(4) 5.1 5.00 12/15/08 157,224 398,436

John J. Mahoney......... 17,500 1.8 7.50 4/23/08 82,542 209,179
</TABLE>
- --------
(1) Each option represents the right to purchase one share of common stock.
The options shown in this column were all granted pursuant to our 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. The options with an exercise price of $7.50
per share were granted on April 24, 1998. The options with an exercise
price of $5.00 were granted to Messrs. Karaev and Tousignant on November
30, 1998, and to Messrs. Callaghan and Amonette on December 16, 1998. In
addition, the options will vest in the event we are acquired by merger or
asset sale or if any person, other than Mr. Karaev, becomes the owner of
more than 50% of our common stock.
(2) In the year ended December 31, 1998, we granted options to employees to
purchase an aggregate of 989,000 shares of common stock.
(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 the rules of the Securities and Exchange Commission and do not
represent an estimate or projection of our future common stock prices.
These amounts represent certain assumed rates of appreciation in the value
of our 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) These options vest on the date which is six years following the date of
their grant, but may vest earlier if we achieve certain milestones.
Specifically, the options will vest earlier with respect to 50% of the
shares when total gross revenues in any 12-month period exceed $25.0
million and, the other 50% of the shares when total gross revenues in any
12-month period exceed $40.0 million and we achieve positive earnings
before interest, taxes, depreciation and amortization.
(5) Mr. Callaghan resigned on August 16, 1999.

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Aggregated Option Exercises In The Year Ended December 31, 1998 And Fiscal
Year-End Option Values

The following table sets forth information concerning options to purchase
common stock exercised by our executive officers during the year ended December
31, 1998 and the number and value of unexercised options held by each of the
executive officers at December 31, 1998.

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired December 31, 1998 at December 31, 1998(1)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Isaak Karaev............ 100,000 $492,000 375,000 250,000 $1,668,750 --
James M. Tousignant..... 18,750 9,000 6,250 117,500 28,125 $115,500
Philip Callaghan(2)..... 43,750 241,125 -- 81,250 -- 253,125
Gregg B. Amonette....... 37,500 193,875 -- 130,000 -- 281,250
John J. Mahoney......... 75,000 36,000 34,375 45,625 166,688 126,563
</TABLE>
- --------
(1) There was no public market for the common stock on December 31, 1998. The
fair market value on December 31, 1998 was determined by the board of
directors to be $5.00 per share.
(2) Mr. Callaghan resigned on August 16, 1999.

Employment and Non-Competition Agreements

None of our executive officers has an employment agreement, although all of
our executive officers have entered into agreements that contain non-
competition, non-disclosure and non-solicitation restrictions and covenants,
including a provision prohibiting these officers from competing with Multex.com
during their employment with us and for a period of nine months after
termination of their employment with us.

1999 Stock Option Plan

Multex.com's 1999 Stock Option Plan is the successor equity incentive program
to Multex.com's existing 1993 Stock Incentive Plan and became effective in
January 1999. We have reserved for issuance 3,411,375 shares of common stock
under the 1999 Stock Option Plan. This initial share reserve is comprised of
the shares issuable upon exercise of outstanding stock options granted under
the 1993 Stock Incentive Plan plus the remaining share reserve available for
option grants under that plan. 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 750,000 shares. However, in no event may any one
participant in the 1999 Stock Option Plan receive option grants or direct stock
issuances for more than 375,000 shares in the aggregate per calendar year.

Outstanding options under the 1993 Stock Incentive Plan were incorporated
into the 1999 Stock Option Plan at the time of our initial public offering, and
no further option grants will be made under the 1993 Stock Incentive Plan
thereafter. 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 1999 Stock Option Plan to those options. However, except as
otherwise noted below, the outstanding options under the 1993 Stock Incentive
Plan contain substantially the same terms and conditions summarized below for
the Discretionary Option Grant Program in effect under the 1999 Stock Option
Plan.

The 1999 Stock Option Plan is divided into four separate components:

. the Discretionary Option Grant Program under which eligible individuals,
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 the Plan Administrator;

. the Stock Issuance Program under which eligible individuals may, in the
Plan Administrator's discretion, be issued shares of common stock
directly, through the purchase of shares at a price determined by the
Plan Administrator or as a bonus tied to the performance of services;

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<PAGE>

. 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

. 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 are
administered by the compensation committee of the board of directors. The
compensation committee, as Plan Administrator, has complete discretion to
determine which eligible individuals are to receive option grants or stock
issuances, the time or times when option grants or stock issuances are to be
made, the number of shares subject to each 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 also has 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 exercises 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 are made in compliance with the express provisions of these
programs.

The exercise price for the shares of common stock subject to option grants
made under the 1999 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 1999 Stock Option Plan in
connection with their acquisition of shares, by allowing 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 that acquisition.

In the event of an acquisition of Multex.com, whether by merger or asset sale
or a sale by the stockholders of more than 50% of the total combined voting
power of Multex.com 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
our repurchase rights with respect to those shares are to be assigned to the
successor corporation or otherwise continued in effect. The Plan Administrator
has the authority under the Discretionary Option Grant Program to provide that
the shares subject to options granted under that program will automatically
vest as follows:

. upon an acquisition of Multex.com, whether or not those options are
assumed or continued;

. upon a hostile change in control of Multex.com effected through a
successful tender offer for more than 50% of the outstanding voting stock
or by proxy contest for the election of members of the board of
directors; or

. 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 1993 Stock
Incentive Plan will vest in the event of an acquisition of Multex.com
whether by merger or asset sale or, if any person other than Mr. Karaev
becomes the owner of more than 50% of the common stock of Multex.com.

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

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<PAGE>

us equal to the excess of the fair market value of the vested shares of common
stock subject to the surrendered option over the aggregate exercise price
payable for those shares. This 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 1993 Stock Incentive 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 of our
executive officers and other highly compensated employees 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 specified changes in the ownership
or control of Multex.com.

Under the Automatic Option Grant Program, and subject to the last sentence of
this paragraph, each individual who served as a non-employee member of the
board of directors on the date the underwriting agreement entered into in
connection with our initial public offering was executed and who was not
previously in our employ received at that time an option grant for 12,000
shares of common stock with an exercise price equal to $14.00 per share. Each
individual who first joins the board of directors after the completion of our
initial public offering as a non-employee member of the board of directors will
also receive an option grant for 12,000 shares of common stock at the time of
his or her commencement of service on the board of directors, provided that the
individual has not otherwise been in our prior employ. In addition, at each
annual meeting of stockholders, beginning with the 2000 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 3,750 shares of common
stock, whether or not that individual has been in our prior employ. 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, will 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 ten 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 12,000-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 3,750-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 specified changes in the ownership or control of Multex.com or, 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 of our officers as part of
their option grants under the Discretionary Option Grant Program. Options with
this limited stock appreciation right may be surrendered to us upon the
successful completion of a hostile tender

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<PAGE>

offer for more than 50% of our outstanding voting stock. In return for the
surrendered option, the optionee will be entitled to a cash distribution from
us in an amount per surrendered option share equal to the excess of the highest
price per share of common stock paid in connection with the tender offer over
the exercise price payable for that share.

Our board of directors may amend or modify the 1999 Stock Option Plan at any
time, subject to any required stockholder approval. The 1999 Stock Option Plan
will terminate on the earliest of ten years after the date that the board of
directors adopts the 1999 Stock Option Plan, the date on which all shares
available for issuance under the 1999 Stock Option Plan have been issued as
fully-vested shares, or the termination of all outstanding options in
connection with specified changes in control or ownership of Multex.com.

Pursuant to the Plan Amendment Proposal, Multex.com is seeking stockholder
approval to increase the shares reserved for issuance under the 1999 Stock
Option Plan by 2,500,000 shares. See "Proposed Amendment to Multex.com's 1999
Stock Option Plan."

1999 Employee Stock Purchase Plan

Multex.com has reserved for issuance 750,000 shares of common stock under
Multex.com's 1999 Employee Stock Purchase Plan, which became effective in
January 1999. The Employee Stock Purchase Plan is designed to allow eligible
employees of Multex.com and participating subsidiaries to purchase shares of
common stock, at semi-annual intervals, through their periodic payroll
deductions under the Employee Stock Purchase Plan.

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 began on the date of our initial public
offering and will end on or about the last business day in April 2001. The next
offering period will commence on the first business day in May 2001, 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, May 1 or November 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, which is the last
business day in April and October each year, at a purchase price per share not
less than eighty-five percent (85%) of the lower of the fair market value of
the common stock on the participant's entry date into the offering period or,
the fair market value on the semi-annual purchase date. In no event, however,
may any participant purchase more than 1,500 shares, nor may all participants
in the aggregate purchase more than 187,500 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.

Our 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 April 2009, unless sooner terminated by
the board of directors.

Compensation Committee Interlocks and Insider Participation

The compensation committee of the board of directors consists of Messrs.
Adam, Greene and Tugwell, none of whom has been an officer or employee of
Multex.com at any time since our inception. No executive officer of Multex.com
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 our 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 the compensation of our executive officers.

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<PAGE>

CERTAIN TRANSACTIONS OF MULTEX.COM

Reuters Agreements

Reuters Limited entered into a strategic distribution relationship with
Multex.com in June 1995. An affiliate of Reuters, Reuters America Inc., is one
of our significant stockholders. Under the terms of a Software and Reciprocal
Data License Agreement, dated June 1, 1995, as amended on September 1, 1996,
November 14, 1996 and December 18, 1997, we granted to Reuters a limited, non-
exclusive license to use and distribute some of our technology for production
and delivery of research reports to Reuters' customers, to market and
distribute MultexNET research reports to up to 15,000 Reuters' customers, and
to market Multex Research-on-Demand service to Reuters' customers. In 1998,
Reuters made aggregate payments to us of approximately $1.2 million, which
consisted of a $500,000 license fee and payments for consulting and maintenance
services.

On July 15, 1998, we and Reuters entered into a revised agreement, pursuant
to which we renegotiated the terms of our relationship described above. The new
agreement, which took effect on January 1, 1999, is for a five-year term and is
automatically renewable for one-year periods thereafter, unless terminated by
either party. Under the terms of this agreement, Multex.com supplies
subscribers of the Reuters 3000 product with the ability to access the Multex
database via the Reuters Web, an intranet controlled by Reuters that uses
Internet technology to retrieve and display data. MultexNET and Multex
Research-On-Demand are available to Reuters 3000 subscribers on both a
subscription and pay-per-view basis. Revenues generated from the use of
Multex.com products via the Reuters Web are shared in accordance with the terms
of this agreement. Specifically, Reuters is required to pay us 50% of all
revenues generated from the first 20,000 Reuters' customers who subscribe to
MultexNET, and 40% of all revenues generated from subscribers in excess of
20,000. In addition, Reuters is required to pay us a royalty payment of 75% of
all purchases by Reuters' customers of research reports and information from
Multex Research-on-Demand. Over the five year term, Reuters may terminate the
agreement if certain subscriber minimums are not met. Beginning on January 1,
2000, Reuters may terminate the agreement if the number of subscribers does not
exceed 1,000. Over the remaining four year period, this minimum number of
subscribers increases from 2,500 to 5,000 by December 31, 2003.

We believe that the terms of the initial agreement with Reuters were no less
favorable than the terms we would have otherwise negotiated with an
unaffiliated third party as we entered into this agreement before Reuters
America Inc. became a stockholder of Multex.com in June 1996. In addition, we
believe that the terms of the revised agreement with Reuters, which became
effective on January 1, 1999, are no less favorable than the terms we would
have otherwise negotiated with an unaffiliated third party.

Mr. Skeete, who became a director of Multex.com in March 1999, is an officer
of Reuters.

America Online Agreements

In March 1998, Multex.com entered into an agreement, which was amended in
February 1999, with America Online, Inc., one of our significant stockholders.
Pursuant to the terms of the initial agreement, we secured a position as an
anchor tenant for brokerage research on the America Online Personal Finance
channel as well as a programming presence on other screens within the America
Online service, with links from those locations back to Multex Investor
Network. Under the revised agreement, our anchor tenancy for brokerage research
on the America Online Personal Finance channel became "exclusive" so that we
receive continuous and permanent placement on the channel. America Online has
the right to cancel this "exclusive" tenancy if we do not remain one of the top
three providers of commingled investment and brokerage research, or if it
determines that our content is not commensurate with that of a top three
provider. The revised agreement also provides for additional tenancies,
including placements on international and other screens within the America
Online service and on CompuServe's personal finance channel. The initial and
revised agreements expire in February 2001 and are automatically renewable
unless either party gives advance notice of its intention not to renew. In
consideration of the anchor tenant position, we paid America Online a carriage
fee of $100,000 in

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<PAGE>

1998 and under the revised agreement, we are obliged to pay an aggregate
carriage fee of $1.8 million in eight equal installments, which began in
February 1999 and end in November 2000. In addition, America Online receives
10% to 25% of both advertising and merchandising revenues from advertisements
and sales generated from the Multex Investor Network, with links back to the
America Online network. This revenue share is based on an advertising minimum
of $30.00 for each thousand times an advertisement is delivered to a user.

We believe that the terms of the agreement with America Online are no less
favorable than the terms we would have otherwise negotiated with an
unaffiliated third party as the parties entered into the agreement before
America Online became one of our stockholders in December 1998. In addition, we
believe that the terms of the revised agreement with America Online, which
became effective on February 25, 1999, are no less favorable than the terms we
would have otherwise negotiated with an unaffiliated third party.

Mr. Leader, who is one of our directors, is the President of America Online,
Inc. Investments, an affiliate of America Online.

Preferred Stock Financings

In November 1993 and March 1994, Multex.com sold 25,000 shares of Series A
convertible preferred stock to Euclid Partners III, L.P., Isaak Karaev and
other investors for an aggregate offering amount of $2,500,000. In November
1994, we 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 other
investors for an aggregate offering amount of $5,500,000. In 1996, we 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 other investors for an aggregate offering amount of
$15,000,000. In July and August 1997, we sold 55,556 shares of Series D
convertible preferred stock to Chase Venture Capital Associates, L.P., Euclid
Partners IV, L.P., FGIC Services, Inc., The Fl@tiron Fund, LLC and Reuters
America Inc. for an aggregate offering amount of $10,000,000. In December 1998,
we sold 80,000 shares of Series E convertible preferred stock to Chase Venture
Capital Associates, L.P., Flatiron Associates LLC, The Flatiron Fund 1998/99
LLC, Rader Reinfrank Investors, L.P., America Online, Inc., Prospect Street NYC
Discovery Fund, L.P. and Mellon Ventures, L.P. for an aggregate offering amount
of $20,000,000. Mr. Karaev is a limited partner of Flatiron Associates LLC.
Upon the completion of Multex.com's initial public offering, all of these
outstanding shares of preferred stock were converted into an aggregate of
approximately 14,861,112 shares of common stock.

Stock Options Granted to Executive Officers

For additional information regarding the grant of stock options to executive
officers and directors, see "Management--Director Compensation," "--Executive
Compensation," "--1999 Stock Option Plan" and "Principal Stockholders."

Employment of Michael Gavronsky

In February 1999, Michael Gavronsky became an employee of Multex.com, and
serves as Multex.com's Vice President, Application Development. Mr. Gavronsky
is the son-in-law of Isaak Karaev, Multex.com's Chief Executive Officer.
Pursuant to an offer letter dated February 1999, Multex.com granted Mr.
Gavronsky a stock option to purchase 30,000 shares of common stock at an
exercise price of $9.00 per share. In addition, six months after the
commencement of his employment, Mr. Gavronsky may receive an option to purchase
an additional 20,000 shares of common stock, subject to satisfactory work
performance.

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<PAGE>

PRINCIPAL STOCKHOLDERS
OF MULTEX.COM

The following table sets forth information with respect to the beneficial
ownership of the common stock as of June 30, 1999 by each stockholder whom we
know to beneficially own 5% or more of the outstanding shares of common stock,
each of our directors and executive officers and all of our directors and
executive officers as a group. Unless otherwise indicated, the address of each
beneficial owner listed below is c/o Multex.com, Inc., 33 Maiden Lane, 5th
Floor, New York, New York 10038.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except as indicated by the footnotes below,
we believe, based on information furnished to us, that the persons and
entities named in the table below 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 21,852,691 shares of common
stock outstanding as of June 30, 1999. In computing the number of shares of
common stock subject to options held by that person that are exercisable
within 60 days of June 30, 1999, these shares are deemed outstanding for the
purpose of determining the percentage ownership of the optionee. These shares,
however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other stockholder.
<TABLE>
<CAPTION>
Number Percent
of Beneficially
Name of Beneficial Owner Shares Owned
- ------------------------ --------- ------------
<S> <C> <C>
Executive Officers and Directors:
Isaak Karaev (1)........................................ 1,269,668 5.7%
James M. Tousignant (2)................................. 211,625 1.0
Philip Callaghan (3).................................... 66,875 *
Gregg B. Amonette (4)................................... 60,625 *
John J. Mahoney (5)..................................... 190,625 *
George F. Rick Adam, Jr................................. 0 *
I. Robert Greene (6).................................... 3,042,118 13.9
Lennert J. Leader (7)................................... 400,000 1.8
Herbert L. Skeete (8)................................... 1,944,444 8.9
John Tugwell............................................ 150 *
All directors and executive officers as a group
(10 persons) (9)....................................... 7,185,980 32.3
Other 5% Stockholders:
Chase Venture Capital Associates, L.P. (10)............. 3,042,118 13.9
Euclid Partners Corporation (11)........................ 1,840,278 8.4
Reuters America Inc. (12)............................... 1,944,444 8.9
</TABLE>
- -------
*Less than one percent.

(1) Includes 375,000 shares of common stock issuable upon the exercise of
stock options which are exercisable within 60 days of June 30, 1999. Does
not include 8,000 shares of common stock held by Flatiron Associates LLC,
of which Mr. Karaev is a limited partner.

(2) Includes 4,375 shares of common stock issuable upon the exercise of stock
options which are exercisable within 60 days of June 30, 1999.

(3) Mr. Callaghan resigned on August 16, 1999.

(4) Includes 12,500 shares of common stock issuable upon exercise of stock
options which are exercisable within 60 days of June 30, 1999.

(5) Includes 4,375 shares of common stock issuable upon the exercise of stock
options which are exercisable within 60 days of June 30, 1999.

(6) Consists of 3,042,118 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 limited partner of Chase Capital Partners. In
this capacity,

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Mr. Greene may be deemed to be the beneficial owner of these shares,
although he disclaims beneficial ownership of these shares except to the
extent of his pecuniary interest, if any. Does not include 8,000 shares of
common stock held by Flatiron Associates LLC, of which Mr. Greene is
managing partner.

(7) Consists of 400,000 shares of common stock held by America Online, Inc.
Mr. Leader serves as the President of an affiliate of America Online,
Inc., America Online, Inc. Investments. In this capacity, Mr. Leader may
be deemed to be a beneficial owner of these shares, although he disclaims
beneficial ownership of these shares to the extent of his pecuniary
interest, if any.

(8) Consists of 1,944,444 shares of common stock held by Reuters America Inc.
Mr. Skeete serves as Director, Product Management--Real Time Information
of Reuters Limited, an affiliate of Reuters America Inc. In this
capacity, Mr. Skeete may be deemed to be the beneficial owner of these
shares, although he disclaims beneficial ownership of these shares except
to the extent of his pecuniary interest, if any.
(9) Includes 396,250 shares of common stock issuable upon exercise of stock
options which are exercisable within 60 days of June 30, 1999. See Notes
1 through 5.

(10) Consists of 3,042,118 shares of common stock held by Chase Venture
Capital Associates, L.P., of which Chase Capital Partners is the General
Partner. Mr. Greene is a limited partner of Chase Capital Partners. In
this capacity, Mr. Greene may be deemed to be the beneficial owner of
these shares, although he disclaims beneficial ownership of these shares
except to the extent of his pecuniary interest, if any. The address for
Chase Venture Capital Associates, L.P. is 380 Madison Avenue, 12th Floor,
New York, New York 10017.

(11) Consists of 1,000,000 shares of common stock held by Euclid Partners III,
L.P. and 840,278 shares of common stock held by Euclid Partners IV, L.P.
The address of Euclid Partners Corporation is 45 Rockefeller Plaza, Suite
907, New York, New York 10111.

(12) Consists of 1,944,444 shares of common stock held by Reuters America Inc.
Mr. Skeete serves as Director, Product Management--Real Time Information
of Reuters Limited, an affiliate of Reuters America Inc. In this
capacity, Mr. Skeete may be deemed to be the beneficial owner of these
shares, although he disclaims beneficial ownership of these shares except
to the extent of his pecuniary interest, if any. The address for Reuters
America Inc. is 1700 Broadway, 40th Floor, New York, New York 10019.

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DESCRIPTION OF CAPITAL
STOCK OF MULTEX.COM

The following description of our securities and various provisions of our
revised certificate of incorporation and our revised bylaws are summaries.
Statements contained in this joint proxy statement/prospectus relating to such
provisions are not necessarily complete, and reference is made to the revised
certificate of incorporation and the revised bylaws, copies of which have been
filed with the Securities and Exchange Commission as exhibits to our
registration statement of which this joint proxy statement/prospectus
constitutes a part.

Our authorized capital stock will consist 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 August 13, 1999, there were 21,859,566 shares of common stock
outstanding and held of record by 131 stockholders. After the consummation of
the merger, there will be approximately 26,700,000 shares of common stock
outstanding.

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
dividends, if any, as may be declared by the board of directors out of funds
legally available for dividends, subject to any preferential dividend rights of
any outstanding preferred stock. Upon the liquidation, dissolution or winding
up of Multex.com, the holders of common stock are entitled to receive ratably
our net assets available after the payment of all debts and other liabilities
and subject to the prior rights of any outstanding shares of preferred stock.
Holders of common stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of common stock are fully paid and
nonassessable, and the shares offered by us in this offering will be fully paid
and nonassessable upon receipt of payment. 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 we may designate and issue in the future.

Preferred Stock

The board of directors is 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 series, including the dividend rights, dividend rates, conversion rights,
voting rights, terms of redemption which may include sinking fund provisions,
redemption price or prices, liquidation preferences and the number of shares
constituting any series or designations of that series. We have no present
plans to issue any shares of preferred stock. See "--Anti-Takeover Effects of
Various Provisions of Delaware Law and Multex.com's Revised Certificate of
Incorporation and Revised Bylaws."

Options

As of August 13, 1999, (i) 3,121,675 shares of common stock were subject to
outstanding options under the 1999 Stock Option Plan, (ii) 2,450,875 shares
remained available for future issuance, assuming stockholder approval of the
2,500,000 share increase which is the subject of this Proposal, and (iii)
338,025 shares have been issued in connection with option exercises. See
"Management--1999 Stock Option Plan."

Warrant

As of August 13, 1999, a warrant to purchase 318,050 shares of common stock
at an exercise price of $4.80 per share was outstanding. The warrant contains
anti-dilution provisions providing for adjustments of the exercise price and
the number of shares of common stock underlying the warrant upon the occurrence
of specified events, including any recapitalization, reclassification, stock
dividend, stock split, stock combination

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<PAGE>

or similar transaction. The common stock issuable upon exercise of the warrant
have registration rights, which are described below. See "Shares Eligible for
Future Sale."

Registration Rights

Pursuant to the terms of a registration rights agreement entered into between
us and some of our stockholders, the holders of 16,111,112 shares of common
stock are entitled to demand registration rights concerning the registration of
these shares under the Securities Act. The holders of 33% or more of these
shares are entitled to demand that we register their shares under the
Securities Act, subject to various limitations. We are not required to effect
more than two registrations pursuant to these demand registration rights. In
addition, pursuant to the terms of the stockholders agreement, the holders of
16,111,112 shares of common stock are entitled to piggyback registration rights
concerning the registration of shares of common stock under the Securities Act.
In the event that we propose to register any shares of common stock under the
Securities Act, either for our own account or for the account of other security
holders, the stockholders having piggyback rights are entitled to receive
notice of that registration and are entitled to include their shares in the
registration, subject to various limitations described below. In addition, at
any time after we become eligible to file a registration statement on Form S-3,
the stockholders may require us to file one or more registration statements
under the Securities Act on Form S-3 concerning their shares of common stock.
The above registration rights are subject to customary conditions and
limitations, including 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 that registration. We are generally required to bear
all of the expenses of all these registrations, except underwriting discounts
and commissions. The registration of any of the shares of common stock held by
stockholders with registration rights would result in these shares becoming
freely tradable without restriction under the Securities Act immediately upon
effectiveness of that registration statement.

Anti-Takeover Effects of Various Provisions of Delaware Law and Multex.com's
Revised Certificate of Incorporation and Revised Bylaws

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. Subject to various 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 that 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 various 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 affecting us and, accordingly, may discourage
attempts to acquire us.

In addition, various provisions of our revised certificate of incorporation
and revised bylaws, which provisions 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. Our board of directors is 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 revised certificate of
incorporation authorizing the board of directors to fill vacant directorships
or increase the size of the board of directors, may deter a stockholder from
voting to remove incumbent directors and simultaneously gaining control of the
board of directors by filling the vacancies created by that removal with its
own nominees.

Stockholder Action; Special Meeting of Stockholders. The revised certificate
of incorporation provides that stockholders may not take action by written
consent, but only at duly called annual or special meetings of

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<PAGE>

stockholders. The revised certificate of incorporation further provides that
special meetings of stockholders 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 revised bylaws provide that stockholders who wish 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 in writing. To be timely, a stockholder's notice must be
delivered to or mailed and received at our principal executive offices, not
less than 120 days nor more than 150 days prior to the first anniversary of the
date of our notice of annual meeting for the previous year's annual meeting of
stockholders. However, 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 days earlier than or 60 calendar days after
the anniversary, notice by the stockholder, to be timely, must be received by
us not more than 90 days after the later of 60 days before the annual meeting
of stockholders, or 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 occurs first. The revised bylaws also specify various
requirements as to the form and content of a stockholder's notice. These
provisions may preclude stockholders from bringing matters for a vote 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 used for a variety of
corporate purposes, including future public or private 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 make more difficult or discourage an attempt to obtain control of
us by means of a proxy contest, tender offer, merger or otherwise.

The Delaware General Corporation Law generally provides 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 the amendment
requires only the affirmative vote of a majority of the members of the board of
directors.

Limitation of Liability and Indemnification Matters

Our revised certificate of incorporation provides that, except to the extent
prohibited by Delaware General Corporation Law, our directors shall not be
personally liable to us or our stockholders for monetary damages for any breach
of fiduciary duty as directors of Multex.com. Under the Delaware General
Corporation Law, the directors have a fiduciary duty to us which is not
eliminated by this provision of the revised certificate of incorporation and,
in appropriate circumstances, equitable remedies including injunctive or other
forms of nonmonetary relief will remain available. In addition, each director
will continue to be subject to liability under the Delaware General Corporation
Law for breach of the director's duty of loyalty, for acts or omissions which
are found by a court of competent jurisdiction to be not in good faith or which
involve 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 Delaware General Corporation Law. This provision does not affect the
directors' responsibilities under any other laws, including the federal
securities laws or state or federal environmental laws.

Section 145 of the Delaware General Corporation Law empowers a corporation to
indemnify its directors and officers and to purchase insurance for 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 as
follows:

. for any breach of the director's duty of loyalty to the corporation or
its stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

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<PAGE>

. arising under Section 174 of the Delaware General Corporation Law; or

. for any transaction from which the director derived an improper personal
benefit.

The Delaware General Corporation Law also states that the indemnification it
provides for 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. Our revised certificate of
incorporation eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law
and provides that we will 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 the person is or was a director or
officer, or is or was serving at our request 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 that
person in connection with that action, suit or proceeding.

We have obtained liability insurance for our officers and directors. 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 of incorporation. We are not aware of any
threatened litigation or proceeding that may result in a claim for
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.

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<PAGE>

BUSINESS OF MARKET GUIDE

Market Guide was incorporated in the State of New York on March 23, 1983 as
"The Unlisted Market Service Corporation." On September 3, 1986, the current
corporate name was adopted.

Market Guide is a leading online provider and publisher of value-added
financial data and other information on publicly traded companies. Market Guide
maintains one of the largest U.S. public company databases with over 11,000
companies traded on the New York Stock Exchange, American Stock Exchange,
Nasdaq and Over-the-Counter Stock Markets, including foreign companies trading
in the U.S. as American Depositary Receipts and American Depositary Shares.
Market Guide analysts regularly compile and process information filed with the
SEC, issued in press releases or carried in other media reports. The analysts
assess this raw data and update each company's information as soon as relevant
information becomes available, at least four times and often more than eight
times per year. Market Guide has also created widely used and well-regarded
proprietary industry and sector groups and assigned companies to these
industries and sectors. Market Guide then adds value by computing ratios, peer
group comparisons, growth rates and other statistics, which are presented as
field information in various time tested report formats that follow a
recommended analytic process and are supported by extensive education content.
Market Guide also has a historical daily pricing database going back to 1983
and is nearing introduction of an exciting new product with business
description, officer and director information and business and geographical
segment information.

Market Guide acquires, integrates, condenses and publishes accurate, timely,
and objective financial, descriptive and other information on publicly traded
corporations. Market Guide markets this information along with proprietary
software to the professional and individual investment communities, through the
Internet (www.marketguide.com) and other distribution channels in a cost
effective manner.

Market Guide receives in excess of 95% of its revenue from the sale of this
information and attendant software through Internet and on-line distribution
channels. The balance of revenue is derived from sales of CD/Rom and printed
products.

Market Guide adds value, distinguishes itself from competition, and serves
its clients through its:

. flexible database design which presents financial statements in the same
detail as issued by each company. This gives users important insights not
available in competitive databases, thereby enabling them to make better
informed investment decisions;

. mapping the financials into standardized formats to allow consistent
calculations and cross company comparisons;

. inclusion of auxiliary information such as earnings estimates, price
performance, relative price performance, (summary) insider and
institutional ownership statistics, bond ratings, corporate profile
information and short interest statistics giving users a complete
perspective on each company;

. calculation of over 500 popular financial ratios, growth rates, and
averages computed for the user's convenience;

. carefully planned, market tested display formats, including company to
industry and sector comparisons, that allow users to quickly and
efficiently make carefully considered investment decisions; and

. development of efficient, timely, cost-effective and easy to use software
delivery systems such as Market Guide for Windows and Market Guide's
Internet site (www.marketguide.com).

The targeted markets for Market Guide's data and related products include
investment managers, investment research departments, financial planners,
investment counselors, investment bankers, banks,

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stockbrokers and brokerage firms, traders, libraries, publications,
corporations, law firms, individual investors, discount brokerage firms,
financial websites and other Internet sites. Market Guide sells its information
through three channels: the database vendors (through Internet, online
information vendors), Market Guide for Windows (its proprietary analytic
software) and print publications.

Internet

Market Guide has created a dynamic, comprehensive and extremely useful
Internet site. The site contains advertising supported content and will soon be
expanded to include subscription based services. Advertising supported content
is free to the user and Market Guide expects to cover its costs and generate
profits through the sale of advertising and in the future, receipt of
subscription revenues. As of February 28, 1999, advertising supported content
included:

. real time price quotes;

. Market Guide's Company Snapshot Report;

. Market Guide's Performance Report;

. Market Guide's Financial Highlights Report;

. the Market Guide Ratio Comparison Report;

. the Market Guide Select Financial Statements Report;

. Market Guide's What's Hot/What's Not service that identifies the price
performance leaders and laggards by sector, industry and company over
various time periods;

. NetScreen (an online stock screen application);

. market commentary (in partnership with Briefing.com);

. news (in partnership with News Alert); and

. price charts (in partnership with Neural Applications Corp.).

In addition to providing direct access to users of www.marketguide.com,
Market Guide also hosts private label and co-branded sites for various
customers of vendors including Charles Schwab, Ameritrade, Yahoo! and America
Online. Private label sites generally have the look and feel of the vendor's
site, do not contain advertising and are restricted to registered users of the
vendor. Co-branded sites are often advertising supported and will have a
subscription component when Market Guide introduces subscription-based
services.

Significant Customers

Reuters America, Inc., OneSource Information Services, Inc. and Bridge
Information Systems, Inc. accounted for 14.9%, 14.2% and 13.4% of Market
Guide's total revenues, respectively, during its 1999 fiscal year. The loss of
any one of these customers would have a material adverse effect on Market
Guide.

Vendors

Market Guide works in partnership with financial information service vendors,
discount brokerage firms and financial and other websites. The financial
information service vendors combine data from various real-time and historical
information sources with their own analytic software and data delivery
capability. Their sales forces sell the product and they also provide customer
training and support services. Market Guide focuses on developing the highest
quality and timely information content and leveraging off the information
vendor's sales force, software, information dissemination infrastructure and
customer base. The amount of data presented, its display format, and the
software's analytic capabilities vary depending upon the way each information
provider defines its customers' needs, software capabilities, distribution
technologies and preferred pricing strategies.

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Market Guide currently has relationships with over 100 information service
vendors that currently distribute the Market Guide Database and/or Internet
products including: Accutrade; AltaVista; America Online; American Association
of Individual Investors; Ameritrade; Argus Research; ADP; AIQ Systems, Inc.;
Bridge Information Systems Inc.; Business Wire, Inc.; Charles Schwab and
Company; Charter Media; CNNfn; Data Broadcasting Corporation; Data Downlink;
Dow Jones Markets; FactSet Research Systems, Inc.; The Financial Post Company;
First Call Corporation; Go2Net, Inc.; Holt Value Associates; Horsesmouth LLC;
ILX Systems Inc.; Individual Investor Group; InfoSpace Inc.; Instinet
Analytics; Interactive Data Corporation; The Investext Group; Investools Inc.;
Motley Fool; National Discount Brokers; News Alert, Inc; OneSource Information
Services, Inc.; P.C. Quote, Inc.; Pointcast; Prodigy Services Company;
Quote.com; Quotes Plus; Quotron Systems, Inc.; Real Time Quotes, Inc.; Reality
Online; Reuters PLC; Securities Data Corporation; Siebel Systems, Inc.; Telemet
America, Inc.; Telescan, Inc.; TheStreet.com; Track Data Corporation; Vickers
Stock Research Corporation; Wall Street Research Net, LLC; Wall Street Source;
Waterhouse Securities, Inc.; Windows on Wall Street; and Yahoo!.

Market Guide for Windows and StockQuest

Market Guide for Windows is a CD/Rom based analytic and reference product
targeted principally at institutional investors and high end individual
investors. Market Guide for Windows contains comprehensive reports of Market
Guide information as well as earnings estimates from First Call Corporation. It
has powerful yet easy to use screening, reporting and spreadsheet downloading
capabilities. Market Guide for Windows is available through weekly, biweekly,
monthly or quarterly subscription arrangements.

The same Market Guide for Windows' software with a subset of approximately 60
screening items and no reports is called StockQuest and is marketed to
individual investors from our website. Users download the StockQuest program
and weekly updates from our website and run the application locally.

Publications

Market Guide's quarterly print product, The Market Guide--Select Over the
Counter Stock Edition, is a single volume of 800 one-page reports on fast
growing, profitable over-the-counter companies. Each quarterly book features a
somewhat different set of 800 companies. The book also has a detailed company
index listing 15 key statistics on each company in a tabular format. This index
is very useful to investors searching for attractive investment opportunities.

Market Guide attempts to provide continuity of coverage enabling subscribers
to continue following companies in which they have an interest. However, from
time-to-time companies covered in this publication do change. The most common
reasons for deletion of coverage are:

. The company has been acquired in a merger, leveraged buyout or a similar
transaction;

. The company has not filed financial statements with the Securities and
Exchange Commission for two or more consecutive reporting periods;

. The company has exhibited significant deterioration in its financial
condition;

. The company has been deleted from the National Association of Security
Dealers Automatic Quotation System ("Nasdaq") and has fewer than three
Market Makers;

. The company now trades on the New York or American Stock Exchange, and no
longer qualifies for the OTC edition.

Companies dropped from the book are replaced by companies which are selected
by using proprietary Market Guide selection criteria.

Discontinued Operations--CreditRisk Monitor

On January 15, 1999, Market Guide concluded an agreement to sell its
CreditRisk Monitor division to New Generations Foods, Inc. (OTCBB symbol:
NGNF). Subsequent to consummation of the transaction, New

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Generation Foods changed its name to CreditRisk Monitor.com Inc. (new OTCBB
symbol: CRMZ). The purchase price of approximately $2.3 million was payable to
Market Guide as follows: An initial payment, after adjustments, totaling $1.2
million paid on January 15, 1999 and the balance consisting of two notes
totaling $1.1 million to be paid in equal monthly installments, beginning in
July 2001 and ending in June 2003.

Competition

The investment and financial information industry is highly competitive with
many different firms serving the industry's needs. There are numerous print and
electronic publishers of information for the investment community, most of whom
have been in business longer, are better known and whose financial resources
exceed those of Market Guide. Among the better known competitors are: Standard
& Poor's (McGraw Hill), Moody's, Value Line, Media General Financial Services
and Disclosure (Primark).

Market Guide believes that it is distinguished from much of its competition
as it compiles, maintains, and publishes one of the largest and most timely
databases of investment quality information. Market Guide also competes by
providing database structure and content that help users make better informed
decisions and through the effective use of technology that enables Market Guide
to be a price leader.

One of the most significant distinctions is that Market Guide stores and
displays company financials in the same "company specific line item
description" format used by the subject company in its SEC filings. "Company
specific line item description" means that the line item terminology assigned
to income statement, balance sheet and statement of cash flow values is the
same as that used by the company in its official reports. For example,
"Aircraft Fuel" and "Landing Fees" may be shown for an airline company; and
"Newsprint" and "Postage" for a newspaper publisher. This allows users to
project the impact of external events such as changes in the price of oil,
paper or postage on the profitability of a company. Competitive databases might
consolidate these items under general headings such as "Costs of Goods Sold."

Principal methods of competition between companies engaged in the historical
financial information business include but are not limited to: accuracy of
data; timeliness of database updating; size of the universe presented; depth of
coverage of each company in the universe; number of years of coverage; methods
of delivery to the end user; the inclusion of analysis or opinion;
customer/vendor support; and price.

Personnel

As of February 28, 1999, Market Guide had a staff of 97 full-time employees.

Euro Compliance

Market Guide has worked with its vendor partners to create a comprehensive
strategy for dealing with the new Euro currency which went into effect on
January 1, 1999. Market Guide has revised its systems to be fully Euro
compliant.

Properties

Market Guide currently leases a total of approximately 19,000 square feet at
2001 Marcus Avenue, Lake Success, New York 11042-1011.

Legal Proceedings

Market Guide is involved in various routine legal proceedings incidental to
the conduct of its business. Management does not believe that any of these
legal proceeds will have a material adverse effect on the financial condition,
operations or cash flows of Market Guide.

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MANAGEMENT OF MARKET GUIDE

Summary Compensation of Certain Market Guide Officers

The following table sets forth the total compensation paid or accrued for
services rendered during each of the last three fiscal years by Market Guide to
Homi M. Byramji, the only officer or director of Market Guide who will serve in
such capacity for either Multex.com or Market Guide after the consummation of
the merger. All of such compensation was paid to Mr. Byramji for his services
as an executive officer of Market Guide. Directors of Market Guide who are also
employees of Market Guide receive no compensation for serving as directors or
as members of board committees.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
--------------------- ------------
Securities
Underlying
Stock
Name and Principal Fiscal Options
Position Year Salary Bonus Granted (#)
------------------ ------ -------- ----- ------------
<S> <C> <C> <C> <C>
Homi M. Byramji.............................. 1999 $200,000 0 50,000
President, Chief Executive Officer 1998 200,000 0 0
and Treasurer 1997 170,000 0 0
</TABLE>

The following table provides information on option grants in fiscal 1999,
1998 and 1997 by Market Guide to Mr. Byramji.

Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>
Number of Percentage of Potential Realizable Value of Assumed
Securities Total Options Exercise Annual Rates of Stock Appreciation for
Underlying Granted to Price Option Term
Options Employees in per Expiration ----------------------------------------
Name Granted FY 1999 Share Date 5% 10% 10%
- ---------------- ---------- ------------- -------- ---------- ------------ --------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Homi M.
Byramji........ 50,000 18.87% $5.5688 09/24/2003 ($ 3,437) $ 72,540 $ 164,453
</TABLE>

The following table sets forth, as of February 28, 1999, the number of
options for Market Guide common stock and the value of the unexercised options
and SARs held by Mr. Byramji. Mr. Byramji did not exercise any stock options in
fiscal 1999.

Aggregated Option/SAR Exercises and FY-End Option/SAR Value Table

<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-
Options at 7/28/99 Money Options at 02/28/99(1)
------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ------------- ------------- ----------------
<S> <C> <C> <C> <C>
Homi M. Byramji.... 0 50,000 $ 0 $ 259,063
</TABLE>

(1) As of February 28, 1999, the market value of Market Guide's common stock
was $10.75 per share.

Employment Agreements

Mr. Byramji does not currently have an employment contract with Market Guide.

Certain Relationships

Since the commencement of Market Guide's 1999 fiscal year, neither Mr.
Byramji nor any other executive officer or director of Market Guide has not had
any material interest, direct or indirect, in any transaction (other than the
proposed merger) which has or will materially affect Market Guide.

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Biographical Information

Homi M. Byramji, 46, is President, Chief Executive Officer, Treasurer and a
Director of Market Guide. Prior to becoming a director of Market Guide in 1988,
Mr. Byramji had previously consulted in computerized equity research for nine
years. He holds a Masters Degree in Business Administration, Rutgers University
(1975) and became Secretary and Treasurer of Market Guide on February 23, 1989.
Mr. Byramji remained Treasurer and assumed the duties of President and CEO on
March 1, 1992.

Report of Market Guide's Board of Directors and Compensation Committee on
Executive Compensation

Market Guide's board of directors' responsibilities include establishing
Market Guide's policies governing the compensation of executive officers of
Market Guide. The board of directors approves all elements of compensation for
executive officers. The compensation committee is responsible for the
administration of the 1995 Key Employee Incentive Plan.

Executive Compensation. Market Guide's compensation program consists of base
salary, incentive programs, stock options and employee benefits. The goal of
Market Guide's compensation program is to motivate and reward its executive
officers and other key employees to improve long-term shareholder value and to
attract and retain the highest quality executive and key employee talent
available. Market Guide's executive compensation program is designed to align
executive compensation practices with increasing the value of Market Guide's
business mission, values, strategic goals and annual objectives. The
compensation levels for the executive officers of Market Guide was determined
pursuant to the criteria set forth below.

The board of directors annually reviews salary increases for the current year
and incentive payments to be made in connection with the previous year's
performance. The board of directors will consider an executive's scope of
responsibilities, level of experience, individual performance and attainment of
pre-established goals as well as Market Guide's business plan and general
economic factors. In making its decisions, and to maintain the desired levels
of competitiveness and congruity with the Market Guide's long-term performance
goals, the board of directors will receive input from Market Guide's Chief
Executive Officer and Chief Financial Officer and from Market Guide's Human
Resources Department.

Base Salary and Bonus. The salary levels for executive officers are
determined by such officer's level of job responsibility and experience, job
performance and attainment of pre-established goals. Additional consideration
is given to salaries for a comparable position within the industry and Market
Guide's ability to pay. Bonus payouts to executive officers and other key
employees of Market Guide are based on attainment of general or specific
corporate goals. No bonuses were paid for fiscal 1999 services to any executive
officer.

Options. The compensation committee believes strongly that the interests of
senior management must be closely aligned with those of the shareholders. Long-
term incentives in the form of stock options provide a vehicle to reward
executive officers only if there is an increase in shareholder value. Stock
options are granted on a discretionary basis within a guideline range that
takes into account the position responsibilities of executive officers and key
employees of Market Guide whose contributions and skills are important to the
long-term success of Market Guide. Stock options to purchase common stock
providing long-term incentives may be granted to executive officers or key
employees of Market Guide with a maximum term of ten years.

In fiscal 1999, the compensation committee granted 240,000 options to
purchase common stock to officers or key employees of Market Guide pursuant to
the 1995 Key Employee Incentive Plan. Such options were granted at exercise
prices ranging from $4.75 to $5.57 per share, which price represents the
closing price of the common stock on the date of grant. Twenty percent of the
options granted in fiscal 1999 will vest each year beginning one year after the
date of the grant of the option.

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Chief Executive Officer. In fiscal 1999, Mr. Byramji received $200,000 in
compensation from Market Guide. Mr. Byramji's salary was approved based upon a
review of market data for similar positions. Mr. Byramji did not receive a
bonus for fiscal 1999.

BOARD OF DIRECTORS COMPENSATION COMMITTEE

Thomas A. Prendergast, Chairman Mark B. Burka
Mark B. Burka Raymond B. Dooley
Homi M. Byramji Steven A. Hirsch
John D. Case Thomas A. Prendergast
Raymond B. Dooley
Steven A. Hirsch

Compensation Committee Interlocks and Insider Participation

Market Guide's compensation committee is comprised of Raymond B. Dooley, Mark
B. Burka, Steven A. Hirsch and Thomas A. Prendergast, each of whom is an
outside director. No employee of Market Guide serves on the compensation
committee. Market Guide is not aware of any other corporation in which both (i)
an executive officer of Market Guide serves on the board of directors and/or
compensation committee and (ii) a director of Market Guide serves as an
executive officer.

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PRINCIPAL SHAREHOLDERS OF MARKET GUIDE

The following table sets forth certain information regarding the beneficial
ownership of Market Guide's Common Stock as of May 17, 1999 with respect to (i)
each of Market Guide's directors and executive officers, (ii) each person who
is known to Market Guide to beneficially own more than 5% of Market Guide
common stock and (iii) all current directors and executive officers of Market
Guide as a group. For purposes of calculating the amount of beneficial
ownership and the respective percentages, the number of shares of Market Guide
common stock which may be acquired by a person upon the exercise of outstanding
warrants and options are considered outstanding, but shall not be deemed to be
outstanding for the purpose of computing the percentage of Market Guide common
stock owned by any other person.

<TABLE>
<CAPTION>
Number of Percent
Name and Address of Shares Beneficially
Beneficial Owner (1) Owned (2)
- ------------------- --------- ------------
<S> <C> <C>
Mark B. Burka (3) (4)................................. 816,000 16.9%
618 Washington Avenue
Willamette, IL 60091
Homi M. Byramji (5)................................... 593,489 12.1%
One Sheep Hill Road
Boonton Township, NJ 07005
John D. Case (6)...................................... 696,343 14.4%
12 Timberland Lane
Old Brookville, NY 11545
Raymond B. Dooley (7)................................. 19,687 0.4%
98 Eighth Avenue
Sea Cliff, NY 11579
Jeffrey S. Geisenheimer (8)........................... 58,500 1.2%
81 Joyce Road
Tenafly, NJ 07670
Steven A. Hirsh (9)................................... 7,500 0.2%
1895 Lake Avenue
Highland Park, IL 60035
Thomas A. Prendergast (10)............................ 98,450 2.0%
46-95 North Mesa, Suite 200
El Paso, TX 79912
All directors and executive officers as a group (7
persons)............................................. 2,289,969 45.3%
</TABLE>
- --------
(1) Unless otherwise indicated, all shares are directly owned and the sole
voting and investment power is held by the persons named.
(2) Based upon 4,796,963 shares of Market Guide common stock issued and
outstanding as of May 17, 1999.
(3) Includes options for the purchase of 10,000 shares of Market Guide common
stock at $2.50 per share, 10,000 shares of Market Guide common stock at
$3.00 per share, and 10,000 shares of Market Guide common stock at $12.00
per share.
(4) Shares owned directly and owned by Mark B. Burka, Trustee FBO Mark B.
Burka Trust.
(5) Includes options for the purchase of 12,500 shares of Market Guide common
stock at $2.68 per share, 50,000 shares of Market Guide common stock at
$5.57 per share and 50,000 shares of Market Guide common stock at $13.20
per share.
(6) Includes options for the purchase of 12,500 shares of Market Guide common
stock at $2.68 per share and 10,000 shares of Market Guide common stock at
$5.23 per share.
(7) Includes options for the purchase of 5,000 shares of Market Guide common
stock at $2.50 per share, 5,000 shares of Market Guide common stock at
$3.00 per share and 7,500 shares of Market Guide common stock at $12.00
per share.

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(8) Includes options for the purchase of 13,000 shares of Market Guide common
stock at $3.00 per share, 30,000 shares of Market Guide common stock at
$5.06 per share, and 10,000 shares of Market Guide common stock at $12.00
per share.
(9) Includes options for the purchase of 7,500 shares at $12.00 per share.
(10) Include options for the purchase of 5,000 shares of Market Guide common
stock at $3.00 per share and 10,000 shares of Market Guide common stock at
$4.75.

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THE MERGER AGREEMENT
AND RELATED AGREEMENTS

The following is a brief summary of the material provisions of the merger
agreement, a copy of which is attached as Appendix I to this joint proxy
statement/prospectus and incorporated herein by reference. We urge you to read
the merger agreement in its entirety for a more complete description of the
merger. In the event of any discrepancy between the terms of the merger
agreement or other agreements and the following summary, the agreement will
control.

The Merger

Merengue Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Multex.com will merge with and into Market Guide following

. the approval and adoption of the merger agreement and the merger by the
Market Guide shareholders;

. the approval of the issuance of Multex.com common stock in the merger by
the Multex.com stockholders; and

. and the satisfaction or waiver of the other conditions to the merger.

Market Guide will be the surviving corporation and become a wholly owned
subsidiary of Multex.com following the merger.

Effective Time

At the closing of the merger, the parties will cause the merger to become
effective by filing a certificate of merger with the Secretary of State of the
State of New York. Multex.com and Market Guide are working toward completing
the merger as soon as possible and hope to complete the merger by the fall of
1999. Because the merger is subject to a number of conditions, however, we
cannot predict the exact timing.

Directors and Officers of Market Guide After the Merger

Unless otherwise agreed by Multex.com and Market Guide prior to the effective
time, the directors and officers of Merengue Acquisition Corp. will become the
new directors and officers, respectively, of Market Guide at the effective
time. Isaak Karaev is Chief Executive Officer and President of Merengue
Acquisition Corp. and is currently the only director of Merengue Acquisition
Corp.

Conversion of Market Guide Shares in the Merger

At the effective time, each outstanding share of Market Guide common stock
will automatically be converted into the right to receive one share of
Multex.com common stock. The number of shares of Multex.com common stock
issuable in the merger will be proportionately adjusted as appropriate

. for any stock split, stock dividend or similar event with respect to
Market Guide common stock or Multex.com common stock effected between the
date of this joint proxy statement/prospectus and the completion of the
merger; or

. if prior to the completion of the merger, the number of shares of Market
Guide common stock on a fully diluted basis exceeds the number disclosed
by Market Guide to Multex.com as of the date of the merger agreement and
such excess number of shares exceeds 1% of the number disclosed to
Multex.com in the merger agreement.

Market Guide Stock Incentive Plans

At the effective time, each outstanding option to purchase shares of Market
Guide common stock issued under Market Guide's 1995 Key Employee Incentive Plan
and 1995 Independent Directors' Stock Incentive

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Plan and all other options to purchase Market Guides common stock disclosed to
Multex.com as of the date of the merger agreement will be assumed by Multex.com
regardless of whether the options are exercisable and converted into options to
purchase Multex.com common stock. Each Market Guide stock option, which will be
assumed by Multex.com, will continue to have the same terms, and be subject to
the same conditions, that were applicable to the option immediately prior to
the effective time.

The parties intend for the Market Guide stock options assumed by Multex.com
to qualify as incentive stock options to the extent the stock options qualified
as incentive stock options prior to the effective time.

The Exchange Agent

Promptly after the effective time, Multex.com is required to deposit with a
bank or trust company certificates representing the shares of Multex.com common
stock to be exchanged for shares of Market Guide common stock and cash to pay
for any dividends or distributions that holders of Market Guide common stock
may be entitled to receive under the merger agreement.

Exchange of Market Guide Stock Certificates for Multex.com Stock Certificates

Promptly after the effective time, the exchange agent will mail to Market
Guide shareholders a letter of transmittal and instructions for surrendering
their Market Guide stock certificates in exchange for Multex.com stock
certificates.

Market Guide shareholders should not submit their stock certificates for
exchange until they have received the letter of transmittal and instructions
referred to above.

Transfer of Ownership; Distributions with Respect to Unexchanged Shares

Multex.com will issue a Multex.com stock certificate in a name other than the
name registered for the surrendered Market Guide stock certificate only if the
exchange agent is given all documents required

. to show and effect the unrecorded transfer of ownership; and

. to show that any applicable stock transfer taxes have been paid.

Market Guide shareholders are not entitled to receive any dividends or other
distributions on Multex.com common stock with a record date after the merger is
completed until they have surrendered their Market Guide stock certificates in
exchange for Multex.com stock certificates.

If there is any dividend or other distribution on Multex.com common stock
with a record date after the merger, former Market Guide shareholders will
receive, only following surrender of their Market Guide stock certificates, the
dividend or other distribution payable with respect to the whole shares of
Multex.com common stock issued in exchange for their Market Guide stock
certificates.

Representations and Warranties

Multex.com and Market Guide each made a number of representations and
warranties in the merger agreement about their authority to enter into the
merger agreement and to consummate the other transactions contemplated by the
merger agreement and about aspects of their business, financial condition,
structure and other facts pertinent to the merger.

Market Guide made representations about the following topics:

. Market Guide's organization, qualification to do business and good
standing;

. validity of Market Guide's organizational documents;

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. Market Guide's capitalization;

. Market Guide's corporate power to enter into and its authorization of the
merger agreement and the transactions contemplated by the merger
agreement;

. the effect of the merger agreement and the merger on obligations of
Market Guide;

. inapplicability of governmental consents and approvals in connection with
the merger;

. possession of and compliance with permits required to conduct Market
Guide's business;

. Market Guide's compliance with applicable laws, rules and regulations of
governmental entities;

. Market Guide's filings and reports with the Securities and Exchange
Commission;

. Market Guide's financial statements;

. changes in Market Guide's business since February 28, 1999;

. Market Guide's employee benefit plans;

. matters relating to Market Guide's employees;

. the treatment of the merger as a pooling of interests and as a tax-free
reorganization;

. Market Guide's material contracts and obligations;

. litigation involving Market Guide;

. environmental laws that apply to Market Guide;

. intellectual property used or owned by Market Guide;

. Year 2000 compatability of Market Guide's software programs;

. Market Guide's taxes;

. Market Guide's insurance;

. Market Guide's title to the properties it owns and leases;

. Market Guide's affiliates;

. Market Guide's financial advisors;

. Market Guide's brokers' and finders' fees in connection with the merger;

. Market Guide's political contributions;

. the inapplicability of state anti-takeover statutes to the merger; and

. restrictions on Market Guide's business.

Multex.com made representations about the following topics:

. Multex.com's organization, qualification to do business and good
standing;

. validity of Multex.com's organizational documents;

. Multex.com's capitalization;

. Multex.com's corporate power to enter into and its authorization of the
merger agreement and the transactions contemplated by the merger
agreement;

. the effect of the merger agreement and the merger on obligations of
Multex.com;

. inapplicabilty of governmental consents and approvals in connection with
the merger;

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<PAGE>

. possession of and compliance with permits required to conduct
Multex.com's business;

. Multex.com's compliance with applicable laws, rules and regulations of
governmental entities;

. changes in Multex.com's business since March 17, 1999;

. Multex.com's filings and reports with the Securities and Exchange
Commission;

. Multex.com's financial statements;

. the treatment of the merger as a pooling of interests and a tax-free
reorganization;

. litigation involving Multex.com

. Multex.com's taxes;

. Multex.com's brokers' and finders' fees in connection with the merger;

. Multex.com's political contributions;

. the inapplicability of state anti-takeover statutes to the merger;

. absence of prior activities of Merengue Acquisition Corp.;

. Multex.com's employee benefit plans;

. matters relating to Multex.com's employees; and

. intellectual property used or owned by Multex.com.

The representations and warranties in the merger agreement are complicated
and not easily summarized. We urge shareholders to read carefully the articles
in the merger agreement entitled "Representations and Warranties of Company"
and "Representations and Warranties of Parent."

Market Guide's Conduct of Business Before Completion of the Merger

Market Guide has agreed that, until the completion of the merger or unless
Multex.com consents in writing, Market Guide and its subsidiaries will conduct
their businesses in the ordinary course of business consistent with past
practices and shall use reasonable efforts:

. to keep available the services of their current officers, significant
employees and consultants; and

. to preserve their relationships with corporate partners, customers,
suppliers and other persons with which they have significant business
relations in order to preserve substantially intact their business
organization.

Market Guide has also agreed that, until the completion of the merger or
unless Multex.com consents in writing, Market Guide and its subsidiaries will
conduct their business in compliance with the following specific restrictions:

. no modification of Market Guide's certificate of incorporation or bylaws;

. no issuance, sale, pledge or encumbrance of shares of Market Guide
capital stock or securities convertible into Market Guide capital stock,
except for limited issuances of securities in connection with stock
options already outstanding or the exercise of outstanding stock options
under Market Guide's stock option plans;

. no disposition of any material properties or assets other than performing
transactions in connection with existing contracts or providing products
and services in the ordinary course of business consistent with past
practice;

. no acquisition of interests in other entities;

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. no incurrence of any material indebtedness;

. no assumption of any material indebtedness of any person other than a
subsidiary;

. no making of any material loan or advance;

. no modification or termination of material contracts;

. no making of capital expenditures, other than those that have been made
in the ordinary course, that have been budgeted for fiscal year 2000 and
disclosed to Multex.com and that do not exceed in the aggregate a
specified amount for Market Guide and its subsidiaries;

. no declaration, setting aside or issuance of dividends or other
distributions, except by Market Guide's subsidiaries to Market Guide or
other subsidiaries;

. no reclassification or other modification of any of its capital stock
except for repurchases of unvested shares in connection with Market
Guide's stock option or purchase agreements;

. no modification of exercisability of any stock options or authorization
of cash payments in exchange for stock options;

. no amendment, repurchase, or redemption of any securities of Market Guide
or its subsidiaries by Market Guide or Market Guide's subsidiaries;

. no increase of compensation payable to directors, officers, consultants
or employees;

. no granting of any severance arrangements or entering into of any
agreement providing benefits upon a change of control that would be
triggered by the merger;

. no adoption, entering into or amendment of any plan, agreement, policy or
arrangement for the benefit of any director, officer, consultant or
employee except to the extent required by applicable law or an existing
collective-bargaining agreement;

. no entering into or amendment of any contract, commitment or arrangement
with any of Market Guide's directors, officers, consultants or employees
except for increases in compensation paid to persons who are not
directors or officers of Market Guide in the ordinary course of business
consistent with past practice;

. no payment of indebtedness other than in the ordinary course consistent
with past practice, reserved against on Market Guide's consolidated
balance sheet or as disclosed to Multex.com;

. no material modifications to accounting policies and procedures;

. no making of material tax elections or settlements or compromises of any
material tax liability; and

. no authorizing or taking any action that would make untrue any of the
representations or warranties of Market Guide in the merger agreement.

Market Guide has also agreed to provide certain tax information to
Multex.com, and Multex.com has agreed not to take any action that would have a
principal purpose of and would reasonably be likely to result in delaying or
interfering with the consummation of the merger. Multex.com has also agreed to
deliver an officer's certificate setting forth representations and covenants
that will serve as the basis for the tax opinion to be obtained by Market Guide
from its counsel. Each of Market Guide and Multex.com has also agreed:

. to notify the other promptly of certain events;

. to provide reasonable access to the other to its facilities and records;

. to use its reasonable efforts to cause the merger to qualify as a
reorganization and to be treated as a pooling of interests;

. to make all necessary filings and obtain any consents and approvals as
may be required in connection with the merger agreement and the merger;

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. to provide the other copies of its filings with the Securities Exchange
Commission.

The agreements related to the conduct of Market Guide's business in the
merger agreement are complicated and not easily summarized. We urge
shareholders to carefully read the article in the merger agreement entitled
"Conduct Prior to the Effective Time."

No Solicitation of Transactions

Until the merger is completed or the merger agreement is terminated, each
party has agreed not to take any of the following actions, directly or
indirectly:

. solicit, initiate, encourage or agree to any inquiry or proposal
constituting a "competing transaction" by a third party; or

. negotiate with, or disclose any nonpublic information relating to such
party or any of its subsidiaries to, any person that has advised such
party that it may consider making, or that has made, such a "competing
transaction" proposal.

A "competing transaction" as it relates to Market Guide, includes:

. a merger, consolidation or similar transaction;

. a sale or other disposition of 33% or more of its assets;

. a tender or exchange offer for 33% or more of its outstanding capital
stock;

. any person or group having acquired securities equal to or the right to
purchase 33% or more of the outstanding capital stock;

. any solicitation in opposition to shareholder approval of the merger
agreement and the merger; or

. any public announcement of a proposal to do any of the above.

A "competing transaction" as it relates to Multex.com includes any merger,
consolidation, business combination or other similar transaction involving
Multex.com in which the other party to the transaction requires, as a condition
to such transaction being effected, that Multex.com not consummate the merger
with Market Guide.

The Market Guide and Multex.com boards are not prohibited, however, from
taking and disclosing to their respective shareholders a position with respect
to a tender or exchange offer pursuant to Rules 14d-9 and 14e-2(a) under the
Exchange Act not made in violation of the merger agreement.

In addition, each company may provide information in connection with and
negotiate in connection with a competing transaction proposal, if:

. the board of directors concludes in good faith after advice from outside
legal counsel that such action is necessary to prevent the board from
violating its fiduciary duties under applicable law;

. any cash consideration is involved, and such consideration is not subject
to a financing contingency, and the board determines based upon advice of
its independent financial advisors in the exercise of its fiduciary
duties that the acquiring party is capable of consummating the competing
transaction as proposed; and

. the board has determined in the exercise of its fiduciary duties that the
competing transaction provides greater value (based on a written opinion
from its financial advisors) to its shareholders than the merger.

Market Guide and Multex.com have each agreed to provide the other party
prompt notice and detailed information of any competing transaction proposal it
receives.

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Director and Officer Indemnification and Insurance

The merger agreement provides that, after the completion of the merger, all
rights of indemnification, advancement of expenses, exculpation, limitation of
liability and similar rights existing in favor of present and former officers,
directors, employees and agents of Market Guide shall survive the merger and
shall continue for six years from the effective time. The merger agreement also
provides that, for five years after the completion of the merger, Multex.com
will maintain the directors' and officers' liability insurance currently
maintained by Market Guide, provided that Multex.com is not required to pay
premiums in excess of 150% of the annual amount Market Guide currently pays for
such insurance.

Conditions to Completion of the Merger

Multex.com's and Market Guide's respective obligations to complete the merger
and the related transactions are subject to approval of the merger agreement
and the merger by Market Guide's shareholders and the approval of the issuance
of Multex.com common stock in the merger by Multex.com's stockholders, as well
as the prior satisfaction or waiver (if permitted by applicable law) of each of
the following conditions before completion of the merger:

. the registration statement relating to the issuance of shares of
Multex.com common stock as contemplated by the merger agreement must be
declared effective by the SEC;

. no order, writ, injunction or decree prohibits or prevents completion of
the merger;

. any waiting period under the antitrust laws that applies to the
consummation of the merger must have expired or been terminated;

. all consents, approvals and authorization legally required to consummate
the merger must have been obtained from all governmental entities, except
where no material adverse effect could reasonably be expected to occur;

. Market Guide's board of directors must not have revoked, amended or
modified its approval of the merger or recommendation to Market Guide's
shareholders;

. the shares of Multex.com common stock to be issued in connection with the
merger must be approved for listing with the Nasdaq National Market;

. Multex.com's board of directors must not have revoked, amended or
modified its approval of the merger and the issuance of the shares of
Multex.com in connection with the merger or recommendation to
Multex.com's stockholders; and

. Each of Market Guide and Multex.com shall have been advised in writing by
Ernst & Young LLP that the merger can properly be accounted for as a
"pooling of interests" business combination.

Multex.com's obligations to complete the merger and the other transactions
contemplated by the merger agreement are subject to the satisfaction or waiver
of each of the following additional conditions before completion of the merger:

. Market Guide's representations and warranties must be true and correct in
all material respects when made and as of the completion of the merger;

. Market Guide must have performed or complied in all material respects
with all of its covenants in the merger agreement; and

. no change in or effect on the business of Market Guide exists that,
individually or in the aggregate, is or is reasonably likely to be
materially adverse to the business, assets, liabilities, financial
condition or results of operations of Market Guide, taken as a whole.

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Market Guide's obligations to complete the merger and the other transactions
contemplated by the merger agreement are subject to the satisfaction or waiver
of each of the following additional conditions before completion of the merger:

. Multex.com's representations and warranties must be true and correct in
all material respects when made and as of the completion of the merger;

. Multex.com must have performed or complied in all material respects with
all of its covenants in the merger agreement;

. Market Guide must have used its reasonable best efforts to obtain the
opinion of its tax counsel, Willkie Farr & Gallagher, to the effect that
the merger will constitute a reorganization within the meaning of Section
368(a) of the Internal Revenue Code; and

. no change in or effect on the business of Multex.com and its subsidiaries
exists that individually or in the aggregate, is or is reasonably likely
to be materially adverse to the business, assets, liabilities, financial
condition or results of operations of Multex.com and its subsidiaries,
taken as a whole.

Termination of the Merger Agreement

The merger agreement may be terminated under certain circumstances at any
time before the completion of the merger, as summarized below:

. the merger agreement may be terminated by our mutual consent; or

. the merger agreement may also be terminated by either of us if the
conditions to completion of the merger would not be satisfied because of
a breach of a representation, warranty, covenant or agreement of the
other party in the merger agreement, and the breaching party does not
take reasonable steps within ten days to cure the breach.

In addition, the merger agreement may be terminated by either of us under any
of the following circumstances:

. if the merger is not completed, without the fault of the terminating
party, by November 30, 1999;

. if a final court order prohibiting the merger is issued and is not
appealable;

. if the Multex.com stockholders do not approve the issuance of Multex.com
common stock at the Multex.com special meeting; or

. if the Market Guide shareholders do not approve the merger agreement and
the merger at the Market Guide special meeting.

Furthermore, the merger agreement may be terminated by Multex.com if any of
the following occur:

. Market Guide's board withdraws or modifies in a manner adverse to
Multex.com its recommendation as to the merger agreement or the merger;

. with respect to a competing transaction relating to Market Guide as
described in more detail in "--No Solicitation of Transactions" on page
132, Market Guide's board recommends such competing transaction to its
shareholders;

. a competing transaction has been publicly announced or otherwise publicly
known and Market Guide's board fails to recommend against its acceptance
by its shareholders, fails to reconfirm its approval and recommendation
of the merger with Multex.com within 15 days of the public announcement
or determines that such competing transaction is superior and takes
certain permitted actions in furtherance of negotiating such transaction;
or

. Market Guide's board resolves to do any of the above.

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Finally, the merger agreement may be terminated by Market Guide if any of the
following occur:

. Multex.com's board withdraws or modifies in a manner adverse to Market
Guide its recommendation as to the merger agreement or the merger;

. with respect to a competing transaction relating to Multex.com as
described in more detail in "--No Solicitation of Transactions" on page
132, Multex.com's board recommends such competing transaction to its
stockholders;

. a competing transaction has been publicly announced or otherwise publicly
known and Multex.com's board fails to recommend against such a
transaction, fails to reconfirm its approval and recommendation of the
merger with Market Guide within 15 days of a written request by Market
Guide following public announcement of an offer for a competing
transaction or a "combination transaction," or determines that a
competing transaction is superior and takes certain permitted actions in
furtherance of negotiating such transaction; or

. Multex.com's board resolves to do any of the above.

A "combination transaction" as it relates to Multex.com for purposes of the
foregoing paragraph, includes:

. a merger, consolidation or similar transaction;

. a sale or other disposition of 33% or more of its assets or the purchase
of assets by Multex.com in a single transaction where the consideration
exceeds $150 million;

. a tender offer or exchange offer for 33% or more of its oustanding
capital stock;

. any person or group having acquired securities equal to or the right to
purchase 33% or more of the outstanding capital stock;

. any solicitation in opposition to stockholder approval of the merger
agreement and the merger; or

. any public announcement of a proposal to do any of the above.

Payment of Fees and Expenses

Whether or not the merger is consummated, all costs and expenses incurred in
connection with the merger agreement and the merger will be paid by the party
incurring the expense, except that expenses incurred in connection with
printing, filing and mailing the joint proxy statement/prospectus and the
registration statement shall be shared equally.

Market Guide has agreed to pay Multex.com a cash termination fee of $4.5
million in addition to reimbursing Multex.com for its out-of-pocket expenses in
the following circumstances:

. Multex.com terminates the merger agreement as a result of Market Guide
board's withdrawing, modifying or changing its recommendation in favor of
the merger in a manner adverse to Multex.com;

. Multex.com terminates the merger agreement as a result of Market Guide's
board's recommendation of a competing transaction;

. Multex.com terminates the merger agreement as a result of a competing
transaction's being publicly announced or otherwise publicly known and
the Market Guide board either:

. fails to recommend against the competing transaction;

. fails to reconfirm its approval and recommendation of the merger
agreement and the transactions contemplated by the merger agreement
within fifteen days of the first announcement or other public knowledge
of the competing transaction; or

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. determines that the competing transaction is a superior proposal and
takes certain permitted actions in furtherance of negotiating such
competing transaction;

. Multex.com terminates the merger agreement as a result of Market Guide's
board's resolving to take any of the actions described above; or

. Multex.com terminates the merger agreement as a result of an intentional
breach by Market Guide of a representation, warranty, covenant or
agreement.

Multex.com has agreed to pay Market Guide a cash termination fee of $4.5
million in addition to reimbursing Market Guide for its out-of-pocket expenses
in the following circumstances:

. Market Guide terminates the merger agreement as a result of Multex.com
board's withdrawing, modifying or changing its recommendation in favor of
the merger in a manner adverse to Market Guide;

. Market Guide terminates the merger agreement as a result of Multex.com's
board's recommendation of a competing transaction;

. Market Guide terminates the merger agreement as a result of a competing
transaction's being publicly announced or otherwise publicly known and
the Multex.com board either:

. fails to recommend against the competing transaction;

. fails to reconfirm its approval and recommendation of the merger
agreement and the transactions contemplated by the merger agreement
within fifteen days of Market Guide's written request to do so
following public announcement of a competing transaction or a
combination transaction (as defined above); or

. determines that the competing transaction is a superior proposal and
takes certain permitted actions in furtherance of negotiating such
competing transaction;

. Market Guide terminates the merger agreement as a result of Multex.com's
board's resolving to take any of the actions described above;

. Market Guide terminates the merger agreement as a result of an
intentional breach by Multex.com of a representation, warranty, covenant
or agreement.

Extension, Waiver and Amendment of the Merger Agreement

Multex.com and Market Guide may amend the merger agreement before completion
of the merger; provided, however, after the Market Guide shareholders adopt the
merger agreement, no change may be made the amount or type of consideration
into which Market Guide common stock will be converted.

Either Multex.com or Market Guide may, in writing, extend the other's time
for or waive compliance with the performance of any of the obligations or other
acts under the merger agreement, waive any inaccuracies in the other's
representations and warranties and waive compliance by the other with any of
the agreements or conditions contained in the merger agreement.

Related Agreements

Stockholder Agreements

In connection with the merger, the executive officers, directors and each
holder of 10% or more of the outstanding capital stock of Multex.com and Market
Guide (as well as certain other shareholders who own less than 10% of the
outstanding capital stock of either company) have entered into stockholder
agreements with Multex.com or Market Guide, as the case may be. The terms of
the stockholder agreements provide that the shareholders will vote all shares
of Multex.com or Market Guide common stock beneficially owned by them, subject
to certain exceptions, or any new shares of Multex.com or Market Guide stock
they may acquire, in

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favor of the approval of the merger and the merger agreement, and the
transactions contemplated thereby. In connection with the stockholder
agreements, each of the shareholders has executed an irrevocable proxy to vote
their shares in favor of the approval of the merger agreement and the merger,
and the transactions contemplated thereby. As of August 13, 1999, the Market
Guide shareholders who entered into the stockholder agreements collectively
held approximately 2,095,969 shares of Market Guide common stock which
represented approximately 43.2% of the outstanding Market Guide common stock;
provided, however, that certain of such shareholders may sell up to 0.2% of the
outstanding shares of Market Guide common stock at any time prior to the
special meeting relating to the approval of the merger agreement. As of August
13, 1999, the Multex.com stockholders who entered into the stockholder
agreement collectively held approximately 8,710,008 shares of Multex.com common
stock which represented approximately 39.9% of the outstanding Multex.com
common stock; provided, however, that certain of such stockholders may sell up
to 8.4% of the outstanding shares of Multex.com common stock at any time prior
to the special meeting relating to the approval of the merger agreement. None
of the stockholders who are parties to the stockholder agreement was paid
additional consideration in connection with the stockholder agreement.

Affiliate Agreements

Each shareholder of Market Guide and Multex.com that could be deemed an
affiliate of either company has entered into an affiliate agreement with
Multex.com pursuant to which each such shareholder has agreed (i) not to sell
or transfer any shares held by them or acquired pursuant to the merger in
violation of the Securities Act of 1933 and (ii) not to sell or transfer any
such shares until such time as Multex.com has published financial results
covering at least 30 days of combined operations of Multex.com and Market Guide
after merger, subject to certain very limited exceptions.

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COMPARISON OF RIGHTS OF HOLDERS OF
MARKET GUIDE COMMON STOCK AND
MULTEX.COM COMMON STOCK

This section of the joint proxy statement/prospectus describes certain
differences between the rights of holders of Market Guide common stock and
Multex.com common stock. While we believe that the description covers the
material differences between the two, this summary may not contain all of the
information that is important to you. You should carefully read this entire
document and the other documents we refer to for a more complete understanding
of the differences between being a shareholder of Market Guide and being a
stockholder of Multex.com.

The rights of the shareholders of Market Guide are governed by the New York
Business Corporation Law, Market Guide's Certificate of Incorporation, as
currently in effect, and Market Guide's Amended and Restated Bylaws. After
completion of the merger, Market Guide shareholders will become stockholders of
Multex.com and their rights will be governed by Multex.com's Second Amended and
Restated Certificate of Incorporation and its Amended and Restated Bylaws.
Multex.com is incorporated under the laws of the State of Delaware and,
accordingly, Market Guide shareholders rights will be governed by the Delaware
General Corporation Law after completion of the merger.

Classes of Common Stock of Market Guide and Multex.com

Both Multex.com and Market Guide have one class of common stock issued and
outstanding. Holders of Multex.com common stock and Market Guide common stock
are each entitled to one vote for each share held.

Voting Requirements; Acting by Written Consent; Quorum Requirements

Multex.com shareholders may act by a majority of votes cast at a meeting of
shareholders. Delaware law requires that mergers be approved by the vote of the
holders of a majority of the outstanding stock entitled to vote.

Multex.com's shareholders may not act by written consent of the holders of
all outstanding shares entitled to vote.

Under Delaware law, a quorum at a meeting of shareholders for the transaction
of business consists of the holders of no less than one-third of the shares
entitled to vote at the meeting of shareholders. Under the bylaws of
Multex.com, a quorum at a meeting of shareholders consists of at least 50% of
the shares entitled to vote.

Market Guide's shareholders may act by a majority of votes cast at a meeting
of shareholders, except that directors are elected by a plurality of the votes
cast at a meeting of shareholders by the holders of shares entitled to vote in
the election and that New York law requires that the merger be approved by the
vote of the holders of two-thirds of the outstanding stock entitled to vote.

Market Guide's shareholders may act by written consent of the holders of all
the outstanding shares entitled to vote.

Under New York law, a quorum at a meeting of shareholders for the transaction
of business consists of the holders of a majority of the votes of shares
entitled to vote at the meeting of shareholders.

Classified Board of Directors

Delaware law provides that a corporation's board of directors may be divided
into various classes with staggered terms of office. Multex.com's board of
directors is divided into three classes, as nearly equal in size

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as possible, with one class being elected annually for a three-year term.
Multex.com directors are elected for a term of three years and until their
successors are elected and qualified.

New York law provides that a corporation's board of directors may be divided
into as many as four classes. Market Guide's board is not divided into classes.
Market Guide's directors are elected at the annual meeting of the shareholders
and hold office until the next annual meeting and until their successors are
elected and qualified.

Number of Directors

Multex.com's board of directors may consist of not fewer than three nor more
than seven directors, and currently consists of seven directors. The range of
directors on Multex.com's board of directors may be changed only by a vote of
66.67% of the outstanding shares of the capital stock of Multex.com at a
special meeting of the stockholders called for that purpose.

Market Guide's board of directors may consist of not fewer than three nor
more than nine directors, and currently consists of six directors. The number
of directors is determined by resolution of the board of directors.

Removal of Directors

Multex.com directors, or the entire Multex.com board, may be removed, at any
time, but only for cause and only by the affirmative vote of the holders of at
least 66.67% of the outstanding shares of capital stock of Multex.com entitled
to vote generally in the election of directors, voting together as a single
class, cast at a special meeting of the stockholders called for that purpose.

Market Guide directors, or the entire Market Guide board, may be removed, at
any time, for cause, by a majority of votes cast at a meeting of shareholders
or by a majority of the board present at the time of the vote. Directors may be
removed without cause only by a majority of votes cast at a meeting of
shareholders.

Filling Vacancies on the Board of Directors

Any newly created directorships in either of our boards of directors,
resulting from any increase in the number of authorized directors or any
vacancies, may be filled by a majority of the remaining members of the board of
directors, even though less than a quorum. However, in the case of Market
Guide, vacancies resulting from the removal of directors without cause can only
be filled by a majority of votes cast at a meeting of shareholders. In the case
of Multex.com, any director chosen in this manner to fill a vacancy holds
office until the annual meeting of stockholders at which the term of the class
to which that director has been chosen expires and that director's successor is
elected and qualified. In the case of Market Guide, any director chosen in this
manner to fill a vacancy holds office until the next annual election of
directors in which that director's successor is elected and qualified.

Ability to Call Special Meetings

Special meetings of stockholders of Multex.com may be called by the board of
directors.

Special meetings of Market Guide shareholders may be called by

. its President or

. its board,

and will be called by the president or secretary, at the request in writing by

. a majority of the board of directors, or

. shareholders holding a majority of shares issued and outstanding.

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Advance Notice Provisions for Stockholder Nominations and Proposals

Nominations of persons for election to the board of directors of Multex.com
may be made at a meeting of stockholders at which directors are to be elected
pursuant to Multex.com's notice of meeting (A) by or at the direction of the
board of directors or (B) provided that the board of directors has determined
that directors will be elected at the meeting, by any stockholder of the
corporation entitled to vote in the election of directors at the meeting who
complies with Multex.com's notice procedures. These nominations, other than
those made by or at the direction of the board of directors, must be made
pursuant to timely notice in writing to the secretary of Multex.com. If
Multex.com calls a special meeting of stockholders for the purpose of electing
one or more directors to the board of directors, any stockholder may nominate a
person or persons for election to the position(s) as specified in Multex.com's
notice of meeting, if the stockholder's notice is delivered to the secretary
not earlier than the 150th day prior to the special meeting and not later than
the close of business of the 120th day prior to the special meeting.

Market Guide's bylaws are silent as to the matter of shareholder proposals.

Amendment of Certificate of Incorporation

Under Delaware law, a certificate of incorporation of a Delaware corporation
may be amended by approval of the board of directors of the corporation and the
affirmative vote of the holders of a majority of the outstanding shares
entitled to vote for the amendment.

Multex.com's certificate of incorporation provides that the affirmative vote
of the holders of at least 66.67% of the outstanding shares of capital stock of
Multex.com entitled to vote generally in the election of directors, voting
together as a single class, are required to alter, change, amend, repeal or
adopt any provision inconsistent with the provisions of Multex.com's
certificate of incorporation that deal with the following:

. matters relating to the board of directors, including the number of
members, board classification. vacancies and removal;

. the manner in which stockholder action may be effected;

. limitation of the liability of Multex.com's directors;

. indemnification of Multex.com's directors and officers;

. amendments to Multex.com's bylaws; and

. amendments to Multex.com's certificate of incorporation.

Under New York law, an amendment to Market Guide's certificate of
incorporation requires the authorization of the board of directors followed by
approval of the holders of a majority of all outstanding shares entitled to
vote. In addition, New York law provides that specified amendments to the
certificate of incorporation may be made by the board of directors without
shareholder approval.

Amendment of Bylaws

Under Delaware law, stockholders entitled to vote have the power to adopt,
amend or repeal bylaws. In addition, a corporation may, in its certificate of
incorporation, confer this power upon the board of directors. The stockholders
always have the power to adopt, amend or repeal bylaws, even though the board
may also be delegated this power.

Multex.com's bylaws may be altered, amended or repealed, or new bylaws may be
adopted, by the affirmative vote of (A) at least a majority of the board of
directors or (B) the holders of at least a majority of the outstanding shares
of capital stock of Multex.com entitled to vote.

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Under New York law, bylaws may be adopted, amended or repealed by a majority
of the votes cast by the shares at the time entitled to vote in the election of
directors. In addition, a corporation may, in its certificate of incorporation
or in a bylaw adopted by the stockholders, confer this power upon the board of
directors. However, the shareholders have the power to amend or repeal any
bylaw adopted by the board of directors.

Market Guide's bylaws may be amended or repealed, or new bylaws may be
adopted, by a majority of the votes cast by the holders of the shares at the
time entitled to vote in the election of directors or a majority of the
directors present at the time of the vote. However, any bylaws adopted, amended
or repealed by the board of directors may be amended by the shareholders.

Indemnification of Directors and Officers; Limitation of Liability

Delaware law permits a corporation to indemnify officers and directors for
actions taken in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the corporation, and with respect to
any criminal action that they had no reasonable cause to believe was unlawful.

Multex.com's certificate of incorporation and bylaws provide that any person
who was or is a party or is threatened to be a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, because that person is or was a director or officer, or is or
was serving at the request of Multex.com as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, will be indemnified against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement reasonably incurred by the
indemnified person or on his behalf in connection with the action, suit or
proceeding and any appeal therefrom, and held harmless by Multex.com to the
fullest extent permitted by Delaware law. The indemnification rights conferred
by Multex.com are not exclusive of any other right to which persons seeking
indemnification may be entitled under any statute, the certificate of
incorporation or bylaws, any agreement, vote of stockholders or disinterested
directors or otherwise.

Additionally, Multex.com may pay expenses incurred by its directors or
officers in defending a civil or criminal action, suit or proceeding because
that person is a director or officer, in advance of the final disposition of
that action, suit or proceeding. These payments will be made however only if
Multex.com receives an undertaking by or on behalf of that director or officer
to repay all amounts advanced if it is ultimately determined that he or she is
not entitled to be indemnified by Multex.com, as authorized by Delaware law.

New York law permits a corporation to indemnify its directors and officers
for actions taken in good faith and in a manner they reasonably believed to be
in the best interests of the corporation, and, with respect to any criminal
action that they had no reasonable cause to believe was unlawful. In the case
of actions brought by or in the right of a corporation (a "derivative action")
no indemnification may be made in respect to a threatened action, or a pending
action which is settled or otherwise disposed of and no indemnification may be
made in a derivative action where the director or officer is adjudged to be
liable to the corporation unless a court determines that in view of all the
circumstances such director or officer is fairly and reasonably entitled to
such indemnification. In the case of persons who have been successful on the
merits or otherwise in the defense of a civil or criminal action or proceeding,
New York law provides that they are entitled to indemnification.

New York law also provides that the indemnification and advancement of
expenses is not exclusive of any other rights to which a director of officer
may be entitled. Additionally, no indemnification may be made to or on behalf
of any director or officer for liability arising from actions taken in bad
faith, intentional wrongdoing, or where an improper personal benefit is
derived.

Market Guide's bylaws provide that officers and directors of Market Guide are
entitled to indemnification to the maximum extent permitted by New York law.

Under New York law, a corporation may limit the liability of the directors of
the corporation to the corporation and to stockholders for certain breaches of
fiduciary duty. Market Guide does not limit the liability of its directors in
this way.

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PROPOSED AMENDMENT TO MULTEX.COM'S CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF DIRECTORS

Article V, Paragraph A of the Second Amended and Restated Certificate of
Incorporation of Multex.com, Inc. provides, in part, that the number of
directors of the corporation shall be fixed from time to time by, or in the
manner provided in the Bylaws or by resolution duly adopted by, the Board of
Directors, provided that no action shall be taken to decrease or increase the
number of directors unless at least 66.67% of the outstanding shares of capital
stock of the corporation entitled to vote general in the election of directors
h approve such decrease or increase. On November 21, 1994, Multex.com's board
of directors unanimously adopted a resolution setting the size of the board of
directors at seven (7).

On August 16, 1999, the board of directors of Multex.com adopted, subject to
stockholder approval, an amendment to Multex.com's Second Amended and Restated
Certificate of Incorporation to increase the size of Multex.com's board of
directors from a maximum of seven (7) directors to a maximum of eleven (11)
directors and, specifically, to amend the first sentence Article V, Paragraph A
of the Second Amended and Restated Certificate of Incorporation of Multex.com,
Inc. to read as follows:

A. Number. The number of directors of the Corporation shall be such
number, not greater than eleven (11), as shall be fixed from time to time
by, or in the manner provided in the Bylaws or by resolution duly adopted
by, the Board of Directors, provided that no action shall be taken to
decrease or increase the number of directors unless at least 66.67% of the
outstanding shares of capital stock of the corporation entitled to vote
general in the election of directors cast at a meeting of the stockholders
called for that purpose approve such increase or decrease.

Accordingly, in the event of stockholder approval of the amendment to
Multex.com's Second Amended and Restated Certificate of Incorporation contained
in this proposal, the maximum size of the Board of Directors will be increased
to eleven (11) members and the current Board of Directors will be permitted, by
a majority action, to appoint up to four (4) additional directors.

Under Multex.com's Second Amended and Restated Certificate of Incorporation,
as it is currently in effect, the maximum number of directors is set at seven.
As of the date of this joint proxy statement/prospectus, there are seven
directors in office. Pursuant to the terms of the merger agreement, Multex.com
agreed that Market Guide shall be entitled to designate one individual (the
"Market Guide Designee") to Multex.com's Board of Directors, who shall be
entitled to serve from the Effective Time until his successor shall be duly
elected and qualified. Market Guide has designated Homi M. Byramji to serve as
the Market Guide Designee.

Furthermore, Multex.com would like to give its Board of Directors the
flexibility to appoint up to three (3) additional directors during the period
from the date of this joint proxy statement/prospectus through the date of
Multex.com's Annual Meeting of Stockholders in the year 2000 or thereafter
should suitable candidate(s) come to the attention of the Board of Directors or
be required as part of a subsequent merger transaction or strategic joint
venture. Any such appointee(s) would stand for re-election by the stockholders
at the end of their term of office (which would occur at one of the next three
Annual Meetings of Stockholders, dependent upon to which Class of directors the
particular appointee was appointed). Except as described above with respect to
the Market Guide Designee, the Board of Directors has not identified any
person(s) that it currently intends to nominate to fill the vacancies that will
be created pursuant to the Director Increase Proposal.

In the event that the stockholders of Multex.com do not approve the Director
Increase Proposal, Multex.com's Board of Directors will remain at a maximum of
seven directors and, in the absence of the resignation or other departure of
any current director, Multex.com would be unable to satisfy its obligations
under the merger agreement to appoint a designee of Market Guide to
Multex.com's Board of Directors. Although Multex.com intends to comply with its
obligations under the merger agreement, failure to do so, including the failure
to appoint the Market Guide Designee to Multex.com's Board of Directors, would
constitute a breach by Multex.com of its obligations under the merger agreement
and could, in the event that Market Guide were to pursue legal remedies against
Multex.com for breaching the merger agreement, result in material adverse
effects to Multex.com's business, results of operations and financial
condition.

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The proposed amendment is in accordance with the Delaware General Corporation
Law which states that the number of directors may be fixed by, or in the manner
provided in, the bylaws, unless the certificate of incorporation fixes the
number of directors, in which case a change in the number of directors may be
made only by amendment of the certificate of incorporation and that vacancies
and newly-created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office.

While increasing the size of Multex.com's Board of Directors may have an
anti-takeover effect, Multex.com's Board of Directors is not aware of any
efforts to obtain control of Multex.com, and the proposed amendment to the
Second Amended and Restated Certificate of Incorporation set forth in this
proposal is not in response to any such efforts.

Vote Required

The affirmative vote of 66.67% of the outstanding shares of Multex.com common
stock is required for approval of this proposal to authorize an amendment to
Multex.com's Second Amended and Restated Certificate of Incorporation to
increase the size of Multex.com's board of directors from a maximum of seven
(7) directors to a maximum of eleven (11) directors. Should such stockholder
approval not be obtained, then the increase in the maximum number of directors
will not be implemented and, in the absence of the resignation or other
departure of any current director, would result in Multex.com being in breach
of its obligations under the merger agreement to appoint the Market Guide
Designee to Multex.com's Board of Directors. The approval of the proposal to
authorize the amendment to increase the size of Multex.com's board of directors
is not conditional on the approval of the issuance of Multex.com common stock
in the merger or on the approval of the amendment to the Multex.com 1999 Stock
Option Plan.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL OF SUCH
PROPOSAL. UNLESS AUTHORITY TO DO SO IS WITHHELD, THE PERSON(S) NAMED IN EACH
PROXY WILL VOTE THE SHARES REPRESENTED THEREBY "FOR" THE APPROVAL OF THE
DIRECTOR INCREASE PROPOSAL.

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PROPOSED AMENDMENT TO MULTEX.COM'S
1999 STOCK OPTION PLAN

The Company's stockholders are being asked to approve an amendment to the
Company's 1999 Stock Option Plan (the "1999 Stock Option Plan") which will
increase the number of shares of the Company's common stock reserved for
issuance under such plan by an additional 2,500,000 shares. The Board of
Directors adopted the amendment on August 16 , 1999, subject to stockholder
approval at this special meeting.

The share increase will assure that a sufficient reserve of common stock
remains available under the 1999 Stock Option Plan in order to allow the
Company to continue to utilize equity incentives to attract and retain the
services of key individuals essential to the Company's long-term growth and
financial success. The Company relies significantly on equity incentives in the
form of stock option grants in order to attract and retain key employees and
believes that such equity incentives are necessary for the Company to remain
competitive in the marketplace for executive talent and other key employees.
Option grants made to newly-hired or continuing employees will be based on both
competitive market conditions and individual performance.

The following is a summary of the principal features of the 1999 Stock Option
Plan, as most recently amended. Any stockholder of the Company who wishes to
obtain a copy of the actual plan document may do so upon written request to the
Company at 33 Maiden Lane, 5th Floor, New York, New York, 10038, Attn: Philip
Scheps. The 1999 Stock Option Plan serves as the successor to the Company's
1993 Stock Incentive Plan (the "Predecessor Plan") which terminated in
connection with the initial public offering of the Company's common stock. All
outstanding options under the Predecessor Plan at the time of such termination
were transferred to the 1999 Stock Option Plan.

Equity Incentive Programs

The 1999 Stock Option Plan consists of four (4) separate equity incentive
programs: (i) the Discretionary Option Grant Program, (ii) the Stock Issuance
Program, (iii) the Salary Investment Option Grant Program and (iv) the
Automatic Option Grant Program for non-employee Board members. The principal
features of each program are described below. The Compensation Committee of the
Board will have the exclusive authority to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to option grants and stock
issuances made to the Company's executive officers and non-employee Board
members and will also have the authority to make option grants and stock
issuances under those programs to all other eligible individuals. However, the
Board may at any time appoint a secondary committee of one or more Board
members to have separate but concurrent authority with the Compensation
Committee to make option grants and stock issuances under those two programs to
individuals other than the Company's executive officers and non-employee Board
members. The Compensation Committee will also have complete discretion to
select the individuals who are to participate in the Salary Investment Option
Grant Program, but all grants made to the selected individuals will be governed
by the express terms of that program.

The term Plan Administrator, as used in this summary, will mean the
Compensation Committee and any secondary committee, to the extent each such
entity is acting within the scope of its administrative jurisdiction under the
1999 Stock Option Plan. However, neither the Compensation Committee nor any
secondary committee will exercise any administrative discretion under the
Automatic Option Grant Program. All grants under that program will be made in
strict compliance with the express provisions of such program.

Share Reserve

Subject to stockholder approval, there are presently 5,911,375 shares of
common stock reserved for issuance under the 1999 Stock Option Plan. Such share
reserve consists of (i) the 3,411,375 shares of common stock initially reserved
for issuance under the 1999 Stock Option Plan (including the shares of common
stock subject to the outstanding options under the Predecessor Plan which have
been transferred to the 1999 Stock Option Plan) plus (ii) the 2,500,000 share
increase which is the subject of this Proposal. In addition, the share reserve
under the 1999 Stock Option Plan will automatically increase on the first
trading day of each calendar

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year, beginning in calendar year 2000, by an amount equal to three percent (3%)
of the total number of shares of common stock outstanding on the last trading
day of the preceding calendar year, but in no event will any such annual
increase exceed 750,000 shares, subject to adjustment for subsequent stock
splits, stock dividends and similar transactions.

No participant in the 1999 Stock Option Plan may receive option grants,
separately exercisable stock appreciation rights or direct stock issuances for
more than 375,000 shares of common stock in the aggregate per calendar year,
subject to adjustment for subsequent stock splits, stock dividends and similar
transactions. Stockholder approval of this Proposal will also constitute a
reapproval of the 375,000-share limitation for purposes of Internal Revenue
Code Section 162(m).

The shares of common stock issuable under the 1999 Stock Option Plan may be
drawn from shares of the Company's authorized but unissued common stock or from
shares of common stock reacquired by the Company, including shares repurchased
on the open market.

Shares subject to any outstanding options under the 1999 Stock Option Plan
(including options transferred from the Predecessor Plan) which expire or
otherwise terminate prior to exercise will be available for subsequent
issuance. Unvested shares issued under the 1999 Stock Option Plan and
subsequently repurchased by the Company, at the option exercise or direct issue
price paid per share, pursuant to the Company's repurchase rights under the
1999 Stock Option Plan will be added back to the number of shares reserved for
issuance under the 1999 Stock Option Plan and will accordingly be available for
subsequent issuance. However, any shares subject to stock appreciation rights
exercised under the 1999 Stock Option Plan will not be available for
reissuance.

Eligibility

Officers and employees, non-employee Board members and independent
consultants in the service of the Company or its parent and subsidiaries
(whether now existing or subsequently established) will be eligible to
participate in the Discretionary Option Grant and Stock Issuance Programs. The
Company's executive officers and other highly paid employees will also be
eligible to participate in the Salary Investment Option Grant Program, and non-
employee members of the Board will also be eligible to participate in the
Automatic Option Grant Program.

As of July 31, 1999, 5 executive officers, 5 non-employee Board members and
approximately 182 other employees and consultants were eligible to participate
in the Discretionary Option Grant and Stock Issuance Programs. The 5 executive
officers and approximately 182 other individuals were eligible to participate
in the Salary Investment Option Grant Program, and the 5 non-employee Board
members were also eligible to participate in the Automatic Option Grant
Program.

Valuation

The fair market value per share of common stock on any relevant date under
the 1999 Stock Option Plan will be deemed to be equal to the closing selling
price per share on that date on the Nasdaq National Market.

Discretionary Option Grant Program

The Plan Administrator will have complete discretion under the Discretionary
Option Grant Program to determine which eligible individuals are to receive
option grants, the time or times when those grants are to be made, the number
of shares subject to each such grant, the status of any granted option as
either an incentive stock option or a non-statutory option under the federal
tax laws, the vesting schedule (if any) to be in effect for the option grant
and the maximum term for which any granted option is to remain outstanding.

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Each granted option will have an exercise price per share determined by the
Plan Administrator, but the exercise price for each incentive stock option will
not be less than one hundred percent (100%) of the fair market value of the
option shares on the grant date, and no granted option will have a term in
excess of ten (10) years. The shares subject to each option will generally vest
in one or more installments over a specified period of service measured from
the grant date. However, one or more options may be structured so that they
will be immediately exercisable for any or all of the option shares. However,
the shares acquired under those options will be subject to repurchase by the
Company, at the exercise price paid per share, if the optionee ceases service
with the Company prior to vesting in those shares.

Upon cessation of service, the optionee will have a limited period of time in
which to exercise any outstanding option to the extent exercisable for vested
shares. The Plan Administrator will have complete discretion to extend the
period following the optionee's cessation of service during which his or her
outstanding options may be exercised and/or to accelerate the exercisability or
vesting of such options in whole or in part. Such discretion may be exercised
at any time while the options remain outstanding, whether before or after the
optionee's actual cessation of service.

The Plan Administrator is authorized to issue tandem stock appreciation
rights under the Discretionary Option Grant Program which will provide the
holders with the right to surrender their options for an appreciation
distribution from the Company. The amount of such distribution will be equal to
the excess of (a) the fair market value of the vested shares of common stock
subject to the surrendered option over (b) the aggregate exercise price payable
for such shares. Such appreciation distribution may, at the discretion of the
Plan Administrator, be made in cash or in shares of common stock.

Salary Investment Option Grant Program

The Compensation Committee will have complete discretion in implementing the
Salary Investment Option Grant Program for one or more calendar years and in
selecting the executive officers and other eligible individuals who are to
participate in the program for those years. As a condition to such
participation, each selected individual must, prior to the start of the
calendar year of participation, file with the Compensation Committee an
irrevocable authorization directing the Company to reduce his or her base
salary for the upcoming calendar year by a specified dollar amount not less
than $10,000 nor more than $50,000 and to apply that amount to the acquisition
of a special option grant under the program.

Each selected individual who files such a timely election will automatically
be granted a non-statutory option on the first trading day in January of the
calendar year for which that salary reduction is to be in effect. Stockholder
approval of the 2,500,000 share increase which is the subject of this Proposal
will also constitute pre-approval of each option granted under the Salary
Investment Option Grant Program on the basis of such increase and the
subsequent exercise of that option in accordance with the terms of the program
summarized below.

The number of shares subject to each such option will be determined by
dividing the salary reduction amount by two-thirds of the fair market value per
share of common stock on the grant date, and the exercise price will be 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 (the
fair market value of the option shares on the grant date less the aggregate
exercise price payable for those shares) will be equal to the salary reduction
amount. The option will become exercisable in a series of twelve (12) 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 and
will become immediately exercisable in all the option shares on an accelerated
basis upon certain changes in ownership or control of the Company. Each option
will remain exercisable for any vested shares until the earlier of (i) the
expiration of the ten (10)-year option term or (ii) the end of the three (3)-
year period measured from the date of the optionee's cessation of service.

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Stock Issuance Program

Shares of common stock may be issued under the Stock Issuance Program for
such valid consideration under the Delaware General Corporation Law as the Plan
Administrator deems appropriate. The shares may also be issued as a bonus for
past services without any cash outlay required of the recipient. In addition,
shares of common stock may 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. The Plan Administrator will
have complete discretion under the program to determine which eligible
individuals are to receive such stock issuances or share right awards, the time
or times when those issuances or awards are to be made, the number of shares
subject to each such issuance or award and the vesting schedule to be in effect
for the stock issuance or share rights award.

The shares issued may be fully and immediately vested upon issuance or may
vest upon the completion of a designated service period or the attainment of
pre-established performance goals. The Plan Administrator will, however, have
the discretionary authority at any time to accelerate the vesting of any and
all unvested shares outstanding under the Stock Issuance Program.

Outstanding share right awards under the Stock Issuance Program will
automatically terminate, and no shares of common stock will actually be issued
in satisfaction of those awards, if the performance goals established for such
awards are not attained. The Plan Administrator, however, will have the
discretionary authority to issue shares of common stock in satisfaction of one
or more outstanding share right awards as to which the designated performance
goals are not attained.

Automatic Option Grant Program

Grants

Under the Automatic Option Grant Program, eligible non-employee Board members
will receive a series of option grants over their period of Board service. Each
non-employee Board member will, at the time of his or her initial election or
appointment to the Board, receive an option grant for 12,000 shares of common
stock, provided such individual has not previously been in the Company's
employ. In addition, on the date of each Annual Stockholders Meeting, each
individual who is to continue to serve as a non-employee Board member will
automatically be granted an option to purchase 3,750 shares of common stock,
provided he or she has served as a non-employee Board member for at least six
(6) months. There will be no limit on the number of such 3,750-share option
grants any one eligible non-employee Board member may receive over his or her
period of continued Board service, and non-employee Board members who have
previously been in the Company's employ will be eligible to receive one or more
such annual option grants over their period of Board service. However, non-
employee Board members who are, directly or indirectly, the beneficial owners
of securities possessing five percent (5%) or more of the total combined voting
power of the Company's outstanding voting securities or who are affiliated with
such five percent (5%) or greater owners will not be eligible to receive any
option grants under the Automatic Option Grant Program.

Stockholder approval of the 2,500,000 share increase which is the subject of
this Proposal will also constitute pre-approval of each option granted under
the Automatic Option Grant Program on the basis of such increase and the
subsequent exercise of that option in accordance with the terms of the program
summarized below.

Option Terms

Each automatic grant will have an exercise price per share 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 Board service. Each automatic option will be
immediately exercisable for all of the option shares; however, any unvested
shares purchased under such option will be subject to repurchase by the
Company, at the exercise price paid per share, should the optionee cease Board
service prior to vesting in those shares. The shares subject to each initial
12,000-share automatic option grant will vest in a

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series of four (4) successive equal annual installments upon the optionee's
completion of each year of Board service over the four (4)-year period measured
from the grant date. The shares subject to each annual 3,750-share automatic
grant will vest upon the optionee's completion of one (1)-year of Board service
measured from the grant date. However, the shares subject to each outstanding
automatic option grant will immediately vest in full upon certain changes in
control or ownership of the Company or upon the optionee's death or disability
while a Board member. Following the optionee's cessation of Board service for
any reason, each option will remain exercisable for a 12-month period and may
be exercised during that time for any or all shares in which the optionee is
vested at the time of such cessation of Board service.

Limited Stock Appreciation Rights

Each option granted under the Salary Investment Option Grant and Automatic
Option Grant Program will include a limited stock appreciation right. Upon the
successful completion of a hostile tender offer for more than fifty percent
(50%) of the Company's outstanding voting securities or a change in a majority
of the Board as a result of one or more contested elections for Board
membership, each outstanding option under the Salary Investment Option Grant or
Automatic Option Grant Program may be surrendered to the Company in return for
a cash distribution from the Company. The amount of the distribution per
surrendered option share will be equal to the excess of (i) the fair market
value per share at the time the option is surrendered or, if greater, the
tender offer price paid per share in the hostile take-over over (ii) the
exercise price payable per share under such option.

Stockholder approval of the 2,500,000 share increase which is the subject of
this Proposal will also constitute pre-approval of each limited stock
appreciation right granted under the Salary Investment Option Grant or
Automatic Option Grant Program on the basis of such increase and the subsequent
exercise of that right in accordance with the foregoing terms.

Predecessor Plan

All outstanding options under the Predecessor Plan which were transferred to
the 1999 Stock Option Plan will continue to be governed by the terms of the
agreements evidencing those options, and no provision of the 1999 Stock Option
Plan will affect or otherwise modify the rights or obligations of the holders
of the transferred options with respect to their acquisition of common stock.
However, the Plan Administrator has complete discretion to extend one or more
provisions of the 1999 Stock Option Plan to the transferred options, to the
extent those options do not otherwise contain such provisions.

Stock Awards

The table below shows, as to Company's Chief Executive Officer ("CEO"), the
four other most highly compensated executive officers of the Company (with base
salary and bonus for the past fiscal year in excess of $100,000) and the other
individuals and groups indicated, the number of shares of common stock subject
to option grants made under the 1999 Stock Option Plan from the January 27,
1999 effective date of the 1999 Stock Option Plan through July 31, 1999,
together with the weighted average exercise price payable per share. The
Company has not made any direct stock issuances to date under the 1999 Stock
Option Plan.

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OPTION TRANSACTIONS
<TABLE>
<CAPTION>
Weighted
Number of Shares Average
Underlying Exercise Price
Name and Position Options Granted (#) Per Share ($)
----------------- ------------------- --------------
<S> <C> <C>
Isaak Karaev ............................... -- $ --
Chairman and Chief Executive Officer
James Tousignant............................ 300,000 $15.06
President
Phillip Callaghan (1)....................... -- --
Chief Financial Officer
Gregg B. Amonette........................... 100,000 $15.06
Senior Vice President, Sales and Marketing
John J. Mahoney............................. 100,000 $15.06
Senior Vice President, Product Development
All current executive officers as a group
(5)........................................ 500,000 $15.06
All current non-employee directors as a
group (5).................................. 24,000 $15.06
All employees, including current officers
who are not
executive officers, as a group............. 633,750 $12.18
</TABLE>
- --------
(1) Mr. Callaghan resigned on August 16, 1999.

As of July 31, 1999, (i) 3,121,675 shares of common stock were subject to
outstanding options under the 1999 Stock Option Plan, (ii) 2,450,875 shares
remained available for future issuance, assuming stockholder approval of the
2,500,000 share increase which is the subject of this Proposal, and (iii)
338,025 shares have been issued in connection with option exercises.

New Plan Benefits

The following table lists, as of July 31, 1999, the number of shares of
common stock subject to the options granted to the CEO, the four other most
highly compensated executive officers of the Company (with base salary and
bonus for the last fiscal year in excess of $100,000) and the other indicated
groups on the basis of the share increase which is the subject of this
Proposal. Those options will not become exercisable for any of the option
shares unless the stockholders approve this Proposal.

NEW PLAN BENEFITS
1999 STOCK OPTION PLAN

<TABLE>
<CAPTION>
Weighted Average
Number of Exercise Price
Name and Position Option Shares (#) ($)
----------------- ----------------- ----------------
<S> <C> <C>
Isaak Karaev .............................. -- $ --
Chairman and Chief Executive Officer
James Tousignant .......................... -- $ --
President
Philip Callaghan (1) ...................... -- $ --
Chief Financial Officer
Gregg B. Amonette.......................... -- $ --
Senior Vice President, Sales and Marketing
John J. Mahoney............................ -- $ --
Senior Vice President, Product Development
All current executive officers as a group
(5)....................................... -- $ --
All current non-employee directors as a
group (5)................................. -- $ --
All employees, including current officers
who are not executive officers, as a
group..................................... 49,125 $15.06
</TABLE>
- --------
(1) Mr. Callaghan resigned on August 16, 1999.

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General Provisions

Acceleration

In the event there should occur a change in control of the Company, each
outstanding option under the Discretionary Option Grant Program will
automatically accelerate in full, unless assumed or otherwise continued in
effect by the successor corporation or replaced with a cash incentive program
which preserves the spread existing on the unvested option shares (the excess
of the fair market value of those shares over the option exercise price payable
for such shares) and provides for subsequent payout in accordance with the same
vesting schedule in effect for those option shares. In addition, all unvested
shares outstanding 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
complete discretion to grant one or more options under the Discretionary Option
Grant Program which will become exercisable for all the option shares in the
event the optionee's service with the Company or the successor entity is
terminated (actually or constructively) within a designated period following a
change in control transaction in which those options are assumed or otherwise
continued in effect. The vesting of outstanding shares under the Stock Issuance
Program may also be structured to accelerate upon similar terms and conditions.

The Plan Administrator will have the discretion to structure one or more
option grants under the Discretionary Option Grant Program so that those
options will vest immediately vest upon a change in control, whether or not the
options are to be assumed or otherwise continued in effect. The Plan
Administrator may also structure stock issuances under the Stock Issuance
Program so that those issuances will immediately vest upon a change in control.
The shares subject to each option under the Salary Investment Option Grant and
Automatic Option Grant Programs will immediately vest upon any change in
control transaction.

A change in control will be deemed to occur upon (i) an acquisition of the
Company by merger or asset sale, (ii) the successful completion of a tender
offer for more than 50% of the Company's outstanding voting stock or (iii) a
change in the majority of the Board effected through one or more contested
elections for Board membership.

The acceleration of vesting in the event of a change in the ownership or
control of the Company may be seen as an anti-takeover provision and may have
the effect of discouraging a merger proposal, a takeover attempt or other
efforts to gain control of the Company.

Stockholder Rights and Option Transferability

No optionee will have any stockholder rights with respect to the option
shares until such optionee has exercised the option and paid the exercise price
for the purchased shares. Options are not assignable or transferable other than
by will or the laws of inheritance following optionee's death, and during the
optionee's lifetime, the option may only be exercised by the optionee. However,
non-statutory options may be transferred or assigned during optionee's lifetime
to one or more members of the optionee's family or to a trust established for
one or more such family members or to one or more other persons, to the extent
such transfer is in connection with the optionee's estate or pursuant to a
domestic relations order.

Changes in Capitalization

In the event any change is made to the outstanding shares of common stock by
reason of any recapitalization, stock dividend, stock split, combination of
shares, exchange of shares or other change in corporate structure effected
without the Company's receipt of consideration, appropriate adjustments will be
made to (i) the maximum number and/or class of securities issuable under the
1999 Stock Option Plan, (ii) the maximum number and/or class of securities for
which any one person may be granted stock options, separately exercisable stock
appreciation rights and direct stock issuances under the 1999 Stock Option Plan
per calendar

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year, (iii) 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, (iv) the number and/or class of
securities and the exercise price per share in effect under each outstanding
option, (v) the number and/or class of securities and the exercise price per
share in effect under each outstanding option transferred from the Predecessor
Plan to the 1999 Stock Option Plan and (vi) the maximum number and/or class of
securities by which the share reserve under the 1999 Stock Option Plan is to
increase automatically each year. Such adjustments will be designed to preclude
any dilution or enlargement of benefits under the Plan or the outstanding
options thereunder.

Financial Assistance

The Plan Administrator may institute a loan program to assist one or more
participants in financing the exercise of outstanding options under the
Discretionary Option Grant Program or the purchase of shares under the Stock
Issuance Program through full-recourse interest-bearing promissory notes.
However, the maximum amount of financing provided any participant may not
exceed the cash consideration payable for the issued shares plus all applicable
taxes incurred in connection with the acquisition of those shares.

Special Tax Election

The Plan Administrator may provide one or more holders of options or unvested
share issuances under the 1999 Stock Option Plan with the right to have the
Company withhold a portion of the shares otherwise issuable to such individuals
in satisfaction of the withholding taxes to which such individuals become
subject in connection with the exercise of those options or the vesting of
those shares. Alternatively, the Plan Administrator may allow such individuals
to deliver previously acquired shares of common stock in payment of such
withholding tax liability.

Amendment and Termination

The Board may amend or modify the 1999 Stock Option Plan at any time, subject
to any required shareholder approval pursuant to applicable laws and
regulations. Unless sooner terminated by the Board, the 1999 Stock Option Plan
will terminate on the earliest of (i) January 26, 2009, (ii) the date on which
all shares available for issuance under the 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.

Federal Income Tax Consequences

Option Grants

Options granted under the 1999 Stock Option Plan may be either incentive
stock options which satisfy the requirements of Section 422 of the Internal
Revenue Code or non-statutory options which are not intended to meet such
requirements. The Federal income tax treatment for the two types of options
differs as follows:

Incentive Options. No taxable income is recognized by the optionee at the
time of the option grant, and no taxable income is generally recognized at the
time the option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise made the
subject of a taxable disposition. For Federal tax purposes, dispositions are
divided into two categories: (i) qualifying and (ii) disqualifying. A
qualifying disposition occurs if the sale or other disposition is made after
the optionee has held the shares for more than two (2) years after the option
grant date and more than one (1) year after the exercise date. If either of
these two holding periods is not satisfied, then a disqualifying disposition
will result.

Upon a qualifying disposition, the optionee will recognize long-term capital
gain in an amount equal to the excess of (i) the amount realized upon the sale
or other disposition of the purchased shares over (ii) the exercise price paid
for the shares. If there is a disqualifying disposition of the shares, then the
excess of (i) the fair market value of those shares on the exercise date over
(ii) the exercise price paid for the shares will be taxable as ordinary income
to the optionee. Any additional gain or loss recognized upon the disposition
will be recognized as a capital gain or loss by the optionee.

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<PAGE>

If the optionee makes a disqualifying disposition of the purchased shares,
then the Company will be entitled to an income tax deduction, for the taxable
year in which such disposition occurs, equal to the excess of (i) the fair
market value of such shares on the option exercise date over (ii) the exercise
price paid for the shares. If the optionee makes a qualifying disposition, the
Company will not be entitled to any income tax deduction.

Non-Statutory Options. No taxable income is recognized by an optionee upon
the grant of a non-statutory option. The optionee will in general recognize
ordinary income, in the year in which the option is exercised, equal to the
excess of the fair market value of the purchased shares on the exercise date
over the exercise price paid for the shares, and the optionee will be required
to satisfy the tax withholding requirements applicable to such income.

If the shares acquired upon exercise of the non-statutory option are unvested
and subject to repurchase by the Company in the event of the optionee's
termination of service prior to vesting in those shares, then the optionee will
not recognize any taxable income at the time of exercise but will have to
report as ordinary income, as and when the Company's repurchase right lapses,
an amount equal to the excess of (i) the fair market value of the shares on the
date the repurchase right lapses over (ii) the exercise price paid for the
shares. The optionee may, however, elect under Section 83(b) of the Internal
Revenue Code to include as ordinary income in the year of exercise of the
option an amount equal to the excess of (i) the fair market value of the
purchased shares on the exercise date over (ii) the exercise price paid for
such shares. If the Section 83(b) election is made, the optionee will not
recognize any additional income as and when the repurchase right lapses.

The Company will be entitled to an income tax deduction equal to the amount
of ordinary income recognized by the optionee with respect to the exercised
non-statutory option. The deduction will in general be allowed for the taxable
year of the Company in which such ordinary income is recognized by the
optionee.

Stock Appreciation Rights

No taxable income is recognized upon receipt of a stock appreciation right.
The holder will recognize ordinary income, in the year in which the stock
appreciation right is exercised, in an amount equal to the excess
of the fair market value of the underlying shares of common stock on the
exercise date over the base price in effect for the exercised right, and the
holder will be required to satisfy the tax withholding requirements applicable
to such income.

The Company will be entitled to an income tax deduction equal to the amount
of ordinary income recognized by the holder in connection with the exercise of
the stock appreciation right. The deduction will be allowed for the taxable
year in which such ordinary income is recognized.

Direct Stock Issuances

The tax principles applicable to direct stock issuances under the 1999 Stock
Option Plan will be substantially the same as those summarized above for the
exercise of non-statutory option grants.

Deductibility of Executive Compensation

The Company anticipates that any compensation deemed paid by it in connection
with the disqualifying disposition of incentive stock option shares or the
exercise of non-statutory options with exercise prices equal to the fair market
value of the option shares on the grant date will qualify as performance-based
compensation for purposes of Code Section 162(m) and will not have to be taken
into account for purposes of the $1 million limitation per covered individual
on the deductibility of the compensation paid to certain executive officers of
the Company. Accordingly, all compensation deemed paid with respect to those
options will remain deductible by the Company without limitation under Code
Section 162(m).

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<PAGE>

Accounting Treatment

Option grants under the Discretionary Option Grant and Automatic Option Grant
Programs with exercise prices equal to the fair market value of the option
shares on the grant date will not result in any direct charge to the Company's
reported earnings. However, the fair value of those options is required to be
disclosed in the notes to the Company's financial statements, and the Company
must also disclose, in footnotes to the Company's financial statements, the
pro-forma impact those options would have upon the Company's reported earnings
were the fair value of those options at the time of grant treated as a
compensation expense. In addition, the number of outstanding options may be a
factor in determining the Company's earnings per share on a fully-diluted
basis.

Option grants or stock issuances made under the 1999 Stock Option Plan with
exercise or issue prices less than the fair market value of the shares on the
grant or issue date will result in a direct compensation expense to the Company
in an amount equal to the excess of such fair market value over the exercise or
issue price. The expense must be amortized against the Company's earnings over
the period that the option shares or issued shares are to vest.

On March 31, 1999, the Financial Accounting Standards Board issued an
exposure draft of a proposed interpretation of APB Opinion No. 25 governing the
accounting principles applicable to equity incentive plans. Under the proposed
interpretation, option grants made to non-employee Board members or consultants
after December 15, 1998 will result in a direct charge to the Company's
reported earnings based upon the fair value of the option measured initially as
of the grant date and then subsequently on the vesting date of each installment
of the underlying option shares. Such charge will accordingly include the
appreciation in the value of the option shares over the period between the
grant date of the option (or, if later, the effective date of the final
interpretation) and the vesting date of each installment of the option shares.

Should one or more individuals be granted tandem stock appreciation rights
under the 1999 Stock Option Plan, then such rights would result in a
compensation expense to be charged against the Company's reported earnings.
Accordingly, at the end of each fiscal quarter, the amount (if any) by which
the fair market value of the shares of common stock subject to such outstanding
stock appreciation rights has increased from the prior quarter-end would be
accrued as compensation expense, to the extent such fair market value is in
excess of the aggregate exercise price in effect for those rights.

Vote Required

The affirmative vote of at least a majority of the shares of common stock
present in person or by proxy at the Special Meeting and entitled to vote is
required for approval of the amendment to the 1999 Stock Option Plan. Should
such stockholder approval not be obtained, then the 2,500,000 share increase to
the share reserve under the 1999 Stock Option Plan will not be implemented, any
stock options granted under the 1999 Stock Option Plan on the basis of that
increase will immediately terminate without ever becoming exercisable for the
shares of common stock subject to those options, and no additional options or
stock issuances will be made on the basis of such share increase. The 1999
Stock Option Plan will, however, continue in effect, and option grants and
direct stock issuances may continue to be made under the 1999 Stock Option Plan
until all the shares of common stock available for issuance under the 1999
Stock Option Plan has been issued pursuant to such option grants and direct
stock issuances. The approval of the proposal to amend the 1999 Stock Option
Plan is not conditional on the approval of the issuance of Multex.com common
stock in the merger or on the approval of the proposal to increase the size of
Multex.com's board of directors.

Recommendation of the Board of Directors

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<PAGE>

EXPERTS

The consolidated financial statements of Multex.com, Inc. at December 31,
1998 and 1997, and for each of the three years in the period ended December 31,
1998, included in the joint proxy statement/prospectus of Multex.com, Inc. and
Market Guide Inc., which is referred to and made a part of this prospectus and
registration statement, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report appearing elsewhere herein, and are
included in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

The financial statements of Market Guide Inc. at February 28, 1999 and the
year then ended included in the joint proxy statement/prospectus of Multex.com,
Inc. and Market Guide Inc., which is referred to and made a part of this
prospectus and registration statement, have been audited by Ernst & Young LLP,
independent auditors, and at February 28, 1998, and for each of the two years
in the period ended February 28, 1998, by Zerbo, McKiernan & Zambito, L.L.C,
independent auditors, as set forth in their reports appearing elsewhere herein,
and are included in reliance upon such reports given on the authority of such
firms as experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares of Multex.com common stock offered by this joint
proxy statement/prospectus and the federal income tax consequences in
connection with the merger will be passed upon for Multex.com by Brobeck,
Phleger & Harrison LLP, New York, New York. Certain legal matters with respect
to federal income tax consequences in connection with the merger will be passed
upon for Market Guide by Willkie Farr & Gallagher, New York, New York.

WHERE YOU CAN FIND MORE INFORMATION

Multex.com and Market Guide file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
Shareholders may read and copy any reports, statements or other information
filed by Multex.com or Market Guide at the Commission's public reference rooms
in Washington, D.C., New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Multex.com's and Market Guide's filings with the Commission are also
available to the public from commercial document-retrieval services and at the
Web site maintained by the Commission at http://www.sec.gov.

Multex.com has filed a registration statement with the Commission to register
the Multex.com common stock to be issued to Market Guide shareholders in the
merger. This joint proxy statement/prospectus is a part of that registration
statement and constitutes a proxy statement and prospectus of Multex.com in
addition to being a proxy statement of Market Guide for use at its special
meeting.

Multex.com has supplied all information contained in this joint proxy
statement/prospectus relating to Multex.com, and Market Guide has supplied all
information contained in this joint proxy statement/prospectus relating to
Market Guide. Neither Multex.com nor Market Guide warrants the accuracy or
completeness of information relating to the other.

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<PAGE>

Shareholders can obtain any of the reports referenced above through
Multex.com, Market Guide or the Commission. Documents are available from
Multex.com or Market Guide without charge, excluding all exhibits. Shareholders
may obtain such documents by requesting them orally or in writing to the
following addresses or by telephone:

For Multex.com Inc.: For Market Guide Inc.:
Joseph Jaffoni Market Guide Inc.
Jaffoni & Collins Investor Relations
104 5th Avenue, 14th Floor 2001 Marcus Avenue, Suite South 200
New York, New York 10011 Lake Success, New York 11042
(212) 835-8500 (516) 327-2400

If you would like to request documents, please do so by September 15, 1999 in
order to receive them before the Multex.com special meeting and by September
15, 1999 in order to receive them before the Market Guide special meeting.

Multex.com stockholders should rely only on the information contained in this
joint proxy statement/prospectus to vote on the issuance of Multex.com common
stock as contemplated by the merger agreement. Market Guide shareholders should
rely only on the information contained in this joint proxy statement/prospectus
to vote on the merger agreement and the merger. Neither Multex.com nor Market
Guide has authorized anyone to provide information that is different from what
is contained in this joint proxy statement/prospectus. This joint proxy
statement/prospectus is dated August 19, 1999. Shareholders should not assume
that the information contained in this joint proxy statement/prospectus is
accurate as of any other date, and neither the mailing of this joint proxy
statement/prospectus to shareholders nor the issuance of Multex.com common
stock in the merger shall create any implication to the contrary.

155
<PAGE>

MULTEX.COM, INC.

INDEX OF CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----

<S> <C>
Report of Independent Auditors............................................. F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998............... F-3
Consolidated Statements of Operations for the Years Ended December 31,
1996, 1997 and 1998....................................................... F-4
Consolidated Statements of Stockholders' Deficit for the Years Ended
December 31, 1996, 1997
and 1998.................................................................. F-5
Consolidated Statements of Cash Flows for the Years Ended December 31,
1996, 1997 and 1998....................................................... F-6
Notes to Consolidated Financial Statements--Years Ended December 31, 1996,
1997 and 1998............................................................. F-7
Condensed Consolidated Balance Sheet as of June 30, 1999 (Unaudited)....... F-19
Condensed Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 1998 and 1999 (Unaudited)........................... F-20
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 1998 and 1999 (Unaudited)........................................ F-21
Notes to Condensed Consolidated Financial Statements--June 30, 1999
(Unaudited)............................................................... F-22
</TABLE>
F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

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

We have audited the accompanying consolidated balance sheets of Multex.com,
Inc. (the "Company") as of December 31, 1997 and 1998, and the related
consolidated statements of operations, stockholders' deficit and cash flows for
each of the three years in the period ended December 31, 1998. 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.com, Inc. as of December 31, 1997 and 1998, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998 in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

New York, New York
January 29, 1999, except for
Note 14, as to which the
date is March 9, 1999

F-2
<PAGE>

MULTEX.COM, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
Pro Forma
December 31, December 31,
-------------------------- ------------
1997 1998 1998
------------ ------------ ------------
(Unaudited)
(Note 14)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........... $ 2,532,983 $ 2,317,675 $ 2,317,675
Marketable securities............... 7,663,585 20,014,680 20,014,680
Accounts receivable, less allowance
of $240,000 and $138,000
in 1997 and 1998, respectively..... 1,813,570 2,447,299 2,447,299
Other current assets................ 259,606 221,184 221,184
------------ ------------ ------------
Total current assets................ 12,269,744 25,000,838 25,000,838
Property and equipment, net.......... 2,161,315 2,843,477 2,843,477
Other................................ 302,341 124,078 124,078
------------ ------------ ------------
Total assets........................ $ 14,733,400 $ 27,968,393 $ 27,968,393
============ ============ ============
LIABILITIES AND STOCKHOLDERS'
(DEFICIT) EQUITY
Current liabilities:
Accounts payable.................... $ 344,901 $ 981,905 $ 981,905
Accrued expenses.................... 1,091,324 1,599,609 1,599,609
Deferred revenues................... 1,446,699 2,682,939 2,682,939
Current portion of long-term debt... 1,053,188 -- --
Other current liabilities........... 312,783 -- --
------------ ------------ ------------
Total current liabilities........... 4,248,895 5,264,453 5,264,453
Other................................ -- 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 at December 31, 1997 and
1998.............................. 3,251,303 3,459,696 --
Series B redeemable preferred
stock; $.01 par value,
$5,500,000 aggregate liquidation
preference:
Issued and outstanding--36,666
shares at December 31, 1997 and
1998.............................. 6,850,679 7,294,411 --
Series C redeemable preferred
stock; $.01 par value,
$15,000,000 aggregate liquidation
preference:
Issued and outstanding--100,000
shares at December 31, 1997 and
1998.............................. 16,840,299 18,064,794 --
Series D redeemable preferred
stock; $.01 par value,
$10,000,000 aggregate liquidation
preference:
Issued and outstanding--55,556
shares at December 31, 1997 and
1998.............................. 10,291,743 11,101,685 --
Series E redeemable preferred
stock; $.01 par value,
$20,000,000 aggregate liquidation
reference:
Issued and outstanding--80,000
shares at December 31, 1998....... -- 19,939,452 --
Stockholders' (deficit) equity:
Preferred stock--$.01 par value:
Authorized--5,000,000 shares; none
issued and outstanding
at December 31, 1997 and 1998..... -- -- --
Common stock--$.01 par value:
Authorized--50,000,000 shares;
issued and outstanding--
2,445,000 shares and 3,251,125
shares at December 31, 1997 and
1998, respectively, and
18,112,237 shares on a pro forma
basis............................. 24,450 32,511 181,122
Additional paid-in capital.......... (3,313,260) (3,634,083) 56,077,344
Accumulated deficit................. (22,394,473) (32,137,197) (32,137,197)
Deferred compensation............... (1,052,112) (1,460,000) (1,460,000)
Translation adjustment.............. (14,124) (15,948) (15,948)
------------ ------------ ------------
Total stockholders' (deficit)
equity........................... (26,749,519) (37,214,717) 22,645,321
------------ ------------ ------------
Total liabilities and
stockholders' (deficit) equity... $ 14,733,400 $ 27,968,393 $ 27,968,393
============ ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

MULTEX.COM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Revenues............................. $ 2,646,527 $ 6,013,766 $ 13,181,589
Cost of revenues..................... 809,380 1,231,692 2,894,563
------------ ------------ ------------
Gross profit......................... 1,837,147 4,782,074 10,287,026
Operating expenses:
Sales and marketing................ 2,339,110 3,506,935 7,622,348
Research and development........... 1,414,908 1,600,893 2,180,244
General and administrative......... 4,552,936 7,836,639 9,385,418
------------ ------------ ------------
Total operating expenses............. 8,306,954 12,944,467 19,188,010
------------ ------------ ------------
Loss from operations................. (6,469,807) (8,162,393) (8,900,984)
Other income (expense):
Gain on sale of equipment.......... -- -- 124,796
Offering expenses (Note 1)......... -- -- (840,781)
Interest expense................... (250,175) (309,769) (481,997)
Interest and investment income..... 310,177 434,986 356,242
------------ ------------ ------------
Net loss............................. (6,409,805) (8,037,176) (9,742,724)
Redeemable preferred stock
dividends........................... 1,402,788 2,181,472 2,679,445
------------ ------------ ------------
Net loss available to common
stockholders'....................... $( 7,812,593) $(10,218,648) $(12,422,169)
------------ ------------ ------------
Basic and diluted loss per common
share............................... $ (3.86) $ (4.69) $ (4.36)
============ ============ ============
Number of shares used in computing
basic and diluted loss per share.... 2,021,919 2,179,261 2,846,963
============ ============ ============
Pro forma basic and diluted loss per
share............................... -- -- $ (0.55)
============
Number of shares used in computing
pro forma
basic and diluted loss per share.... -- -- 17,708,075
============
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

MULTEX.COM, 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 at December 31,
1995................... 1,963,750 $19,638 $ (863,094) $ (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.... 105,625 1,056 1,132 -- -- -- 2,188
--------- ------- ----------- ------------ ----------- -------- ------------
Balance at December 31,
1996................... 2,069,375 20,694 (2,264,750) (14,357,297) -- -- (16,601,353)
------------
Net loss............... -- -- -- (8,037,176) -- -- (8,037,176)
Translation
adjustment............ -- -- -- -- -- (14,124) (14,124)
------------
Comprehensive loss..... -- -- -- -- -- -- (8,051,300)
------------
Redeemable preferred
stock dividend........ -- -- (2,181,472) -- -- -- (2,181,472)
Stock issued for
services.............. 35,000 350 10,150 -- -- -- 10,500
Exercise of options.... 340,625 3,406 45,593 -- -- -- 48,999
Amortization of
deferred compensation
relating to stock
options............... -- -- -- -- 25,107 -- 25,107
Deferred compensation
related to stock
options............... -- -- 1,077,219 -- (1,077,219) -- --
--------- ------- ----------- ------------ ----------- -------- ------------
Balance at December 31,
1997................... 2,445,000 24,450 (3,313,260) (22,394,473) (1,052,112) (14,124) (26,749,519)
------------
Net loss............... -- -- -- (9,742,724) -- -- (9,742,724)
Translation
adjustment............ -- -- -- -- -- (1,824) (1,824)
------------
Comprehensive loss..... -- -- -- -- -- -- (9,744,548)
------------
Redeemable preferred
stock dividend........ -- -- (2,679,445) -- -- -- (2,679,445)
Exercise of options.... 606,125 6,061 143,062 -- -- -- 149,123
Amortization of
deferred compensation
relating to stock
options............... -- -- -- -- 439,672 -- 439,672
Cancellation of stock
options............... -- -- (24,898) -- 24,898 -- --
Deferred compensation
related to stock
options............... -- -- 872,458 -- (872,458) -- --
Sale of stock and
issuance of options in
connection with the
acquisition of certain
assets of Multex Data
Group................. 75,000 750 644,250 -- -- -- 645,000
Issuance of stock in
connection with the
acquisition of Multex
Data Group............ 125,000 1,250 623,750 -- -- -- 625,000
Issuance of warrant in
connection with long-
term debt............. -- -- 100,000 -- -- -- 100,000
--------- ------- ----------- ------------ ----------- -------- ------------
Balance at December 31,
1998 .................. 3,251,125 $32,511 $(3,634,083) $(32,137,197) $(1,460,000) $(15,948) $(37,214,717)
========= ======= =========== ============ =========== ======== ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

MULTEX.COM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------- ---
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating activities
Net loss........................... $(6,409,805) $(8,037,176) $(9,742,724)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Amortization of deferred
compensation.................... -- 25,107 439,672
Gain on sale of equipment........ -- -- (124,796)
Depreciation and amortization.... 1,096,754 1,368,318 1,433,191
Amortization of issuance and
financing costs................. 29,384 40,988 146,569
Bad debt expense................. 130,000 168,130 138,000
Stock issued for services........ -- 10,500 --
Changes in operating assets and
liabilities:
Accounts receivable............ (798,099) (1,058,303) (771,729)
Other current assets........... (64,225) (94,082) 38,422
Other assets................... (56,254) 54,063 178,263
Accounts payable............... (843,560) (136,797) 509,304
Accrued expenses............... 608,251 194,297 508,285
Deferred revenue............... 798,812 361,637 1,236,240
Other liabilities.............. -- -- 58,619
----------- ----------- -----------
Net cash used in operating
activities........................ (5,508,742) (7,103,318) (5,952,684)
Investing activities
Purchase of marketable securities.. (12,044,939) (7,663,585) (21,283,209)
Proceeds from sale of marketable
securities........................ 4,215,304 7,829,635 8,932,114
Proceeds from sale of equipment.... -- -- 200,953
Purchase of property and
equipment......................... (1,372,224) (1,111,196) (1,093,810)
----------- ----------- -----------
Net cash used in investing
activities........................ (9,201,859) (945,146) (13,243,952)
Financing activities
Proceeds from issuances of stock... 15,002,188 10,048,999 20,449,123
Preferred stock issuance costs..... (164,245) (54,095) (100,000)
Proceeds from long-term debt....... 1,231,525 474,667 1,850,000
Repayment of long-term debt........ (564,299) (805,822) (2,903,188)
Repayment of short-term debt....... (327,000) -- --
Other liabilities.................. 177,837 31,224 (312,783)
----------- ----------- -----------
Net cash provided by financing
activities........................ 15,356,006 9,694,973 18,983,152
Effect of exchange rate changes on
cash.............................. -- (14,124) (1,824)
----------- ----------- -----------
Increase (decrease) in cash and
cash equivalents.................. 645,405 1,632,385 (215,308)
Cash and cash equivalents,
beginning of year................. 255,193 900,598 2,532,983
----------- ----------- -----------
Cash and cash equivalents, end of
year.............................. $ 900,598 $ 2,532,983 $ 2,317,675
=========== =========== ===========
Supplemental disclosures of cash
flow information
Noncash investing and financing
activity:
Accrued purchases of fixed
assets.......................... $ 210,046 $ 46,336 $ 127,700
=========== =========== ===========
Fair market value of stock and
options given in connection with
the acquisition of certain
assets of Multex Data Group..... $ -- $ -- $ 345,000
=========== =========== ===========
Fair market value of stock issued
in connection with the
acquisition
of Multex Data Group............ $ -- $ -- $ 625,000
=========== =========== ===========
Stock issued for services........ $ -- $ 10,500 $ --
=========== =========== ===========
Interest paid...................... $ 158,277 $ 159,705 $ 325,181
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 1996, 1997 and 1998

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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. In January 1999, the Company changed its name to Multex.com, 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

On February 27, 1998, the Company established a new wholly owned subsidiary,
RDG-Multex, Inc. In September 1998, the subsidiary's name was changed to Multex
Data Group, Inc. ("Multex Data Group"). Multex Data Group acquired assets
(earnings estimate database and related software) of Research Data Group, Inc.
in exchange for 49 shares of the common stock (49%) of Multex Data Group on
March 27, 1998.

In connection with the transaction above, the Company issued to a principal
of Research Data Group, Inc., 75,000 shares of the Company's common stock at a
purchase price of $4.00 per share ($300,000) and a one year option ("One Year
Option") to acquire 125,000 shares of the Company's common stock at an exercise
price of $5.00 per share. The Company has estimated the fair market value of
the 75,000 shares to be approximately $450,000 and has valued the option at
approximately $195,000 as of the date of grant using the Black-Scholes option
pricing model. The purchase price of the assets acquired was $345,000, the
estimated fair market value of the consideration given to a principal of
Research Data Group, Inc. (see calculation of fair market value below)

<TABLE>
<S> <C>
Fair market value of 75,000 shares sold..................... $ 450,000
Fair market value of One Year Option........................ 195,000
Less cash consideration received by the Company............. (300,000)
---------
Fair market value of consideration given (49 shares of
Multex Data Group) for assets acquired..................... $ 345,000
=========
</TABLE>

On December 15, 1998, the Company acquired the remaining 49% of Multex Data
Group in exchange for 125,000 shares of the Company's common stock, which was
valued at approximately $625,000. Such value was based on the estimated fair
market value of the Company's common stock of $5.00 per share. The purchase
price was fully allocated to the earnings estimate database.

The acquisition has been accounted for by the purchase method of accounting
and accordingly, the Company is consolidating the results of operations of
Multex Data Group effective March 27, 1998.

Principles of Consolidation

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

F-7
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

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 December 31, 1998, substantially all cash and cash
equivalents were held in one bank.

The Company's customers are concentrated among institutional investors and
financial professionals, including mutual fund managers, portfolio managers,
brokers and their clients. Except for the customers noted at Note 12, no
customers accounted for revenues in excess of 1.5%, 2.7% and 3.6% of total
revenues for the years ended December 31, 1996, 1997 and 1998, respectively.The
Company performs ongoing credit evaluations, generally does not require
collateral and establishes an allowance for doubtful accounts based upon
factors surrounding the credit risk of customers, historical trends and other
information; to date, such losses have been within management's expectations.

Marketable Securities

Marketable securities are classified as available-for-sale. Marketable
securities consisted of United States treasury bills with maturities of 360
days or less when purchased and an investment in a money market mutual fund
which invests in federal agency notes and government agreements. 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.

Advertising

The Company expenses the costs of advertising as incurred. Advertising
expense for the years ended December 31, 1996, 1997 and 1998 was approximately
$422,000, $732,000 and $2.3 million, respectively.

Revenue Recognition

Revenues from subscriptions are recognized in equal installments over the
term of the subscriptions. Non-subscription revenues from the Multex Research-
On-Demand service are recognized upon sale. Revenues from sponsorships are
recognized in equal installments over the term of the contract. 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.

F-8
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

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

Deferred Revenue

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

Offering Expenses

Offering expenses represent costs incurred in connection with a proposed
financing in 1998. On October 19, 1998, the Company withdrew the registration
statement relating to such proposed financing, and accordingly, the offering
costs incurred prior to that date were expensed.

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.

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 loss or stockholders'
deficit. 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' deficit, to
be included in other comprehensive loss.

Segment Information

Effective January 1, 1998, the Company adopted the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information (Statement
131). Statement 131 superseded FASB Statement No. 14, Financial Reporting for
Segments of a

F-9
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

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

Business Enterprise. Statement 131 establishes standards for reporting of
financial information about operating segments in annual financial statements
and requires reporting selected information about operating segments in interim
financial reports. The adoption of Statement 131 did not affect the Company's
results of operations or financial position. The disclosure of segment
information was not required as the Company operates in only one business
segment.

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 14)

During 1997, the Company increased the number of authorized shares of its
common stock from 14,000,000 shares to 19,000,000 shares. In December 1998, the
Company increased the number of authorized shares of its common stock to
50,000,000 shares.

Common Stock Reserved for Issuance

At December 31, 1997 and 1998, the Company has reserved approximately
13,278,000 shares and 18,397,000 shares, respectively 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 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.

During 1998, the Company authorized 80,000 shares of $.01 par value Series E
convertible preferred stock ("Series E Stock") and issued 80,000 shares of the
Series E Stock for $20,000,000. In connection with the issuance of the Series E
Stock, the Company incurred issuance costs of approximately $100,000.

The holders of Series C, Series D and Series E Stock are entitled to a
liquidation preference over the Series A and Series B Stock. The Series C,
Series D and Series E Stock share ratably on a pari passu basis in the event of
a liquidation and the Series A and Series B Stock share ratably on a pari passu
basis in the event of a liquidation.

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.

F-10
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

3. REDEEMABLE PREFERRED STOCK (continued)

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 $250 for Series E) and dividing the
result by $1.00 for Series A, $1.50 for Series B and C, $1.80 for Series D,
$250 for Series E 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 $8.00 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.

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,
2003. 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, 1998. At December 31, 1997 and 1998 the total cumulative
dividends in arrears is approximately $4,467,000 and $7,146,000, respectively.

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-11
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

4. EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1996 1997 1998
----------- ------------ ------------
<S> <C> <C> <C>
Numerator:
Net loss............................ $(6,409,805) $ (8,037,176) $ (9,742,724)
Redeemable preferred stock dividends.. 1,402,788 2,181,472 2,679,445
----------- ------------ ------------
Numerator for basic and diluted loss
per share--net loss available for
common stockholders.................. $(7,812,593) $(10,218,648) $(12,422,169)
=========== ============ ============
Denominator:
Denominator for basic and dilutive
loss per share--weighted average
shares............................. 2,021,919 2,179,261 2,846,963
=========== ============ ============
Basic and diluted loss per share...... $ (3.86) $ (4.69) $ (4.36)
=========== ============ ============
</TABLE>

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

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Redeemable preferred stock--Series A.............. 25,000 25,000 25,000
Redeemable preferred stock--Series B.............. 36,666 36,666 36,666
Redeemable preferred stock--Series C.............. 100,000 100,000 100,000
Redeemable preferred stock--Series D.............. -- 55,556 55,556
Redeemable preferred stock--Series E.............. -- -- 80,000
Stock options..................................... 1,276,875 2,054,000 2,410,625
</TABLE>

The following table sets forth the computation of pro forma basic and diluted
loss per share, assuming conversion of the redeemable preferred shares to
shares of common stock on January 1, 1998:

<TABLE>
<CAPTION>
<S> <C>
Numerator:
Net loss available to common stockholders...................... $(12,422,169)
Redeemable preferred stock dividends........................... 2,679,445
------------
Numerator for pro forma loss available to common stockholders.. $ (9,742,724)
============
Denominator:
Weighted average number of common shares....................... 2,846,963
Assumed conversion of preferred shares to common shares (if
converted method)............................................. 14,861,112
------------
Denominator for pro forma basic and diluted loss per share..... 17,708,075
============
Pro forma basic and diluted loss per share....................... $ (0.55)
============
</TABLE>

F-12
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
December 31,
---------------------
1997 1998
---------- ----------
<S> <C> <C>
Computer and telecommunications equipment and
related software................................... $4,932,499 $6,671,162
Furniture and fixtures.............................. 266,852 302,839
Leasehold improvements.............................. 237,393 237,393
---------- ----------
5,436,744 7,211,394
Less accumulated depreciation and amortization...... 3,275,429 4,367,917
---------- ----------
$2,161,315 $2,843,477
========== ==========
</TABLE>

6. ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
December 31,
---------------------
1997 1998
---------- ----------
<S> <C> <C>
Payroll and related costs............................. $ 170,976 $ 298,455
Accrued vacation...................................... 125,000 125,000
Accrued bonuses....................................... 130,000 132,000
Royalties............................................. 424,971 597,444
Other................................................. 240,377 446,710
---------- ----------
$1,091,324 $1,599,609
========== ==========
</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,
approximately $1,053,000, was fully repaid in 1998.

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, 1997, the Company recorded approximately $313,000 in other
liabilities related to such obligation, which was fully paid in 1998.

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 could borrow up to 75% of eligible accounts receivable, as defined
therein. Substantially all of the assets of the Company were pledged as
collateral for the above obligations. The term loan and the revolving line of
credit bore interest at the prime rate plus 2%, as

F-13
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

8. LONG-TERM DEBT (continued)

defined therein, and the prime rate plus 1%, as defined therein, respectively.
The term loan was payable in twenty four monthly installments of approximately
$52,000 and was fully repaid in June 1998, and the revolving line of credit was
cancelled.

In October 1998, the Company entered into agreements with respect to a
$2,000,000 equipment line and a $4,000,000 revolving credit facility with a
bank. The Company may borrow up to 80% of eligible accounts receivable, as
defined, in the revolving credit facility, and advances under the equipment
line cannot exceed 75% of the net book value of equipment purchased within the
last twelve months. Substantially all of the assets of the Company are pledged
as collateral for the above obligations. The equipment line and revolving
credit facility bear interest at the prime rate plus 1%, as defined.

The above obligations also provide for, among other things, the maintenance
of certain covenants, including a liquidity ratio, leverage ratio and a minimum
tangible capital base, as defined. Borrowings under this agreement were repaid
in December 1998.

In connection with the above obligations, the Company granted to the bank a
warrant to purchase 318,050 shares of the Company's common stock at $4.80 per
share, which was valued at $100,000 based upon the Company's incremental
borrowing rate. The warrant expires on December 28, 2003.

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, 1998, the Company had net operating loss carryforwards of
approximately $26,200,000 and research and development credits of approximately
$700,000 for income tax purposes that expire in 2009 through 2013. 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. The utilization of net operating loss
carryforwards and research and development credits may be subject to further
limitations upon the completion of an initial public offering.

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

<TABLE>
<CAPTION>
December 31,
-------------------------
1997 1998
----------- ------------
<S> <C> <C>
Net operating loss
carryforward.............. $ 7,423,000 $ 10,483,000
Research and development
credits................... 494,000 711,000
Depreciation and
amortization.............. 565,000 686,000
Deferred revenue........... 579,000 1,073,000
Other...................... 96,000 55,000
----------- ------------
9,157,000 13,008,000
Valuation allowance........ (9,157,000) (13,008,000)
----------- ------------
$ -- $ --
=========== ============
</TABLE>

F-14
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

9. INCOME TAXES (continued)

Due to the uncertainty of the realization of the tax assets, a valuation
allowance has been provided. The valuation allowance was increased by
approximately $3,232,000 and $3,851,000 for the years ended December 31, 1997
and 1998, respectively.

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

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Statutory rate..................... (34)% (34)% (34)%
Loss for which no tax benefit was
provided.......................... 33 33 33
Other.............................. 1 1 1
--- --- ---
Effective tax rate................. 0 % 0 % 0 %
=== === ===
</TABLE>

10. STOCK OPTIONS

1993 Stock Incentive Plan

The Company had reserved 2,900,000 shares of the Company's common stock to be
issued under its 1993 Stock Incentive Plan (the "Plan"). In 1998, the number of
shares reserved for issuance under the Plan was increased to 4,500,000.

During the years ended December 31, 1997 and 1998, 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
$1,077,000 and $872,000, respectively. 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 years ended December
31, 1997 and 1998 amounted to approximately $25,000 and $440,000, respectively.

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 1996 1997 1998
----------- ------- ------- -------
<S> <C> <C> <C>
Volatility factor of the expected market price
of the Company's common stock................. 0.558 0.558 0.823
Average risk-free interest rate................ 6.5% 6.1% 5.19%
Dividend yield................................. 0.0% 0.0% 0.0%
Average life................................... 4 years 3 years 4 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.

F-15
<PAGE>

MULTEX.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
Years ended December 31, 1996, 1997 and 1998

10. STOCK OPTIONS (continued)

The Company's pro forma information is as follows:

<TABLE>
<CAPTION>
1996 1997 1998
----------- ------------ ------------
<S> <C> <C> <C>
Pro forma net loss available to
common stockholders............. $(7,816,122) $(10,231,110) $(12,413,223)
Pro forma basic and diluted loss
per share....................... $ (3.87) $ (4.69) $ (4.36)
</TABLE>

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, 1995....................... 931,000 0.02
Granted during the year............................. 519,000 0.86
Cancelled during the year........................... (67,500) (0.04)
Exercised during the year........................... (105,625) (0.02)
---------
Outstanding December 31, 1996....................... 1,276,875 0.36
Granted during the year............................. 1,396,000 0.50
Cancelled during the year........................... (278,250) (0.50)
Exercised during the year........................... (340,625) (0.14)
---------
Outstanding December 31, 1997....................... 2,054,000 0.38
Granted during the year............................. 989,000 5.00
Cancelled during the year........................... (26,250) (1.10)
Exercised during the year........................... (606,125) (0.25)
---------
Outstanding December 31, 1998....................... 2,410,625 2.30
=========
</TABLE>

Exercise prices for options outstanding as of December 31, 1998 ranged from
$.02 to $7.50 per share. In April 1997, the Board of Directors authorized a
$0.50 reduction in the exercise price per share for all outstanding options
issued with an exercise price of $1.00, with all other terms remaining
unchanged. The weighted average fair value of options granted during 1996, 1997
and 1998 was $0.10, $.85, and $4.03, respectively. The weighted average
remaining contractual life of those options outstanding as of December 31, 1998
is 7.8 years.

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
1998 were 350,407; 581,313 and 811,596, respectively. The weighted average
exercise price of exercisable options as of December 31, 1996, 1997 and 1998 is
$0.02, $0.26 and $0.44, 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.

F-16
<PAGE>

MULTEX.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
Years ended December 31, 1996, 1997 and 1998

10. STOCK OPTIONS (continued)

Other Stock Options

During June and December 1996, the Company granted to one of its major
customers two options to purchase 833,334 and 833,334 shares, respectively, of
the Company's common stock at $3.00 and $4.00 per share, respectively. Such
options were valued at $0 on the date of grant using the Black-Scholes option
pricing model. The options expired unexercised in December 1996 and June 1997.

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, 1996, 1997 and 1998 was
approximately $306,000, $425,000 and $455,000, respectively.

12. RELATED PARTY TRANSACTIONS, MAJOR CUSTOMERS AND GEOGRAPHICAL CONCENTRATION

In March 1998, the Company entered into an agreement with an independent
third party (the "Third Party") to secure a position as an anchor tenant on the
Third Party's Internet site. The agreement is for two years and is
automatically renewable unless either party elects not to renew. In 1998 the
Company made aggregate royalty payments of approximately $100,000. In December
1998, the Third Party became a Series E stockholder.

One customer accounted for approximately 31% and 21% of revenues for the
years ended December 31, 1996 and 1997, respectively. The same customer
accounted for approximately 36% and 31% of accounts receivable at December 31,
1996 and 1997, respectively.

Another customer accounted for approximately 14%, 16% and 10% of revenues for
the years ended December 31, 1996, 1997 and 1998, respectively. The same
customer accounted for approximately 15% of accounts receivable at December 31,
1996 and16% at December 31, 1998.

A third customer accounted for approximately 16% and 11% of revenues for the
years ended December 31, 1996 and 1997, respectively.

F-17
<PAGE>

MULTEX.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Years ended December 31, 1996, 1997 and 1998

12. RELATED PARTY TRANSACTIONS, MAJOR CUSTOMERS AND GEOGRAPHICAL CONCENTRATION
(continued)

A holder of preferred stock entered into a strategic distribution
relationship with the Company. As a result the Company granted the preferred
stockholder a limited non-exclusive license to use and distribute the Company's
technology and products. The preferred stockholder made license payments and
payments for consulting and maintenance services which amounted to
approximately 14% and 20% of revenues for the years ended December 31, 1996 and
1997, respectively. This preferred stockholder accounted for approximately 26%
and 19% of accounts receivable at December 31, 1996 and 1997, respectively.

The Company derives substantially all of its revenues from customers located
within the United States.

13. PENSION PLAN

The Company established a defined contribution plan (the "Plan") under
Section 401(k) of the Internal Revenue Code. All employees of the Company are
eligible to participate in the Plan upon hire. Participants may contribute up
to 20% of their eligible earnings, as defined. The Company may decide to make
an additional contribution to the Plan on behalf of the Plan participants. No
additional contributions have been made by the Company for the years ended
December 31, 1996, 1997 and 1998.

14. SUBSEQUENT EVENTS AND PRO FORMA ADJUSTMENTS

Stock Split

In March 1999, the Company effected a 1-for-2 reverse stock split. All common
share information included in the accompanying financial statements has been
adjusted to reflect the one-for-two reverse stock split.

Preferred Stock

In March 1999, the Company 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 $8.00 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 December 31, 1998 gives
effect to such conversion as if it occurred on that date. The pro forma loss
for the year ended December 31, 1998 gives effect to the conversion of such
shares as if it occurred on January 1, 1998.

F-18
<PAGE>

MULTEX.COM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)

<TABLE>
<CAPTION>
June 30,
1999
------------
<S> <C>
ASSETS
Current assets
Cash & cash equivalents.......................................... $ 21,596,882
Marketable securities............................................ 36,525,216
Accounts receivable, net......................................... 4,849,990
Other current assets............................................. 1,858,409
------------
Total current assets.............................................. 64,830,497
Property and equipment, net....................................... 3,672,091
Other............................................................. 602,594
------------
Total assets...................................................... $ 69,105,182
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................. $ 2,080,846
Accrued expenses................................................. 3,776,861
Deferred revenues................................................ 4,745,913
------------
Total current liabilities......................................... 10,603,620
Other............................................................. 44,721
Common stock $.01 par value
Authorized--50,000,000 shares issued and outstanding--21,852,688
shares......................................................... 218,527
Additional paid-in-capital........................................ 98,527,722
Accumulated deficit............................................... (39,065,654)
Deferred compensation............................................. (1,220,038)
Accumulated other comprehensive loss.............................. (3,716)
------------
Total stockholders' equity........................................ 58,456,841
------------
Total liabilities and stockholders' equity........................ $ 69,105,182
============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

F-19
<PAGE>

MULTEX.COM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

<TABLE>
<CAPTION>
Six Months Ended June
Three Months Ended June 30, 30,
---------------------------- ------------------------
1999 1998 1999 1998
------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues................ $ 6,115,670 $ 3,114,417 $11,141,161 $ 5,828,885
Cost of Revenues........ 1,514,619 751,750 2,840,128 1,446,051
------------- ------------- ----------- -----------
Gross profit............ 4,601,051 2,362,667 8,301,033 4,382,834
------------- ------------- ----------- -----------
Operating expenses:
Sales and marketing... 4,615,569 1,334,354 8,395,782 2,497,742
Research and
development.......... 867,230 512,720 1,599,952 953,048
General and
administrative....... 3,118,600 2,378,884 6,213,773 4,383,006
------------- ------------- ----------- -----------
Total operating
expenses............... 8,601,399 4,225,958 16,209,507 7,833,796
------------- ------------- ----------- -----------
Loss from operations.... (4,000,348) (1,863,291) (7,908,474) (3,450,962)
Other income (expense):
Gain on sale of
equipment............ -- -- -- 124,796
Interest expense...... (4,432) (37,529) (22,247) (348,083)
Interest and
investment income.... 716,914 93,790 1,002,264 208,493
------------- ------------- ----------- -----------
Net loss................ (3,287,866) (1,807,030) (6,928,457) (3,465,756)
Redeemable preferred
stock dividends........ -- 658,189 1,188,165 1,309,146
------------- ------------- ----------- -----------
Net loss available to
common shareholders.... $ (3,287,866) $ (2,465,219) $(8,116,622) $(4,774,902)
============= ============= =========== ===========
Basic and diluted net
loss per common share.. $ (0.15) $ (0.88) $ (0.59) $ (1.81)
============= ============= =========== ===========
Number of shares used in
computed basic and
diluted loss per
share.................. 21,817,587 2,812,128 13,673,379 2,639,371
============= ============= =========== ===========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

F-20
<PAGE>

MULTEX.COM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

<TABLE>
<CAPTION>
Six Months Ended June
30,
-------------------------
1999 1998
------------ -----------
<S> <C> <C>
Operating activities
Net loss............................................ $ (6,928,457) $(3,465,756)
Adjustments to reconcile net loss to net cash used
in operating activities:
Amortization of deferred compensation............. 239,962 196,205
Gain on sale of equipment......................... -- (124,796)
Depreciation and amortization 1,278,586 709,115
Amortization of issuance costs.................... 12,632 23,093
Bad debt expense.................................. 263,634 69,000
Changes in operating assets and liabilities:
Accounts receivable............................... (2,666,325) (1,419,780)
Other assets...................................... (2,115,741) 242,531
Accounts payable.................................. 769,959 27,130
Accrued expenses.................................. 2,177,252 449,016
Deferred revenues................................. 2,062,974 1,395,985
Other liabilities................................. (13,898) 58,619
------------ -----------
Net cash used in operating activities............... (4,919,422) (1,839,638)
Investing activities
Purchase of marketable securities................... (22,060,536) (1,268,529)
Proceeds from sale of marketable securities......... 5,550,000 7,663,585
Proceeds from sale of equipment..................... -- 200,953
Purchase of property and equipment.................. (1,778,218) (585,264)
------------ -----------
Net cash (used in) provided by investing
activities......................................... (18,288,754) 6,010,745
Financing activities
Proceeds from issuances of stock, net of offering
costs.............................................. 42,475,151 405,773
Proceeds from long-term debt........................ -- 1,250,000
Repayments of long-term debt........................ -- (2,303,188)
Deferred Offering Costs............................. -- (466,277)
Other liabilities................................... -- (312,783)
------------ -----------
Net cash provided by (used in) financing
activities......................................... 42,475,151 (1,426,475)
Effect of exchange rate changes on cash and cash
equivalents........................................ 12,232 (5,271)
------------ -----------
Increase in cash and cash equivalents............... 19,279,207 2,739,361
Cash and cash equivalents, beginning of period...... 2,317,675 2,532,983
------------ -----------
Cash and cash equivalents, end of period............ $ 21,596,882 $ 5,272,344
============ ===========
Supplemental disclosures of cash flow information
Noncash investing and financing activity:
Accrued purchases of fixed assets................. $ 328,982 $ 17,837
============ ===========
Sale of stock and issuance of options in
connection with acquisition of certain assets of
Multex Data Group, Inc........................... $ -- $ 345,000
============ ===========
Interest paid....................................... $ 4,432 $ 314,744
============ ===========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

F-21
<PAGE>

MULTEX.COM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

June 30, 1999

NOTE 1--BASIS OF PRESENTATION

Multex.com, Inc. and its wholly owned subsidiaries (collectively referred to
as the "Company") is a leading provider of online investment research and
information services designed to meet the needs of individual and institutional
investors, including investment banks, brokerage firms and corporations.

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three and six
months ended June 30, 1999 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1999.

For further information, refer to the consolidated financial statements and
footnotes for the year ended December 31, 1998.

NOTE 2--STOCKHOLDERS' EQUITY

During March 1999, the Company completed an initial public offering of
3,450,000 shares of its common stock, of which 3,283,500 shares were issued and
sold by the Company, which yielded gross proceeds of approximately $45,969,000.
As a result, all outstanding shares of redeemable preferred stock were
automatically converted in to 14,861,112 shares of the Company's common stock.
In connection with the initial public offering the Company incurred costs of
approximately $4,322,000.

The Company issued 456,951 shares of its common stock in connection with the
exercise of stock options during the six months ended June 30, 1999.

F-22
<PAGE>

MULTEX.COM, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

June 30, 1999

NOTE 3--EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings
per share for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Numerator:
Net loss................. $(3,287,866) $(1,807,030) $(6,928,457) $(3,465,756)
Redeemable preferred
stock dividends......... -- 658,189 1,188,165 1,309,146
----------- ----------- ----------- -----------
Numerator for basic and
diluted net loss per
share--net loss avail-
able for common
stockholders............ $(3,287,866) $(2,465,219) $(8,116,622) $(4,774,902)
=========== =========== =========== ===========
Denominator:
Denominator for basic and
dilutive net loss per
share--weighted average
shares.................. 21,817,587 2,812,128 13,673,379 2,639,371
=========== =========== =========== ===========
Basic and diluted net
loss per share.......... $ (0.15) $ (0.88) $ (0.59) $ (1.81)
=========== =========== =========== ===========
</TABLE>

NOTE 4--COMPREHENSIVE LOSS

Total comprehensive loss was approximately $3,281,000 and $8,104,000 for the
three and six months ended June 30, 1999, respectively, and $2,470,000 and
$4,780,000 for the three and six months ended June 30, 1998, respectively.

NOTE 5--1999 EMPLOYEE STOCK PURCHASE PLAN

Effective January 1999, in connection with the 1999 Employee Stock Purchase
Plan (the "Stock Purchase Plan"), the Company reserved 750,000 shares of its
common stock. The Stock Purchase Plan allows eligible employees of the Company
to purchase shares of common stock at a purchase price equal to eighty-five
percent of the fair market value of the Company's common stock, as defined. In
no event, however, may any participant purchase more than 1,500 shares, nor may
all participants in the aggregate purchase more than 187,500 shares, on any one
semi-annual purchase date.

NOTE 6--1999 STOCK OPTION PLAN

Effective January 1999, the Company adopted the 1999 Stock Option Plan ( the
"1999 Stock Plan"), which is intended to serve as the successor plan to the
Company's 1993 Stock Incentive Plan (the "1993 Stock Plan"). In March 1999,
outstanding stock options under the 1993 Stock Plan were incorporated into the
1999 Stock Plan, and no further options will be granted under the 1993 Stock
Plan.

NOTE 7--ACQUISITION

On June 23, 1999, the Company entered into a merger agreement to acquire
Market Guide, Inc. Under the terms of the agreement, Market Guide shareholders
will receive one share of the Company's common stock for each outstanding share
of Market Guide stock. In the event that the merger is consummated, the Company
will issue a total of approximately 5.6 million shares of its common stock. The
acquisition has been approved by both companies' Boards of Directors and is
subject to the approval by the stockholders of both companies and to certain
other conditions. The merger is expected to be accounted for as a pooling of
interest.

F-23
<PAGE>

MARKET GUIDE INC.

INDEX OF FINANCIAL STATEMENTS AND
FINANCIAL SCHEDULES OF MARKET GUIDE INC.

<TABLE>
<CAPTION>
Page
----
<S> <C>
Reports of Independent Auditors.......................................... F-25
Balance Sheets--February 28, 1999 and 1998............................... F-27
Statements of Operations--Years Ended February 28, 1999, 1998 and 1997... F-28
Statements of Cash Flows--Years Ended February 28, 1999, 1998 and 1997... F-29
Statements of Stockholders' Equity--Years Ended February 28, 1999, 1998
and 1997................................................................ F-30
Notes to Financial Statements............................................ F-31
Condensed Balance Sheet--May 31, 1999 (unaudited)........................ F-42
Condensed Statements of Income (unaudited)--Three Months Ended May 31,
1999 and 1998 (Restated)................................................ F-43
Condensed Statements of Cash Flows (unaudited)--Three Months Ended May
31, 1999 and 1998 (Restated)............................................ F-44
Notes to Condensed Financial Statements (unaudited)...................... F-45
</TABLE>

F-24
<PAGE>

Report of Independent Auditors

The Board of Directors and Stockholders
Market Guide Inc.

We have audited the balance sheet of Market Guide Inc. (the "Company") as of
February 28, 1999, and the related statements of operations, stockholders'
equity and cash flows for the year then ended. 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 audit.

We conducted our audit 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
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Market Guide Inc. at February
28, 1999, and the results of its operations and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.

Ernst & Young LLP

New York, New York
April 23, 1999

F-25
<PAGE>

Report of Independent Auditors

The Board of Directors and Stockholders
Market Guide Inc.

We have audited the balance sheet of Market Guide Inc. (the "Company") as of
February 28, 1998, and the related statements of operations, accumulated
deficit, cash flows, and stockholders' equity for the years ended February 28,
1998 and 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 audit.

We conducted our audit 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 our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Market Guide Inc. at February
28, 1998, and the results of its operations and its cash flows for the years
ended February 28, 1998 and 1997, in conformity with generally accepted
accounting principles.

As discussed in Notes C and J, respectively, a change in accounting for
operating leases resulted in an understatement of previously reported expenses
and disposal of a division has been reclassified as a discontinued operation.
Accordingly, the financial statements for the years ended February 28, 1998 and
1997 have been restated to reflect these changes.

Zerbo, McKiernan & Zambito, L.L.C.

Fairfield, New Jersey
May 18, 1998 except for Notes C and J
as to which the date is April 27, 1999

F-26
<PAGE>

MARKET GUIDE INC.

Balance Sheets

<TABLE>
<CAPTION>
February February
28, 28,
1999 1998
---------- ----------
(restated)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents............................. $1,838,408 $ 809,618
Accounts receivable, net of allowance for doubtful
accounts of $34,000 in 1999 and $24,000 in 1998...... 1,220,869 827,409
Prepaid expenses and other current assets............. 272,038 261,107
Deferred income taxes................................. 191,008 11,116
---------- ----------
Total current assets.................................... 3,522,323 1,909,250
Property and equipment, at cost:
Furniture and equipment............................... 1,687,987 1,387,872
Equipment held under capital leases................... 942,950 942,950
Leasehold improvements................................ 92,930 80,990
---------- ----------
2,723,867 2,411,812
Less: accumulated depreciation and amortization
(including amortization of $545,985 in 1999 and
$367,610 in 1998 on capital leases).................. 1,097,653 1,076,395
---------- ----------
Net property and equipment.............................. 1,626,214 1,335,417
Notes receivable, net of deferred gain of $890,000 in
1999................................................... -- --
Computer software and database expansion, net of
accumulated amortization of $1,916,881 in 1999 and
$1,530,415 in 1998..................................... 2,798,345 2,263,868
Deposits and other assets............................... 66,057 78,084
Net assets of discontinued operations................... -- 485,874
---------- ----------
Total assets............................................ $8,012,939 $6,072,493
========== ==========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses................. $ 248,620 $ 218,618
Current portion of long-term debt..................... 157,250 78,625
Current portion of capital lease obligations.......... 201,625 195,406
Unearned revenues..................................... 693,073 555,670
---------- ----------
Total current liabilities............................... 1,300,568 1,048,319
Deferred rent........................................... 419,306 430,492
Long-term debt.......................................... 235,875 393,125
Capital lease obligations............................... 167,232 368,856
---------- ----------
Total liabilities....................................... 2,122,981 2,240,792
Stockholders' equity:
Common stock--$.001 par value; 20,000,000 shares
authorized, 4,792,213 and 4,723,594 shares issued and
outstanding at 1999 and 1998, respectively........... 4,792 4,723
Additional paid-in capital............................ 5,715,891 5,167,372
Retained earnings (accumulated deficit)............... 169,275 (1,340,394)
---------- ----------
Total stockholders' equity.............................. 5,889,958 3,831,701
---------- ----------
Total liabilities and stockholders' equity.............. $8,012,939 $6,072,493
========== ==========
</TABLE>

See accompanying notes.

F-27
<PAGE>

MARKET GUIDE INC.

Statements of Operations

<TABLE>
<CAPTION>
Years Ended
----------------------------------
February February February
28, 1999 28, 1998 28, 1997
---------- ---------- ----------
(restated) (restated)
<S> <C> <C> <C>
Revenues:
Database vendors......................... $6,886,761 $5,452,484 $4,207,654
Market Guide products.................... 1,906,201 1,099,257 506,911
Print products........................... 46,559 50,992 61,853
---------- ---------- ----------
Total revenues......................... 8,839,521 6,602,733 4,776,418
Expenses:
Costs of revenues........................ 3,061,807 2,294,189 1,849,674
Selling, general and administrative...... 2,723,357 2,347,846 1,975,801
Advertising and promotion................ 151,005 160,304 105,173
Depreciation............................. 459,253 337,578 222,842
Amortization............................. 386,466 357,860 288,072
---------- ---------- ----------
Total expenses......................... 6,781,888 5,497,777 4,441,562
---------- ---------- ----------
Income from operations.................... 2,057,633 1,104,956 334,856
Interest income........................... 32,161 21,173 31,128
Interest expense.......................... (90,002) (85,877) (75,592)
---------- ---------- ----------
Income from continuing operations before
income taxes............................. 1,999,792 1,040,252 290,392
Income tax expense (benefit).............. 275,846 7,274 (2,351)
---------- ---------- ----------
Income from continuing operations......... 1,723,946 1,032,978 292,743
Discontinued operations:
Loss from discontinued operations, net
of taxes................................ (439,849) (1,087,021) (114,971)
Gain on sale of discontinued operations,
net of taxes............................ 225,572 -- --
---------- ---------- ----------
(214,277) (1,087,021) (114,971)
---------- ---------- ----------
Net income (loss)......................... $1,509,669 $ (54,043) $ 177,772
========== ========== ==========
Net income (loss) per share--basic:
Continuing operations.................... $ 0.36 $ 0.22 $ 0.07
Discontinued operations.................. (0.04) (0.23) (0.03)
---------- ---------- ----------
Net income (loss)......................... $ 0.32 $ (0.01) $ 0.04
========== ========== ==========
Net income (loss) per share--diluted:
Continuing operations.................... $ 0.35 $ 0.22 $ 0.07
Discontinued operations.................. (0.04) (0.23) (0.03)
---------- ---------- ----------
Net income (loss)........................ $ 0.31 $ (0.01) $ 0.04
========== ========== ==========
Shares used in the calculation of net
income (loss) per share:
Basic.................................... 4,762,561 4,712,503 4,250,124
========== ========== ==========
Diluted.................................. 4,914,647 4,755,905 4,408,378
========== ========== ==========
</TABLE>

F-28
<PAGE>

MARKET GUIDE INC.

Statements of Cash Flows
<TABLE>
<CAPTION>
Years Ended
-------------------------------------
February
February 28, 28, February 28,
1999 1998 1997
------------ ---------- ------------
(restated) (restated)
<S> <C> <C> <C>
Cash Flows From Operating Activities From
Continuing Operations:
Income from continuing operations........ $1,723,946 $1,032,978 $ 292,743
---------- ---------- ----------
Adjustments to reconcile income from
continuing operations to net cash
provided by operating activities:
Depreciation and amortization........... 845,719 695,438 510,914
Provision for bad debts................. 10,000 -- 5,000
Issuance of common stock................ 45,330 10,325 20,481
Deferred rent........................... (11,186) 60,680 80,557
Deferred income taxes.................... (179,892) -- --
Changes in operating assets and
liabilities:
Accounts receivable..................... (403,460) (269,994) 198,765
Prepaid expenses and other current
assets................................. 68,327 148,645 781
Accounts payable and accrued expenses... 30,002 39,125 (222,053)
Unearned revenues....................... 137,403 306,991 85,308
---------- ---------- ----------
Total adjustments........................ 542,243 991,210 679,753
---------- ---------- ----------
Net cash provided by operating activities
from continuing operations.............. 2,266,189 2,024,188 972,496
---------- ---------- ----------
Cash Flows From Investing Activities:
Deposits and other assets................ 12,027 -- (14,858)
Purchases of property and equipment...... (779,937) (223,842) (235,846)
Computer software and database
expansion............................... (1,014,584) (1,318,305) (1,145,213)
Proceeds from sale of division, net of
related expenses of $473,863............ 819,324 -- --
---------- ---------- ----------
Net cash used in investing activities.... (963,170) (1,542,147) (1,395,917)
---------- ---------- ----------
Cash Flows From Financing Activities:
Repayments of long-term debt and capital
leases.................................. (274,030) (176,011) (250,392)
Proceeds from issuance of common stock in
connection with stock purchase plan..... 184,999 27,792 31,388
Proceeds from private placement of common
stock................................... -- -- 1,201,771
Proceeds from stock options exercised.... 76,125 -- 100,001
---------- ---------- ----------
Net cash (used in) provided by financing
activities.............................. (12,906) (148,219) 1,082,768
---------- ---------- ----------
Cash Flows from Discontinued Operations:
Loss from discontinued operations
including gain on sale, net of taxes.... (214,277) (1,087,021) (114,971)
Adjustments to reconcile loss from
discontinued operations to net cash used
in discontinued operations:
Gain on sale of discontinued operations,
net of taxes............................ (225,572) -- --
Depreciation and amortization............ 101,292 107,686 5,734
Decrease in net assets of discontinued
operations.............................. 77,234 224,238 --
---------- ---------- ----------
Net cash used in discontinued
operations.............................. (261,323) (755,097) (109,237)
---------- ---------- ----------
Net increase (decrease) in cash and cash
equivalents............................. 1,028,790 (421,275) 550,110
Cash and cash equivalents at beginning of
year.................................... 809,618 1,230,893 680,783
---------- ---------- ----------
Cash and cash equivalents at end of
year.................................... $1,838,408 $ 809,618 $1,230,893
========== ========== ==========
Supplemental disclosure of cash flow
information:
Cash paid during the year for:
Interest................................ $ 90,001 $ 85,877 $ 137,578
========== ========== ==========
Income taxes............................ $ 12,833 $ 6,000 $ 4,200
========== ========== ==========
Non-cash financing activities:
Acquisition of property and equipment
through capital leases.................. $ -- $ 471,750 $ 532,110
========== ========== ==========
</TABLE>

See accompanying notes.

F-29
<PAGE>

MARKET GUIDE INC.

Statements of Stockholders' Equity

Years Ended February 28, 1999, 1998 and 1997

<TABLE>
<CAPTION>
Retained
Common Stock Additional Earnings Total
---------------- Paid-in (Accumulated Stockholders'
Shares Amount Capital Deficit) Equity
--------- ------ ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at February 29,
1996, as previously
reported................ 4,188,245 4,188 3,618,910 (1,174,868) 2,448,230
Additional rent expense
on operating leases..... -- -- -- (289,255) (289,255)
--------- ------ ---------- ----------- ----------
Balance at February 29,
1996, as restated....... 4,188,245 4,188 3,618,910 (1,464,123) 2,158,975
Issuance of common stock
in a private placement
for cash................ 343,363 344 1,201,428 -- 1,201,772
Stock options exercised.. 158,334 158 99,843 -- 100,001
Issuance of common stock
for
directors' compensation.. 8,000 8 20,473 -- 20,481
Issuance of common stock
pursuant
to employees' stock
purchase plan........... 10,244 10 31,378 -- 31,388
Tax benefit from stock
option exercises........ -- -- 157,238 -- 157,238
Net income............... -- -- -- 177,772 177,772
--------- ------ ---------- ----------- ----------
Balance at February 28,
1997.................... 4,708,186 4,708 5,129,270 (1,286,351) 3,847,627
Issuance of common stock
pursuant to employees'
stock purchase plan..... 15,408 15 38,102 -- 38,117
Net income (loss)........ -- -- -- (54,043) (54,043)
--------- ------ ---------- ----------- ----------
Balance at February 28,
1998.................... 4,723,594 4,723 5,167,372 (1,340,394) 3,831,701
Stock options exercised.. 25,375 25 76,100 -- 76,125
Issuance of common stock
Pursuant to employees'
stock Purchase plan..... 43,244 44 230,285 -- 230,329
Tax benefit from stock
option exercises -- -- 242,134 -- 242,134
Net income............... -- -- -- 1,509,669 1,509,669
--------- ------ ---------- ----------- ----------
Balance at February 28,
1999.................... 4,792,213 $4,792 $5,715,891 $ 169,275 $5,889,958
========= ====== ========== =========== ==========
</TABLE>

See accompanying notes.

F-30
<PAGE>

MARKET GUIDE INC.

NOTES TO FINANCIAL STATEMENTS

February 28, 1999

NOTE A--ORGANIZATION AND BUSINESS

Market Guide Inc. ("Market Guide") is currently engaged in acquiring,
condensing, publishing and distributing historical and current financial
information and related software to the individual, financial services,
corporate and institutional investor marketplaces.

After the sale of the division accounted for as a discontinued operation (see
Note J), Market Guide operates in one business segment. Market Guide sells its
information through three channels; online information vendors (using the
Internet), Market Guide software and a print publication. The majority of
Market Guide's revenue is derived from approximately 100 third party vendors
who distribute and sell Market Guide database products. Sales are made through
both third party vendors and direct sales to end users.

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.

2. Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity of
three months or less when purchased.

3. Revenue Recognition

Revenues from products sold to database vendors are recognized in the period
in which the product is provided based on the actual usage of the customer or
contractual amounts. In certain circumstances, estimates are used in
determining actual usage for purposes of recording revenue on a monthly basis.
Estimates are subsequently reconciled to actual usage and adjustments are
recorded.

Market Guide for Windows products and print products are generally sold on a
subscription basis and revenues are recognized over the term of the related
contract as products are provided.

4. Depreciation and Amortization

Depreciation on furniture and equipment is calculated using the straight-line
method over the estimated useful lives of the assets ranging from three to
seven years. Equipment held under capital leases is amortized using the
straight-line method over the useful lives of the assets ranging from three to
five years. Leasehold improvements are amortized using the straight-line method
over the shorter of the lease term or estimated useful life of the asset.

5. Computer Software and Database Expansion

Management has elected, pursuant to Statement of Financial Accounting
Standards No. 86, "Accounting for Costs of Computer Software to be Sold, Leased
or Otherwise Marketed", to capitalize certain computer software costs incurred
for new product development and database expansion. These costs are reported at
the lower of unamortized cost or net realizable value. All research and
development, database maintenance and customer support costs are expensed as
incurred.

F-31
<PAGE>

MARKET GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The straight-line method of amortization is used over the estimated economic
life of the asset, generally three to five years. For the years ended February
28, 1999 and February 28, 1998, Market Guide capitalized computer software and
database expansion costs of approximately $1,015,000 and $1,122,000,
respectively.

6. Long-Lived Assets

When impairment indicators are present, Market Guide reviews the carrying
value of its long-lived assets in determining the ultimate recoverability of
their unamortized values using future undiscounted cash flow analysis expected
to be generated by the assets. If such assets are considered impaired, the
impairment recognized is measured by the amount by which the carrying amount of
the assets exceed the future discounted cash flows. Assets to be disposed of
are reported at the lower of the carrying amount or fair value, less costs to
sell.

7. Stock-Based Compensation

Market Guide accounts for its stock-based employee compensation agreements in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and complies with the disclosure
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock Based Compensation" ("SFAS 123").

8. Income Taxes

Market Guide accounts for income taxes on the liability method. Accordingly,
deferred tax assets and liabilities are recognized for future tax consequences
attributable to differences between the carrying amount of assets and
liabilities for financial reporting and income tax purposes, as determined
under enacted tax laws and rates that will be in effect when the differences
are expected to reverse.

9. Comprehensive Income

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income,"
("SFAS 130") which is effective for fiscal years beginning after December 15,
1997. SFAS 130 establishes standards for reporting and display of comprehensive
income. The adoption of SFAS 130 as of March 1, 1998 did not have an effect on
Market Guide's financial statements.

10. Reclassifications

Certain amounts in Market Guide's financial statements for the years ended
February 28, 1998 and 1997 have been reclassified to conform to the current
year's presentation.

F-32
<PAGE>

MARKET GUIDE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE C--RESTATEMENT OF FINANCIAL STATEMENTS

Market Guide has restated its financial statements for the years ended
February 28, 1998 and 1997 relating to a change in accounting for its operating
leases. The restatement impacted income from continuing operations, net income
(loss) and income (loss) per share for the years ended February 28, 1998 and
1997 as follows:

<TABLE>
<CAPTION>
Year ended February
28,
--------------------
1998 1997
---------- --------
<S> <C> <C>
Income from continuing operations:
As reported..................................... $1,093,658 $373,300
Adjustment...................................... (60,680) (80,557)
---------- --------
As restated..................................... $1,032,978 $292,743
========== ========
Basic and diluted income per share--continuing
operations:
As reported..................................... $ 0.23 $ 0.09
Adjustment...................................... (0.01) (0.02)
---------- --------
As restated..................................... $ 0.22 $ 0.07
========== ========
Net income (loss):
As previously reported.......................... $ 6,637 $258,329
Adjustment...................................... (60,680) (80,557)
---------- --------
As restated..................................... $ (54,043) $177,772
========== ========
Basic and diluted net income (loss) per share:
As previously reported.......................... $ 0.00 $ 0.06
Adjustment...................................... (0.01) (0.02)
---------- --------
As restated..................................... $ (0.01) $ 0.04
========== ========
</TABLE>

The accumulated deficit was adjusted from ($1,174,868) to ($1,464,123) at
February 28, 1996; from ($916,539) to ($1,286,351) at February 28, 1997; and
from ($909,902) to ($1,340,394) at February 28, 1998, as a result of the above-
described restatement. Additionally, amounts previously reported for the
CreditRisk Monitor ("CRM") division have been restated to give effect to the
recording of discontinued operations (see Note J).

NOTE D--LONG-TERM DEBT AND LEASING ARRANGEMENTS

On September 1, 1998, Market Guide and a bank entered into a three-year term
loan that replaced amounts previously outstanding under an equipment financing
line of credit. At February 28, 1999, approximately $393,000 was outstanding
under the term loan and is payable in equal monthly installments through August
2001. Interest is provided at the prime rate, as defined, plus 1/4% per annum
(8.0% at February 28, 1999) and is payable monthly. Market Guide also has
available a $400,000 line of credit with the same bank with no borrowings
outstanding at February 28, 1999. The term loan and line of credit are secured
by all the assets of Market Guide and the loan agreements contain restrictive
financial covenants regarding the maintenance of net income and minimum levels
of tangible net worth, both as defined.

Market Guide is obligated under various capital leases for computer and
office equipment that expire at dates through 2002 with interest rates ranging
from 9% to 15%.

F-33
<PAGE>

MARKET GUIDE, INC.

NOTES TO FINANCIAL STATEMENTS--(continued)

NOTE D--LONG-TERM DEBT AND LEASING ARRANGEMENTS (continued)

Market Guide rents its two Lake Success, New York office facilities under
operating leases which expire in 2005. For the years ended February 28, 1999,
1998 and 1997, rent expense was approximately $432,000, $432,000, and $341,000,
respectively. The operating leases contain rent escalations and renewal
options. Additionally, Market Guide can exercise a buyout option for one of the
leases in October 2001 for approximately $165,000.

The future minimum payments for all leases and principal repayment of long-
term debt for years ending February 28 (29) are summarized as follows:

<TABLE>
<CAPTION>
Capital Lease Operating Long-Term
Obligations Leases Debt
------------- ---------- ---------
<S> <C> <C> <C>
February 28 (29):
2000.................................. $230,000 $ 457,000 $157,000
2001.................................. 150,000 471,000 157,000
2002.................................. 27,000 486,000 79,000
2003.................................. -- 502,000 --
2004.................................. -- 518,000 --
Thereafter............................ -- 739,000 --
-------- ---------- --------
Total payments........................ 407,000 $3,173,000 $393,000
========== ========
Less amounts representing interest.... 38,000
--------
369,000
Less current portion of obligations
under capital leases................. 202,000
--------
Long-term obligations under capital
leases............................... $167,000
========
</TABLE>

F-34
<PAGE>

MARKET GUIDE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE E--INCOME TAXES

The following is a reconciliation of income before income taxes:

<TABLE>
<CAPTION>
Year ended February 28,
--------------------------------
1999 1998 1997
---------- ---------- --------
<S> <C> <C> <C>
Income from continuing operations...... $1,999,792 $1,040,252 $290,392
Loss from discontinued operations...... (757,447) (1,087,022) (114,971)
Gain on sale of discontinued
operations............................ 388,448 -- --
---------- ---------- --------
$1,630,793 $ (46,770) $175,421
========== ========== ========

The components of the provision (benefit) for income taxes are as follows:

<CAPTION>
Year ended February 28,
--------------------------------
1999 1998 1997
---------- ---------- --------
<S> <C> <C> <C>
Current
Federal.............................. $ 470,000 $ -- $ --
State................................ 149,000 7,000 (5,000)
Deferred
Federal.............................. (462,000) -- 2,000
State................................ (36,000) -- 1,000
---------- ---------- --------
$ 121,000 $ 7,000 $ (2,000)
========== ========== ========

The reconciliation of income taxes computed at the US federal statutory rate
to income tax expense is as follows:

<CAPTION>
Year ended February 28,
--------------------------------
1999 1998 1997
---------- ---------- --------
<S> <C> <C> <C>
Tax expense computed at the federal
statutory rate........................ $ 554,000 $ (16,000) $ 60,000
State taxes, net of federal benefit.... 75,000 5,000 (3,000)
Net operating losses for which no
benefit was provided.................. -- 16,000 --
Reduction in valuation allowance....... (552,000) -- (60,000)
Other.................................. 44,000 2,000 1,000
---------- ---------- --------
$ 121,000 $ 7,000 $ (2,000)
========== ========== ========
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and amounts used for income tax purposes.

F-35
<PAGE>

MARKET GUIDE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE E--INCOME TAXES (continued)

Significant components of deferred income tax assets as of February 28 are as
follows:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Net operating loss.................................... $ -- $369,000
Accounts receivable................................... 14,000 10,000
Deferred rent......................................... 176,000 180,000
Tax credits........................................... 11,000 14,000
-------- --------
Total deferred tax assets............................. 201,000 573,000
Valuation allowance................................... (10,000) (562,000)
-------- --------
Net deferred tax assets............................... $191,000 $ 11,000
======== ========
</TABLE>

The valuation allowance at February 28, 1997 and February 29, 1996 was
approximately $750,000 and $1,100,000, respectively.

NOTE F--STOCKHOLDERS' EQUITY

1. Common Stock

On January 27, 1997 Market Guide raised approximately $1,202,000 through the
sale of 343,363 shares of restricted common stock at a price of $3.50 per share
in a private placement to a limited number of institutional and individual
investors.

During the year ended February 28, 1997, Market Guide granted 8,000 shares of
its common stock to its outside directors as compensation for services and
recorded approximately $20,000 of compensation expense using the fair value of
the common stock on the date of grant.

Market Guide maintains a stock bonus program for employees based upon merit
and years of service. In the years ended February 28, 1999 and 1998, Market
Guide issued 10,000 and 3,750 shares of its common stock and recorded noncash
compensation expense, equal to the fair market value of the common stock on the
date of grant, of approximately $45,000 and $10,000, respectively.

Market Guide maintains an Employee Stock Purchase Plan (the "Plan") which is
intended to qualify under Section 423 of the Internal Revenue Code. All
employees, except for Market Guide's President and Legal Counsel, with more
than three months of full time employment prior to the start of each offer
period are eligible. Under the terms of the Plan, 125,000 shares are available
for purchase. The purchase price will be the lesser of an amount equal to 85%
of the fair market value of the common stock calculated at the lower of the
average of the common stock's closing price for a fiscal quarter or the average
of the stock's closing price for the last five trading days of a fiscal
quarter. During the years ended February 28, 1999, 1998 and 1997, 33,244,
11,658, and 10,244 shares of common stock, respectively, have been purchased
under the Plan for approximately $185,000, $28,000 and $31,000.

F-36
<PAGE>

MARKET GUIDE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE F--STOCKHOLDERS' EQUITY (continued)

2. Common Stock Options

Market Guide maintains an Incentive Stock Option Plan (the "Option Plan") for
its officers and key employees. Pursuant to the Option Plan, Market Guide may
award up to 750,000 shares of common stock in the form of incentive options and
the option exercise price cannot be less than the fair market value of the
underlying common stock on the date of grant.

Market Guide also maintains an Independent Directors' Stock Incentive Plan
(the "Directors Plan") for its non-employee directors. Pursuant to the
Directors Plan, Market Guide may award up to 100,000 shares of common stock in
the form of non-qualified options and the option exercise price cannot be less
than the fair market value of the underlying common stock on the date of grant.

Additionally, Market Guide granted options to two officers for the purchase
of 25,000 shares of common stock in March 1995 (prior to the establishment of
the Option Plan).

Option activity is summarized as follows:

<TABLE>
<CAPTION>
Shares Weighted-Average
Under Option Exercise Price
------------ ----------------
<S> <C> <C>
Outstanding at February 29, 1996............ 183,334 $0.91
Grants.................................... -- --
Exercises................................. (158,334) 0.63
Forfeitures............................... -- --
-------- -----
Outstanding at February 28, 1997............ 25,000 2.68
Grants.................................... 204,600 2.93
Exercises................................. -- --
Forfeitures............................... -- --
-------- -----
Outstanding at February 28, 1998............ 229,600 2.93
Grants.................................... 275,000 4.76
Exercises................................. (25,375) 3.00
Forfeitures............................... (50,700) 3.00
-------- -----
Outstanding at February 28, 1999............ 428,525 $4.22
======== =====
Available for grant at February 28, 1999.... 421,100
========
</TABLE>

Information regarding stock options outstanding at February 28, 1999 is as
follows:

<TABLE>
<CAPTION>
Weighted-
Average
Remaining
Options Contractual Options
Exercise Price Outstanding Life Exercisable
-------------- ----------- ----------- -----------
<S> <C> <C> <C>
$2.50--$3.00........................... 178,525 6.8 years 89,350
$4.75--$5.57........................... 250,000 8.6 years 20,000
------- --------- -------
428,525 7.9 years 109,350
======= ========= =======
</TABLE>

The weighted average fair value of options granted during the years ended
February 28, 1999 and 1998 was $3.74 and $1.24, respectively.

F-37
<PAGE>

MARKET GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE F--STOCKHOLDERS' EQUITY (continued)

Pro forma information regarding net income (loss) and income (loss) per share
is required by SFAS 123, which also requires that the information be determined
as if Market Guide had accounted for its stock options under the fair value
method of that statement. The fair value for these options was estimated using
the Black-Scholes option pricing model with the following assumptions:
<TABLE>
<CAPTION>
Years ended
February 28,
---------------
Assumption 1999 1998
---------- ------- -------
<S> <C> <C>
Risk-free interest rate.................................. 4.6% 5.5%
Dividend yield........................................... none none
Volatility factor of the expected market price of Market
Guide's common stock.................................... 100% 54%
Weighted-average expected life of the option............. 4 years 4 years
</TABLE>

The Black-Sholes 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 Market Guide'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 employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the
options under SFAS 123 is amortized to expense over the options' vesting
period. For the years ended February 28, 1999 and 1998 pro forma information is
as follows:

<TABLE>
<CAPTION>
Year ended February
28,
--------------------
1999 1998
---------- ---------
<S> <C> <C>
Income from continuing operations................... $1,492,982 $ 985,890
========== =========
Income from continuing operations per share:
Basic............................................... $ 0.31 $ 0.21
========== =========
Diluted............................................. $ 0.35 0.21
========== =========
Net income (loss)................................... $1,278,705 $(101,131)
========== =========
Net income (loss) per share:
Basic............................................... $ 0.27 $ (0.02)
========== =========
Diluted............................................. $ 0.26 $ (0.02)
========== =========
</TABLE>

Since no options were granted during the year ended February 28, 1997, pro
forma presentation of income from continuing operations and net income are not
presented.

F-38
<PAGE>

MARKET GUIDE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE G--INCOME (LOSS) PER SHARE

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

<TABLE>
<CAPTION>
Year ended February 28,
-----------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Denominator for basic earnings per share-
weighted-average shares......................... 4,762,561 4,712,503 4,250,124
Effect of dilutive stock options................. 152,086 43,402 158,254
--------- --------- ---------
Denominator for diluted earnings per share-
adjusted weighted-average shares and assumed
conversions..................................... 4,914,647 4,755,905 4,408,378
========= ========= =========
</TABLE>

The numerator for basic and diluted income (loss) per share for the years
ended February 28, 1999, 1998 and 1997 is the income from continuing operations
and net income (loss) for all such years.

NOTE H--RETIREMENT PLAN

Market Guide provides a retirement plan for all of its employees pursuant to
Section 401(k) of the Internal Revenue Code. Subject to the terms and
conditions of the plan, each employee may contribute a maximum of 15% of their
compensation subject to IRS limitations. Market Guide has the option of making
a matching contribution to the plan in any year. Matching contributions vest
over a five-year period at 20% per year. Market Guide provided matching
contributions of approximately $35,000, $54,000 and $13,000 during the years
ended February 28, 1999, 1998 and 1997, respectively.

NOTE I--MAJOR CUSTOMERS AND CONCENTRATIONS

For the year ended February 28, 1999, Market Guide had three major customers
accounting for revenues of 14.9%, 14.2% and 13.4%, respectively. For the year
ended February 28, 1998, Market Guide had three major customers accounting for
revenues of 16.5%, 12.9% and 12.2%, respectively. For the year ended February
28, 1997, Market Guide had two major customers accounting for revenues of 14.2%
and 14.1%, respectively.

Company policy is to review a customer's financial condition prior to
extending credit and, generally, collateral is not required. Credit losses are
provided for in the financial statements and have been within management's
expectations.

NOTE J--DISCONTINUED OPERATIONS

On January 15, 1999, Market Guide completed the sale of its CRM division for
approximately $2,300,000, which consisted of approximately $1,200,000 paid in
cash and notes receivable of approximately $1,100,000. Market Guide recorded a
gain on the sale of approximately $226,000, net of taxes of $163,000, relating
to the cash portion of the proceeds received in excess of the net assets of the
division. Market Guide has deferred the gain relating to the notes receivable
portion of the sales price until such time as its payment is more fully
assured. The notes receivable are summarized as follows:

. $1,000,000 secured promissory note, bearing interest at 6.0% beginning
on July 1, 2001, payable in 24 equal monthly installments of principal
and interest in the amount of $44,320 commencing July 31, 2001 through
June 30, 2003. The present value of such promissory note was
approximately $792,000 at its origination.

F-39
<PAGE>

MARKET GUIDE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE J--DISCONTINUED OPERATIONS (continued)

. $98,162 secured expense promissory note, accruing interest beginning on
February 1, 1999, payable in 24 equal monthly installments of principal
and interest in the amount of $5,286 commencing February 28, 2001
through January 31, 2003.

Results of operations for the CRM division have been classified as
discontinued operations and prior periods have been restated. For business
segment reporting purposes, data for the CRM division was previously reported
as the segment "CreditRisk Monitor".

Revenues and income from discontinued operations are as follows:

<TABLE>
<CAPTION>
Years ended February 28,
---------------------------------
1999 1998 1997
--------- ----------- ---------
<S> <C> <C> <C>
Revenues.............................. $ 667,440 $ 297,244 $ --
=========
Operating loss........................ $(757,447) $(1,087,021) $(114,971)
Income tax benefit.................... 317,598 -- --
--------- ----------- ---------
Loss from discontinued operations..... $(439,849) $(1,087,021) $(114,971)
========= =========== =========
Gain on sale.......................... $ 388,448
Income tax expense.................... (162,876)
---------
Gain on sale, net..................... $ 225,572
=========
Net assets of discontinued operations
at
February 28, 1998:
Current assets........................ $ 220,040
Property and equipment, net........... 193,853
Other assets.......................... 516,260
Current liabilities................... (444,279)
---------
$ 485,874
=========
</TABLE>

F-40
<PAGE>

MARKET GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

NOTE K - SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

Selected quarterly financial data for continuing operations for the years
ended February 28, 1999 and 1998 are presented in the following table (in
thousands): (Note: Amounts presented below have been restated to present them
the effects of (i) the CRM division as a discontinued operation, and/or (ii) a
change in accounting for certain operating leases (see Notes C and J)).

<TABLE>
<CAPTION>
Three months ended
----------------------------------------------------------------
May 31, 1998 August 31, 1998 November 30, 1998 February 28, 1999
------------ --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Total revenues.......... $2,061 $2,079 $2,219 $2,481
Income from operations.. 513 443 464 638
Income before taxes and
discontinued
operations............. 493 426 450 631
Income from continuing
operations............. 489 419 443 373
Basic earnings per share
from continuing
operations............. $ 0.10 $ 0.09 $ 0.09 $ 0.08
Basic weighted average
number of shares
outstanding............ 4,735 4,758 4,769 4,788
Diluted earnings per
share.................. $ 0.10 $ 0.09 $ 0.09 $ 0.07
Diluted weighted average
number of shares
outstanding............ 4,978 4,951 4,970 5,054
<CAPTION>
May 31, 1997 August 31, 1997 November 30, 1997 February 28, 1998
------------ --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Total revenues.......... $1,435 $1,632 $1,646 $1,890
Income from operations.. 77 226 332 470
Income before taxes and
discontinued
operations............. 64 212 315 450
Income from continuing
operations............. 64 210 315 445
Basic earnings per share
from continuing
operations............. $ 0.01 $ 0.05 $ 0.07 $ 0.09
Basic weighted average
number of shares
outstanding............ 4,708 4,710 4,714 4,718
Diluted earnings per
share.................. $ 0.01 $ 0.05 $ 0.07 $ 0.09
Diluted weighted average
number of shares
outstanding............ 4,733 4,737 4,754 4,801
</TABLE>

F-41
<PAGE>

MARKET GUIDE INC.

Condensed Balance Sheet
(unaudited)

<TABLE>
<CAPTION>
May 31,
1999
----------
<S> <C>
Assets
Current assets:
Cash and cash equivalents......................................... $2,183,807
Accounts receivable, net of allowance for doubtful accounts of
$34,000.......................................................... 1,515,441
Prepaid expenses and other current assets......................... 203,853
Deferred income taxes............................................. 191,008
----------
Total current assets................................................ 4,094,109
Property and equipment, at cost:
Furniture and equipment........................................... 1,546,507
Equipment held under capital leases............................... 1,222,844
Leasehold improvements............................................ 102,920
----------
2,872,271
Less: accumulated depreciation and amortization, including
amortization of $642,996........................................... 1,240,417
----------
Net property and equipment.......................................... 1,631,854
Notes receivable, net of deferred gain of $919,000.................. --
Computer software and database expansion, net of accumulated
amortization of $2,033,009......................................... 2,936,705
Deposits and other assets........................................... 66,057
----------
Total assets........................................................ $8,728,725
==========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses............................. $ 417,209
Current portion of long-term debt................................. 157,250
Current portion of capital lease obligations...................... 257,187
Unearned revenues................................................. 686,330
----------
Total current liabilities........................................... 1,517,976
Deferred rent....................................................... 415,195
Long-term debt...................................................... 196,563
Capital lease obligations........................................... 315,785
----------
Total liabilities................................................... 2,445,519
Stockholders' equity:
Common stock--$.001 par value; 20,000,000 shares authorized,
4,801,380 shares issued and outstanding.......................... 4,801
Additional paid-in capital........................................ 5,770,847
Retained earnings................................................. 507,558
----------
Total stockholders' equity.......................................... 6,283,206
----------
Total liabilities and stockholders' equity.......................... $8,728,725
==========
</TABLE>

See accompanying notes.

F-42
<PAGE>

MARKET GUIDE INC.

Condensed Statements of Income
(unaudited)

<TABLE>
<CAPTION>
For the 3 Months
Ended
----------------------
May 31, May 31,
1999 1998
---------- ----------
(restated)
<S> <C> <C>
Revenues:
Database vendors.................................... $2,027,973 $1,569,091
Market Guide products............................... 685,962 480,945
Print products...................................... 11,722 10,894
---------- ----------
Total revenues.................................... 2,725,657 2,060,930
Expenses:
Costs of revenues................................... 1,050,356 675,515
Selling, general and administrative................. 784,125 631,623
Advertising and promotion........................... 66,814 48,271
Depreciation........................................ 142,764 100,750
Amortization........................................ 116,128 92,011
---------- ----------
Total expenses.................................... 2,160,187 1,548,170
---------- ----------
Income from operations................................ 565,470 512,760
Interest income....................................... 21,227 4,864
Interest expense...................................... (22,894) (25,206)
---------- ----------
Income from continuing operations before income
taxes................................................ 563,803 492,418
Income tax expense.................................... 225,521 4,719
Income from continuing operations..................... 338,282 487,699
Discontinued operations:
Loss from discontinued operations, net of taxes..... -- (268,530)
---------- ----------
Net income............................................ $ 338,282 $ 219,169
========== ==========
Net income (loss) per share--basic:
Continuing operations............................... $ 0.07 $ 0.10
Discontinued operations............................. -- (0.06)
---------- ----------
Net income.......................................... $ 0.07 $ 0.04
========== ==========
Net income (loss) per share--diluted:
Continuing operations............................... $ 0.07 $ 0.10
Discontinued operations............................. -- (0.06)
---------- ----------
Net income.......................................... $ 0.07 $ 0.04
========== ==========
Shares used in the calculation of net income (loss)
per share:
Basic............................................... 4,795,716 4,735,144
========== ==========
Diluted............................................. 5,148,730 4,977,787
========== ==========
</TABLE>

See accompanying notes.

F-43
<PAGE>

MARKET GUIDE INC.

CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

<TABLE>
<CAPTION>
For the 3 Months Ended
--------------------------
May 31, May 31,
1999 1998
------------ ------------
(restated)
<S> <C> <C>
Cash Flows From Operating Activities From
Operations:
Income from continuing operations.................. $ 338,282 $ 487,699
------------ ----------
Adjustments to reconcile income from continuing
operations to net cash provided by operating
activities:
Depreciation and amortization.................... 258,892 192,761
Provision for bad debts.......................... -- 10,000
Issuance of common stock......................... -- 10,596
Deferred rent.................................... (4,111) (652)
Changes in operating assets and liabilities:
Accounts receivable.............................. (294,572) (117,498)
Prepaid expenses and other current assets........ 68,185 (2,266)
Accounts payable and accrued expenses............ 168,589 51,333
Unearned revenues................................ (6,743) (6,299)
------------ ----------
Total adjustments................................. 190,240 137,975
------------ ----------
Net cash provided by operating activities from
continuing operations............................. 528,522 625,674
------------ ----------
Cash Flows From Investing Activities:
Purchases of property and equipment................ (148,404) (186,068)
Computer software and database expansion........... (254,488) (190,965)
------------ ----------
Net cash used in investing activities.............. (402,892) (377,033)
------------ ----------
Cash Flows From Financing Activities:
Repayments of long-term debt and capital leases.... (115,090) (49,825)
Proceeds from capital leases....................... 279,894 --
Proceeds from issuance of common stock in
connection with stock purchase plan............... 35,165 47,233
Proceeds from stock options exercised.............. 19,800 75,000
------------ ----------
Net cash provided by financing activities.......... 219,769 72,408
------------ ----------
Cash Flows From Discontinued Operations:
Loss from discontinued operations including gain on
sale, net of taxes................................ -- (268,530)
Adjustments to reconcile loss from discontinued
operations to net cash used in discontinued
operations:
Depreciation and amortization.................... -- 32,004
Decrease in net assets of discontinued
operations...................................... -- 70,847
------------ ----------
Net cash used in discontinued operations........... -- (165,679)
------------ ----------
Net increase in cash and cash equivalents.......... 345,399 155,370
Cash and cash equivalents at beginning of period... 1,838,408 809,618
------------ ----------
Cash and cash equivalents at end of period......... $ 2,183,807 $ 964,988
============ ==========
</TABLE>

See accompanying notes.

F-44
<PAGE>

MARKET GUIDE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)

1. In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments (consisting only of normal recurring
accruals and adjustments) necessary to present fairly the financial position
of Market Guide as of May 31, 1999 the results of its operations for the
three months ended May 31, 1999 and 1998 and changes in its cash flows for
the three months ended May 31, 1999 and 1998. All information for the period
ended May 31, 1998 has been restated to reflect the sale of the CreditRisk
Monitor division to New Generation Foods Inc. (name changed to
CreditRiskMonitor.com Inc.). The accompanying unaudited condensed financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. Operating results
for the three months ended May 31, 1999 are not necessarily indicative of
operating results that may be expected for the year ending February 28,
2000.

For further information, refer to the financial statements and footnotes
for the year ended February 28, 1999.

2. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings
per share for the three months end May 31, 1999 and 1998.

<TABLE>
<CAPTION>
May 31, May 31,
1999 1998
--------- ----------
(restated)
<S> <C> <C>
Numerator:
Income from continuing operations...................... $ 338,282 $ 487,699
--------- ---------
Denominator:
Denominator for basic earnings per share--weighted-
average shares........................................ 4,795,716 4,735,144
Effect of dilutive securities:
Stock options.......................................... 353,014 242,643
--------- ---------
Denominator for diluted earnings per share--adjusted
weighted-average shares and assumed conversions......... 5,148,730 4,977,787
--------- ---------
Basic earnings per share................................. 0.07 0.10
========= =========
Diluted earnings per share............................... 0.07 0.10
========= =========
</TABLE>

3. Merger with Multex.com

On June 23, 1999, Market Guide Inc., a New York corporation ("Market Guide"),
Multex.com, Inc., a Delaware corporation ("Multex"), and Merengue Acquisition
Corp., a New York corporation and a wholly owned subsidiary of Multex
("Merengue"), executed an Agreement and Plan of Merger and Reorganization,
dated as of June 23, 1999 (the "Merger Agreement"), pursuant to which Merengue
will merge with and into Market Guide and Market Guide will continue as a
wholly owned subsidiary of Multex (the "Merger"). Under the terms of the Merger
Agreement, each outstanding share of the Market Guide's common stock will be
exchanged for one share of Multex common stock. The transaction will be
accounted for as a pooling of interests and will qualify as a tax-free
reorganization. The Merger is expected to close in the fall of 1999 subject to
various conditions, including the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and approval by the stockholders of both Market Guide and Multex.

F-45
<PAGE>

APPENDIX I

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

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

among

MULTEX.COM, INC.

MERENGUE ACQUISITION CORP.

and

MARKET GUIDE INC.

Dated as of June 23, 1999

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
ARTICLE I DEFINITIONS................................................. 2
SECTION 1.01 Certain Defined Terms................................ 2
ARTICLE II THE MERGER................................................. 5
SECTION 2.01 The Merger........................................... 5
SECTION 2.02 Closing.............................................. 5
SECTION 2.03 Effective Time....................................... 5
SECTION 2.04 Effect of the Merger................................. 5
SECTION 2.05 Certificate of Incorporation; Bylaws; Directors and
Officers
of Surviving Corporation............................. 6
ARTICLE III CONVERSION OF SECURITIES; EXCHANGE OF
CERTIFICATES......................................................... 6
SECTION 3.01 Conversion of Shares................................. 6
SECTION 3.02 Exchange of Shares Other than Dissenting Shares
and Treasury Shares.................................. 6
SECTION 3.03 Stock Transfer Books................................. 8
SECTION 3.04 No Fractional Share Certificates..................... 8
SECTION 3.05 Options to Purchase Company Common Stock............. 8
SECTION 3.06 Certain Adjustments.................................. 9
SECTION 3.07 Dissenters' Rights................................... 9
SECTION 3.08 Lost, Stolen or Destroyed Certificates............... 9
SECTION 3.09 Taking of Necessary Action; Further Action........... 10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF COMPANY.................. 10
SECTION 4.01 Organization and Qualification; Subsidiaries......... 10
SECTION 4.02 Certificate of Incorporation and Bylaws.............. 10
SECTION 4.03 Capitalization....................................... 10
SECTION 4.04 Authority Relative to This Agreement................. 11
SECTION 4.05 No Conflict; Required Filings and Consents........... 11
SECTION 4.06 Permits; Compliance with Laws........................ 12
SECTION 4.07 SEC Filings; Financial Statements.................... 12
SECTION 4.08 Absence of Certain Changes or Events................. 13
SECTION 4.09 Employee Benefit Plans; Labor Matters................ 13
SECTION 4.10 Pooling; Certain Tax Matters......................... 15
SECTION 4.11 Contracts............................................ 15
SECTION 4.12 Litigation........................................... 16
SECTION 4.13 Environmental Matters................................ 16
SECTION 4.14 Intellectual Property................................ 16
SECTION 4.15 Taxes................................................ 18
SECTION 4.16 Insurance............................................ 18
SECTION 4.17 Properties........................................... 19
SECTION 4.18 Affiliates........................................... 19
SECTION 4.19 Opinion of Financial Advisor......................... 19
SECTION 4.20 Brokers.............................................. 19
SECTION 4.21 Certain Business Practices........................... 19
SECTION 4.22 Section 912 of the NYBCL Not Applicable.............. 20
SECTION 4.23 Business Activity Restriction........................ 20
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S>
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT
AND MERGER SUB............................................................ 20
SECTION 5.01 Organization and Qualification; Subsidiaries.............. 20
SECTION 5.02 Certificate of Incorporation and Bylaws................... 20
SECTION 5.03 Capitalization............................................ 21
SECTION 5.04 Authority Relative to This Agreement...................... 21
SECTION 5.05 No Conflict; Required Filings and Consents................ 21
SECTION 5.06 Permits; Compliance with Laws............................. 22
SECTION 5.07 Absence of Certain Changes or Events...................... 22
SECTION 5.08 SEC Filings; Financial Statements......................... 23
SECTION 5.09 Pooling; Certain Tax Matters.............................. 23
SECTION 5.10 Litigation................................................ 23
SECTION 5.11 Taxes..................................................... 24
SECTION 5.12 Brokers................................................... 24
SECTION 5.13 Certain Business Practices................................ 24
SECTION 5.14 Section 203 of the DGCL Not Applicable.................... 24
SECTION 5.15 No Prior Activities....................................... 24
SECTION 5.16 Employee Benefit Plans; Labor Matters..................... 24
SECTION 5.17 Intellectual Property..................................... 26
ARTICLE VI COVENANTS....................................................... 26
SECTION 6.01 Conduct of Business by Company Pending the Closing........ 26
SECTION 602 Notices of Certain Events................................. 28
SECTION 6.03 Access to Information; Confidentiality.................... 28
SECTION 6.04 No Solicitation of Transactions........................... 28
SECTION 6.05 Tax-Free Transaction; Pooling............................. 30
SECTION 6.06 Control of Operations..................................... 30
SECTION 6.07 Further Action; Consents; Filings......................... 30
SECTION 6.08 Additional Reports........................................ 30
SECTION 6.09 Tax Information........................................... 31
ARTICLE VII ADDITIONAL AGREEMENTS.......................................... 31
SECTION 7.01 Registration Statement; Joint Proxy Statement............. 31
SECTION 7.02 Stockholders' Meetings.................................... 32
SECTION 7.03 Affiliates................................................ 33
SECTION 7.04 Directors' and Officers' Indemnification and Insurance.... 33
SECTION 7.05 No Shelf Registration..................................... 33
SECTION 7.06 Public Announcements...................................... 33
SECTION 7.07 NNM Listing............................................... 34
SECTION 7.08 Blue Sky.................................................. 34
SECTION 7.09 Company Stock Options/Registration Statements on Form S-
8......................................................... 34
SECTION 7.10 Employee Matters.......................................... 34
SECTION 7.11 Board Representation...................................... 34
ARTICLE VIII CONDITIONS TO THE MERGER...................................... 35
SECTION 8.01 Conditions to the Obligations of Each Party to Consummate the
Merger.................................................... 35
SECTION 8.02 Conditions to the Obligations of Company.................. 35
SECTION 8.03 Conditions to the Obligations of Parent................... 36
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER............................... 36
SECTION 9.01 Termination............................................... 36
SECTION 9.02 Effect of Termination..................................... 38
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<C> <S>
SECTION 9.03 Amendment................................................. 38
SECTION 9.04 Waiver.................................................... 38
SECTION 9.05 Termination Fee; Expenses................................. 38
ARTICLE X GENERAL PROVISIONS................................................ 39
SECTION 10.01 Non-Survival of Representations and Warranties............ 39
SECTION 10.02 Notices................................................... 39
SECTION 10.03 Severability.............................................. 39
SECTION 10.04 Assignment; Binding Effect; Benefit....................... 40
SECTION 10.05 Incorporation of Exhibits................................. 40
SECTION 10.06 Governing Law............................................. 40
SECTION 10.07 Waiver of Jury Trial...................................... 40
SECTION 10.08 Headings; Interpretation.................................. 40
SECTION 10.09 Counterparts.............................................. 40
SECTION 10.10 Entire Agreement.......................................... 41
</TABLE>

ANNEXES

<TABLE>
<C> <S>
ANNEX A Company Stockholder Agreement
ANNEX B Parent Stockholder Agreement
ANNEX C Form of Company Affiliate Agreement
Form of Stockholder Affiliate
ANNEX D Agreement
</TABLE>

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<PAGE>

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of June 23, 1999
(as amended, supplemented or otherwise modified from time to time, this
"Agreement"), among MULTEX.COM, INC., a Delaware corporation ("Parent"), MARKET
GUIDE INC., a New York corporation ("Company"), and MERENGUE ACQUISITION CORP.
a New York corporation and a direct wholly owned subsidiary of Parent ("Merger
Sub"):

WITNESSETH:

WHEREAS, the boards of directors of Parent and Company have determined that
it is advisable and in the best interests of their respective companies and
stockholders to enter into a business combination by means of the merger of
Merger Sub with and into Company (the "Merger") and have approved and adopted
this Agreement;

WHEREAS, concurrently with the execution of this Agreement and as an
inducement to Parent to enter into this Agreement, certain stockholders of
Company have entered into a stockholder agreement (each, a "Company Stockholder
Agreement") in the form attached hereto as Annex A;

WHEREAS, concurrently with the execution of this Agreement and as an
inducement to Company to enter into this Agreement, certain stockholders of
Parent have entered into a stockholder agreement (each, a "Parent Stockholder
Agreement") in the form attached hereto as Annex B;

WHEREAS, for financial reporting purposes, it is intended that the Merger be
accounted for as a "pooling of interests" under United States generally
accepted accounting principles ("U. S. GAAP") and the accounting standards of
the United States Securities and Exchange Commission (the "SEC"); and

WHEREAS, for United States Federal income tax purposes, it is intended that
the Merger shall qualify as a tax-free reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended (together with the rules and
regulations promulgated thereunder, the "Code"), and that this Agreement shall
be, and hereby is, adopted as a plan of reorganization for purposes of Section
368 of the Code;

NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

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ARTICLE I

DEFINITIONS

SECTION 1.01 Certain Defined Terms. Unless the context otherwise requires,
the following terms, when used in this Agreement, shall have the respective
meanings specified below (such meanings to be equally applicable to the
singular and plural forms of the terms defined):

"Affiliate" shall mean, with respect to any person, any other person that
controls, is controlled by or is under common control with the first person.

"Blue Sky Laws" shall mean state securities or "blue sky" laws.

"Business Day" shall mean any day on which the principal offices of the SEC
in Washington, D.C. are open to accept filings, or, in the case of determining
a date when any payment is due, any day on which banks are not required or
authorized by law or executive order to close in the City of New York.

"Company Competing Transaction" shall mean any of the following involving
Company (other than the Merger):

(i) any merger, consolidation, share exchange, business combination or
other similar transaction;

(ii) any sale, lease, exchange, transfer or other disposition of 33% or
more of the assets of such party and its subsidiaries, taken as a whole, in
a single transaction or series of transactions;

(iii) any tender offer or exchange offer for 33% or more of the
outstanding voting securities of such party or the filing of a registration
statement under the Securities Act in connection therewith; or

(iv) any person having acquired beneficial ownership or the right to
acquire beneficial ownership of, or any "group" (as such term is defined
under Section 13(d) of the Exchange Act) having been formed (other than a
group consisting exclusively of those individuals who execute a Company
Affiliate Agreement) which beneficially owns or has the right to acquire
beneficial ownership of, 33% or more of the outstanding voting securities
of such party;

(v) any solicitation in opposition to the approval of this Agreement by
the stockholders of such party; or

(vi) any public announcement of a proposal, plan or intention to do any
of the foregoing or any agreement to engage in any of the foregoing.

"Company Disclosure Schedule" shall mean the disclosure schedule delivered by
Company to Parent prior to the execution of this Agreement and forming a part
hereof.

"Company Material Adverse Effect" shall mean any change in or effect on the
business of Company and the Company Subsidiaries that, individually or in the
aggregate (taking into account all other such changes or effects), is, or is
reasonably likely to be, materially adverse to the business, assets,
liabilities, financial condition or results of operations of Company and the
Company Subsidiaries, taken as a whole, provided, however, that in no event
shall a decrease in the trading price of Company Common Stock be considered a
Company Material Adverse Effect.

"Company Stock Plans" shall mean Company's 1995 Key Employee Incentive Plan
and Company's 1995 Independent Director's Stock Incentive Plan.

"Confidentiality Agreement" shall mean the confidentiality agreement, dated
as of April 26, 1999, between Parent and Company.

"DGCL" shall mean the General Corporation Law of the State of Delaware.

"$" shall mean United States Dollars.

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"Encumbrances" shall mean all claims, security interests, liens, pledges,
charges, escrows, options, proxies, rights of first refusal, preemptive rights,
mortgages, hypothecations, prior assignments, title retention agreements,
indentures, security agreements or any other encumbrance of any kind.

"Environmental Law" shall mean any Law and any enforceable judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to pollution or protection of the
environment or natural resources, including, without limitation, those relating
to the use, handling, transportation, treatment, storage, disposal, release or
discharge of Hazardous Material.

"Environmental Permit" shall mean any permit, approval, identification
number, license or other authorization required under or issued pursuant to any
applicable Environmental Law.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

"Expenses" shall mean, with respect to any party hereto, all reasonable out-
of-pocket expenses (including, without limitation, all fees and expenses of
counsel, accountants, investment bankers, experts and consultants to a party
hereto and its affiliates) incurred by such party or on its behalf in
connection with or related to the authorization, preparation, negotiation,
execution and performance of its obligations pursuant to this Agreement and the
consummation of the Merger, the preparation, printing, filing and mailing of
the Registration Statement and the Joint Proxy Statement, the solicitation of
stockholder approvals, the filing of HSR Act notice, if any, and all other
matters related to the transactions contemplated hereby and the closing of the
Merger.

"Governmental Entity" shall mean any United States Federal, state or local or
any foreign governmental, regulatory or administrative authority, agency or
commission or any court, tribunal or arbitral body.

"Governmental Order" shall mean any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental
Entity.

"Hazardous Material" shall mean (i) any petroleum, petroleum products, by-
products or breakdown products, radioactive materials, friable asbestos-
containing materials or polychlorinated biphenyls or (ii) any chemical,
material or substance defined or regulated as toxic or hazardous or as a
pollutant or contaminant or waste under any applicable Environmental Law.

"HSR Act" shall mean Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, together with the rules and regulations promulgated thereunder.

"IRS" shall mean the United States Internal Revenue Service.

"Law" shall mean any Federal, state, foreign or local statute, law,
ordinance, regulation, rule, code, order, judgment, decree, other requirement
or rule of law of the United States or any other jurisdiction, and any other
similar act or law.

"NNM" shall mean the Nasdaq National Market.

"NSCM" shall mean the Nasdaq Small-Cap Market.

"NYBCL" shall mean the New York Business Corporation Law.

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"Parent Combination Transaction" shall mean any of the following involving
Parent (other than the Merger):

(i) any merger, consolidation, share exchange, business combination or
other similar transaction;

(ii) (A) any sale, lease, exchange, transfer or other disposition of 33%
or more of the assets of such party and its subsidiaries, taken as a whole,
in a single transaction or series of transactions or (B) any purchase of
assets by Parent, in a single transaction, the consideration for which
exceeds $150 million;

(iv) any person having acquired beneficial ownership or the right to
acquire beneficial ownership of, or any "group" (as such term is defined
under Section 13(d) of the Exchange Act) having been formed which
beneficially owns or has the right to acquire beneficial ownership of, 33%
or more of the outstanding voting securities of such party;

(v) any solicitation in opposition to the approval of this Agreement by
the stockholders of such party; or

(vi) any public announcement of a proposal, plan or intention to do any
of the foregoing or any agreement to engage in any of the foregoing.

"Parent Competing Transaction" shall mean any merger, consolidation, business
combination or other similar transaction involving Parent in which the other
party to such competing transaction required, as a condition to such
transaction being effected, that Parent not consummate the transactions
contemplated by this Agreement.

"Parent Disclosure Schedule" shall mean the disclosure schedule delivered by
Parent to Company prior to the execution of this Agreement and forming a part
hereof.

"Parent Material Adverse Effect" shall mean any change in or effect on the
business of Parent and the Parent Subsidiaries that, individually or in the
aggregate (taking into account all other such changes or effects), is, or is
reasonably likely to be, materially adverse to the business, assets,
liabilities, financial condition or results of operations of Parent and the
Parent Subsidiaries, taken as a whole, provided, however, that in no event
shall a decrease in the trading price of Parent Common Stock be considered a
Parent Material Adverse Effect.

"Parent Stock Plans" shall mean Parent's 1999 Stock Option Plan.

"Permitted Encumbrances" shall mean (i) liens for Taxes, assessments and
other governmental charges not yet due and payable, (ii) immaterial unfiled
mechanics', workmen's, repairmen's, warehousemen's, carriers' or other like
liens arising or incurred in the ordinary course of business which are not yet
due and payable and (iii) equipment leases with third parties entered into in
the ordinary course of business.

"Person" shall mean an individual, corporation, partnership, limited
partnership, limited liability company, syndicate, person (including, without
limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act),
trust, association, entity or government or political subdivision, agency or
instrumentality of a government.

"Securities Act" shall mean the Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder.

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"Subsidiary" shall mean, with respect to any person, any corporation, limited
liability company, partnership, joint venture or other legal entity of which
such person (either alone or through or together with any other subsidiary of
such person) owns, directly or indirectly, a majority of the stock or other
equity interests, the holders of which are generally entitled to vote for the
election of the board of directors or other governing body of such corporation
or other legal entity.

"Tax" shall mean (i) any and all taxes, fees, levies, duties, tariffs,
imposts and other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with respect
thereto) imposed by any Governmental Entity or taxing authority ("Taxing
Authority"), including, without limitation, taxes or other charges on or with
respect to income, franchises, windfall or other profits, gross receipts,
property, sales, use, capital stock, payroll, employment, social security,
workers' compensation, unemployment compensation or net worth; taxes or other
charges in the nature of excise, withholding, ad valorem, stamp, transfer,
value-added or gains taxes; license, registration and documentation fees; and
customers' duties, tariffs and similar charges; (ii) any liability for the
payment of any amounts of the type described in (i) as a result of being a
member of an affiliated, combined, consolidated or unitary group for any
taxable period; and (iii) any liability for the payment of amounts of the type
described in (i) or (ii) as a result of being a transferee of, or a successor
in interest to, any person or as a result of an express or implied obligation
to indemnify any person.

"Tax Return" shall mean any return, statement or form (including, without
limitation, any estimated tax reports or return, withholding tax reports or
return and information report or return) required to be filed with respect to
any Taxes.

ARTICLE II

THE MERGER

SECTION 2.01 The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the NYBCL, at the Effective
Time (as defined in Section 2.03), Merger Sub shall be merged with and into
Company. As a result of the Merger, the separate corporate existence of Merger
Sub shall cease and Company shall continue as the surviving corporation of the
Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation").

SECTION 2.02 Closing. Unless this Agreement shall have been terminated and
the Merger herein contemplated shall have been abandoned pursuant to Section
9.01 and subject to the satisfaction or waiver of the conditions set forth in
Article VIII, the consummation of the Merger shall take place as promptly as
practicable (and in any event within three business days) after satisfaction or
waiver of the conditions set forth in Article VIII, at a closing (the
"Closing") to be held at the offices of Brobeck, Phleger & Harrison LLP, 1633
Broadway, 47th Floor, New York, New York 10019, unless another date, time or
place is agreed to by Parent and Company.

SECTION 2.03 Effective Time . At and after the time of the Closing, the
parties shall cause the Merger to be consummated by filing a certificate of
merger (the "Certificate of Merger") with the Department of State of the State
of New York in such form as required by, and executed in accordance with the
relevant provisions of, the NYBCL (the date and time of such filing, or such
later date and time as may be set forth therein, being the "Effective Time").

SECTION 2.04 Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in the applicable provisions of the NYBCL. Without
limiting the generality of the foregoing, and subject thereto, at the Effective
Time, except as otherwise provided herein, all the property, rights,
privileges, powers and franchises of Company and Merger Sub shall vest in
Company as the Surviving Corporation, and all debts, liabilities and duties of
Company and Merger Sub shall become the debts, liabilities and duties of
Company as the Surviving Corporation.

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SECTION 2.05 Certificate of Incorporation; Bylaws; Directors and Officers of
Surviving Corporation. Unless otherwise agreed by Parent and Company before the
Effective Time, at the Effective Time:

(a) the Certificate of Incorporation and the Bylaws of Merger Sub as in
effect immediately prior to the Effective Time shall be the Certificate of
Incorporation and the Bylaws of the Surviving Corporation, until thereafter
amended as provided by Law and such Certificate of Incorporation or Bylaws;
provided, however, that Article I of the Certificate of Incorporation of
the Surviving Corporation shall be amended to read as follows: "The name of
the corporation is MARKET GUIDE INC.";

(b) the officers of Merger Sub immediately prior to the Effective Time
shall serve in their respective offices of the Surviving Corporation from
and after the Effective Time, in each case until their successors are
elected or appointed and qualified or until their resignation or removal;
and

(c) the directors of Merger Sub immediately prior to the Effective Time
shall serve as the directors of the Surviving Corporation from and after
the Effective Time, in each case until their successors are elected or
appointed and qualified or until their resignation or removal.

ARTICLE III

CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

SECTION 3.01 Conversion of Shares. At the Effective time, by virtue of the
Merger, and without any action on the part of Parent, Merger Sub, Company or
the holders of any of the following securities:

(a) Each share of Common Stock, $.001 par value per share, of Company
("Company Common Stock") issued and outstanding immediately before the
Effective Time (excluding (i) shares of Company Common Stock, if any, held
by persons who have not voted such shares for approval of the Merger and
with respect to which such persons shall have perfected dissenters' rights
in accordance with the NYBCL ("Dissenting Shares"), (ii) those held in the
treasury of Company, and (iii) those owned by any wholly owned subsidiary
of Company) and all rights in respect thereof, shall, forthwith cease to
exist and be converted into and become exchangeable for 1.00 share (the
"Exchange Ratio") of common stock, $.01 par value, of Parent ("Parent
Common Stock").

(b) Each share of Company Common Stock held in the treasury of Company or
owned by any wholly owned subsidiary of Company immediately prior to the
Effective Time shall be canceled and retired and no shares of stock or
other securities of Parent, the Surviving Corporation or any other
corporation shall be issuable, and no payment of other consideration shall
be made, with respect thereto.

(c) Each issued and outstanding share of capital stock of Merger Sub
shall be converted into and become one fully paid and nonassessable share
of common stock of the Surviving Corporation. From and after the Effective
Time, each outstanding certificate theretofore representing shares of
Merger Sub common stock shall be deemed for all purposes to evidence
ownership of and to represent the number of shares of Surviving Corporation
common stock into which such shares of Merger Sub common stock shall have
been converted. Promptly after the Effective Time, the Surviving
Corporation shall issue to Parent a stock certificate representing 100
shares of Surviving Corporation common stock in exchange for the
certificate that formerly represented shares of Merger Sub common stock,
which shall be surrendered by Parent and cancelled.

SECTION 3.02 Exchange of Shares Other than Dissenting Shares and Treasury
Shares

(a) Exchange Agent. As of the Effective Time, Parent shall enter into an
agreement with a bank or trust company reasonably acceptable to Company to act
as exchange agent for the Merger (the "Exchange Agent") as may be designated by
Parent.

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(b) Parent to Provide Common Stock and Cash. Promptly after the Effective
Time, Parent shall make available to the Exchange Agent for the benefit of the
holder of Company Common Stock: (i) Certificates of Parent Common Stock
("Parent Certificates") representing the number of whole shares of Parent
Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of
company Common Stock outstanding immediately prior to the Effective Time; and
(ii) sufficient funds to permit payment in lieu of fractional shares pursuant
to Section 3.04.

(c) Exchange Procedures. The Exchange Agent shall mail to each holder of
record of certificates of Company Common Stock ("Company Certificates"), whose
shares were converted into the right to receive shares of Parent Common Stock
(and cash in lieu of fractional shares pursuant to Section 3.04) promptly after
the Effective Time (and in any event no later than three business days after
the later to occur of the Effective Time and receipt by Parent of a complete
list from Company of the names and addresses of its holders of record): (i) a
form letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the Company Certificates shall pass,
only upon receipt of the Company Certificates by the Exchange Agent, and shall
be in such form and have such other provisions as Parent may reasonably
specify); and (ii) instructions for use in effecting the surrender of the
Company Certificates in exchange for Parent Certificates (and cash in lieu of
fractional shares). Upon surrender of a Company Certificate for cancellation to
the Exchange Agent or to such other agent or agents as may be appointed by
Parent, together with such letter of transmittal, duly completed and validly
executed, and such other documents as may be reasonably required by the
Exchange Agent, the holder of such Company Certificate shall be entitled to
receive in exchange therefor a Parent Certificate representing the number of
whole shares of Parent Common Stock that such holder has the right to receive
pursuant to this Article III and payment of cash in lieu of fractional shares
which such holder has the right to receive pursuant to Section 3.04, and the
Company Certificate so surrendered shall forthwith be canceled. Until so
surrendered, each outstanding Company Certificate that, prior to the Effective
Time, represented shares of Company Common Stock will be deemed from and after
the Effective Time, for all purposes other than the payment of dividends and
distributions, to evidence the ownership of the number of full shares of Parent
Common Stock into which such shares of Company Common Stock shall have been so
converted and the right to receive an amount in cash in lieu of the issuance of
any fractional shares in accordance with Section 3.04. Notwithstanding any
other provision of this Agreement, no interest will be paid or will accrue on
any cash payable to holders of Company Certificates pursuant to the provisions
of this Article III.

(d) Distributions With Respect to Unexchanged Shares. No dividends or other
distributions with respect to Parent Common Stock with a record date after the
Effective Time will be paid to the holder of any unsurrendered Company
Certificate with respect to the shares of Parent Common Stock represented
thereby until the holder of record of such Company Certificate shall surrender
such Company Certificate. Subject to the effect of applicable escheat or
similar laws, following surrender of any such Company Certificate, there shall
be paid to the record holder of the Parent Certificates issued in exchange
therefor, without interest, at the time of such surrender, the amount of any
such dividends or other distributions with a record date after the Effective
Time theretofore payable (but for the provisions of this Section 3.02(d)) with
respect to such shares of Parent Common Stock.

(e) Transfer of Ownership. If any Parent Certificate is to be issued in a
name, or cash in lieu of fractional shares paid to a person, other than that in
which the Company Certificate surrendered in exchange therefor is registered,
it will be a condition of the issuance and/or payment thereof that the Company
Certificate so surrendered will be properly endorsed and otherwise in proper
form for transfer and that the person requesting such exchange will have paid
to Parent or any agent designated by it any transfer or other taxes required by
reason of the issuance of a Parent Certificate for shares of Parent Common
Stock in any name other than that of the registered holder of the Company
Certificate surrendered, or established to the satisfaction of Parent or any
agent designated by it that such tax has been paid or is not payable.

(f) Termination of Exchange Agent Funding. Any portion of funds (including
any interest earned thereon) or Parent Certificates held by the Exchange Agent
which have not been delivered to holders of

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Company Certificates pursuant to this Article III within six months after the
Effective Time shall promptly be paid or delivered, as appropriate, to Parent,
and thereafter holders of Company Certificates who have not theretofore
complied with the exchange procedures set forth in and contemplated by this
Section 3.02 shall thereafter look only to Parent (subject to abandoned
property, escheat and similar laws) only as general creditors thereof for their
claim for shares of Parent Stock, any cash in lieu of fractional shares of
Parent Common Stock and any dividends or distributions (with a record date
after the Effective Time) with respect to Parent Common Stock to which they are
entitled.

(g) No Liability. Notwithstanding anything to the contrary in this Section
3.02, none of the Exchange Agent, the Surviving Corporation or any party hereto
shall be liable to any person in respect of any shares of Parent Common Stock
or cash delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

SECTION 3.03 Stock Transfer Books.

(a) At the Effective Time, the stock transfer books of Company shall each be
closed, and there shall be no further registration of transfers of shares of
Company Common Stock thereafter on the records of any such stock transfer
books. In the event of a transfer of ownership of shares of Company Common
Stock that is not registered in the stock transfer records of Company at the
Effective Time, a certificate or certificates representing the number of full
shares of Parent Common Stock into which such shares of Company Common Stock
shall have been converted shall be issued to the transferee together with a
cash payment in lieu of fractional shares, if any, in accordance with Section
3.04 hereof, and a cash payment in the amount of dividends, if any, in
accordance with Section 3.02(d) hereof, if the certificate or certificates
representing such shares of Company Common Stock is or are surrendered as
provided in Section 3.02(c) hereof, accompanied by all documents required to
evidence and effect such transfer and by evidence of payment of any applicable
stock transfer tax.

(b) Notwithstanding anything to the contrary herein, certificates surrendered
for exchange by any person constituting an affiliate of Company shall not be
exchanged until Parent shall have received from such Person an affiliate letter
as provided in Section 7.03.

SECTION 3.04 No Fractional Share Certificates. No scrip or fractional share
Parent Certificate shall be issued upon the surrender for exchange of Company
Certificates, and an outstanding fractional share interest shall not entitle
the owner thereof to vote, to receive dividends or to any rights of a
stockholder of Parent or of Surviving Corporation with respect to such
fractional share interest. As promptly as practicable following the Effective
Time, Parent shall deposit with the Exchange Agent an amount in cash sufficient
for the Exchange Agent to pay each holder of Company Common Stock an amount in
cash, rounded to the nearest whole cent, equal to the product obtained by
multiplying (i) the fractional share interest to which such holder would
otherwise be entitled (after taking into account all shares of Company Common
Stock held at the Effective Time by such holder) by (ii) the Final Average
Closing Price. As soon as practicable after the determination of the amount of
cash, if any, to be paid to holders of Company Common Stock with respect to any
fractional share interests, the Exchange Agent shall make available such
amounts, net of any required withholding taxes, to such holders of Company
Common Stock, subject to and in accordance with the terms of Section 3.02
hereof.

SECTION 3.05 Options to Purchase Company Common Stock. At the Effective Time,
the Company Stock Plans and each option granted by Company to purchase shares
of Company Common Stock pursuant to the Company Stock Plans or otherwise listed
on Schedule 3.05 of the Company Disclosure Schedule ("Company Stock Options"),
which is outstanding and unexercised immediately prior to the Effective Time,
shall be assumed by Parent and converted into an option or warrant, as the case
may be, to purchase shares of Parent Common Stock in such number and at such
exercise price as provided below and otherwise having the same terms and
conditions as in effect immediately prior to the Effective Time (except to the
extent that such

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terms, conditions and restrictions may be altered in accordance with their
terms as a result of the Merger contemplated hereby and except that all
references in each such Company Stock Option to Company shall be deemed to
refer to Parent):

(a) the number of shares of Parent Common Stock to be subject to the new
option or warrant, as the case may be, shall be equal to the product of (x)
the number of shares of Company Common Stock subject to the original
Company Stock Option immediately prior to the Effective Time and (y) the
Exchange Ratio;

(b) the exercise price per share of Parent Common Stock under the new
option or warrant shall be equal to (x) the exercise price per share of
Company Common Stock in effect under the original Company Stock Option
immediately prior to the Effective Time divided by (y) the Exchange Ratio;
and

(c) in effecting such assumption and conversion, the aggregate number of
shares of Parent Common Stock to be subject to each assumed Company Stock
Option will be rounded down, if necessary, to the next whole share and the
aggregate exercise price shall be rounded up, if necessary, to the next
whole cent.

The adjustments provided herein with respect to any options that are
"incentive stock options" (as defined in Section 422 of the Code) shall be
effected in a manner consistent with the requirements of Section 424(a) of the
Code. Pursuant to the terms of the Company Stock Plans, the execution of this
Agreement will result in accelerated vesting of all such options as of the date
hereof.

SECTION 3.06 Certain Adjustments. If between the date of this Agreement and
the Effective Time, (a) the outstanding shares of Parent Common Stock or
Company Common Stock shall be changed into a different number of shares by
reason of any reclassification, recapitalization, split-up, combination or
exchange of shares, or any dividend payable in stock or other securities shall
be declared thereon with a record date within such period, or (b) the number of
shares of Company Common Stock on a fully diluted basis is in excess of that
specified in Section 4.03 and disclosed in Schedule 4.03 of the Company
Disclosure Schedule (regardless of whether such excess is a result of an
additional issuance of capital stock except as otherwise permitted pursuant to
this Agreement or a correction to such Sections), and if such excess number of
shares of Company Common Stock exceeds 1% of the number of shares of Company
Common Stock specified in Section 4.03 and disclosed in Schedule 4.03 of the
Company Disclosure Schedule, then, in either case, the Exchange Ratio
established pursuant to the provisions of Section 3.01 shall be adjusted
accordingly to provide to Parent the same economic effect as contemplated by
this Agreement prior to such reclassification, recapitalization, split-up,
combination, exchange, dividend or increase.

SECTION 3.07 Dissenters' Rights. Any Dissenting Shares shall not be converted
into, or be exchangeable for, the right to receive Parent Common Stock but
shall instead be converted into the right to receive such consideration as may
be determined to be due with respect to such Dissenting Shares pursuant to New
York Law unless and until such holder shall have failed to perfect or shall
have effectively withdrawn or lost his right of appraisal and payment, as the
case may be. Company shall give Parent prompt notice of any Dissenting Shares
(and shall also give Parent prompt notice of any withdrawals of such demands
for appraisal rights) and Parent shall have the right to direct all
negotiations and proceedings with respect to such demands. Neither Company nor
the Surviving Corporation shall, except with the prior written consent of
Parent, voluntarily make any payments with respect to, or settle or offer to
settle, any such demand for appraisal rights. If, after the Effective Time, any
Dissenting Shares shall lose their status as Dissenting Shares, Parent shall
issue and deliver, upon surrender by such shareholder of certificate or
certificates representing shares of Company Capital Stock, the number of shares
of Parent Common Stock to which such shareholder would otherwise be entitled
pursuant to this Article III.

SECTION 3.08 Lost, Stolen or Destroyed Certificates. In the event any Company
Certificates shall have been lost, stolen or destroyed, the Exchange Agent
shall issue in exchange for such lost, stolen or destroyed Company
Certificates, upon the making of an affidavit of that fact by the holder
thereof, such shares

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<PAGE>

of Parent Common Stock (and cash in lieu of fractional shares) as may be
required pursuant to Section 3.01, provided, however, that Parent may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed Company Certificates to indemnify
Parent against any claim that may be made against Parent, the Surviving
Corporation or the Exchange Agent with respect to the Company Certificates
alleged to have been lost, stolen or destroyed.

SECTION 3.09 Taking of Necessary Action; Further Action. If, at any time
after the Effective Time, any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Surviving Corporation with
full right, title and possession to all assets, property, rights, privileges,
powers and franchises of Company, the officers and directors of Company are
fully authorized in the name of their corporation or otherwise to take, and
will use good faith efforts to take, all such lawful and necessary action, so
long as such action is not inconsistent with this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF COMPANY

Company hereby represents and warrants to Parent and Merger Sub, subject to
the exceptions specifically disclosed in writing in the Company Disclosure
Schedule, all such exceptions to be referenced to a specific representation set
forth in this Article IV, that:

SECTION 4.01 Organization and Qualification; Subsidiaries.

(a) Each of Company and each directly and indirectly owned subsidiary of
Company (the "Company Subsidiaries") has been duly organized and is validly
existing and in good standing (to the extent applicable) under the laws of the
jurisdiction of its incorporation or organization, as the case may be, and has
the requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted. Company
and each Company Subsidiary is duly qualified or licensed to do business, and
is in good standing (to the extent applicable), in each jurisdiction where the
character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for such
failures to be so qualified or licensed and in good standing that could not
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect.

(b) Schedule 4.01 of the Company Disclosure Schedule sets forth, as of the
date of this Agreement, a true and complete list of each Company Subsidiary,
together with (i) the jurisdiction of incorporation or organization of each
Company Subsidiary and the percentage of each Company Subsidiary's outstanding
capital stock or other equity interests owned by Company or another Company
Subsidiary and (ii) an indication of whether each Company Subsidiary is a
"Significant Subsidiary" as defined in Regulation S-X under the Exchange Act.
Except as set forth in Schedule 4.01 of the Company Disclosure Schedule,
neither Company nor any Company Subsidiary owns an equity interest in any
partnership or joint venture arrangement or other business entity.

SECTION 4.02 Certificate of Incorporation and Bylaws. The copies of Company's
certificate of incorporation and bylaws previously presented to Parent by
Company are true, complete and correct copies thereof. Such certificate of
incorporation and bylaws are in full force and effect. Company is not in
violation of any of the provisions of its certificate of incorporation or
bylaws.

SECTION 4.03 Capitalization.

(a) The authorized capital stock of Company consists of 20,000,000 shares of
Company Common Stock and no shares of preferred stock ("Company Preferred
Stock"). As of the date hereof, (i) 4,801,380 shares of Company Common Stock
are issued and outstanding, all of which are validly issued, fully paid and
nonassessable, (ii) no shares of Company Common Stock are held in the treasury
of Company, (iii) no shares of Company Common Stock are held by Company
Subsidiaries, (iv) 850,000 shares of Company Common

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Stock are reserved for future issuance pursuant to Company Stock Options, (v)
no shares of Company Preferred Stock are outstanding, and (vi) 125,000 shares
of Company Common Stock are reserved for issuance pursuant to Company's
Employee Stock Purchase Plan (the "Company ESPP"), of which 57,788 shares have
been issued. The name of each holder of a Company Stock Option, the grant date
of each Company Stock Option, the number of shares of Company Common Stock for
which each Company Stock Option is exercisable, the vesting or exercise
schedule and the exercise price of each Company Stock Option are set forth in
Schedule 4.03 of the Company Disclosure Schedule. Except for shares of Company
Common Stock issuable pursuant to Company Stock Plans and the Company ESPP and
as otherwise set forth in Schedule 4.03 of the Company Disclosure Schedule,
there are no options, warrants or other rights, agreements, arrangements or
commitments of any character to which Company or any Company Subsidiary is a
party or by which Company or any Company Subsidiary is bound relating to the
issued or unissued capital stock of Company or any Company Subsidiary or
obligating Company or any Company Subsidiary to issue or sell any shares of
capital stock of, or other equity interests in, Company or any Company
Subsidiary. All shares of Company Common Stock subject to issuance as
aforesaid, upon issuance prior to the Effective Time on the terms and
conditions specified in the instruments pursuant to which they are issuable,
will be duly authorized, validly issued, fully paid and nonassessable. There
are no outstanding contractual obligations of Company or any Company Subsidiary
to repurchase, redeem or otherwise acquire any shares of Company Common Stock
or any capital stock of any Company Subsidiary. Each outstanding share of
capital stock of each Company Subsidiary is duly authorized, validly issued,
fully paid and nonassessable and each such share owned by Company or another
Company Subsidiary is free and clear of all security interests, liens, claims,
pledges, options, rights of first refusal, agreements, limitations on Company's
or such other Company Subsidiary's voting rights, charges and other
encumbrances of any nature whatsoever. There are no material outstanding
contractual obligations of Company or any Company Subsidiary to provide funds
to, or make any material investment (in the form of a loan, capital
contribution or otherwise) in, any Company Subsidiary or any other entity or
person.

(b) The officers and directors of Company, in the aggregate, own of record
and beneficially more than forty-one percent (41%) of the Company Common Stock
outstanding, on a fully-diluted basis.

SECTION 4.04 Authority Relative to This Agreement. Company has all necessary
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder, and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Company and the
consummation by Company of the transactions contemplated hereby have been duly
and validly authorized by all necessary corporate action, and no other
corporate proceedings on the part of Company are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby (other than,
with respect to the Merger, the approval of this Agreement by the holders of
two-thirds of the outstanding shares of Company Common Stock entitled to vote
with respect thereto at the Company Stockholders' Meeting (as defined in
Section 7.01), and the filing and recordation of the Certificate of Merger as
required by the DGCL). This Agreement has been duly executed and delivered by
Company and, assuming the due authorization, execution and delivery by the
other parties hereto, constitutes the legal, valid and binding obligation of
Company, enforceable against Company in accordance with its terms, except to
the extent that enforceability hereof may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by principles of equity regarding the
availability of remedies.

SECTION 4.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by Company do not, and the
performance by Company of its obligations hereunder, and the consummation of
the Merger will not, (i) conflict with or violate any provision of the
certificate of incorporation or bylaws of Company or any equivalent
organizational documents of any Company Subsidiary, (ii) assuming that all
filings and notifications described in Section 4.05(b) have been made, conflict
with or violate any Law applicable to Company or any Company Subsidiary or by
which any property or asset of Company or any Company Subsidiary is bound or
affected or (iii) except as otherwise set forth on Schedule 4.05(a) of the
Company Disclosure Schedule, result in any breach of or constitute a default
(or an event which with the giving of notice or lapse of time or both could
reasonably be expected to

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<PAGE>

become a default) under, or give to others any right of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or other
encumbrance on any property or asset of Company or any Company Subsidiary
pursuant to, any material note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation.

(b) The execution and delivery of this Agreement by Company do not, and the
performance by Company of its obligations hereunder and the consummation of the
Merger will not, require any consent, approval, authorization or permit of, or
filing by Company with or notification by Company to, any Governmental Entity,
except pursuant to applicable requirements of the Exchange Act, the Securities
Act, Blue Sky Laws, the rules and regulations of the NSCM, the premerger
notification requirements of the HSR Act, and the filing and recordation of the
Certificate of Merger as required by the NYBCL.

SECTION 4.06 Permits; Compliance with Laws. Company and the Company
Subsidiaries are in possession of all franchises, grants, authorizations,
licenses, establishment registrations, product listings, permits, approvals and
orders of any Governmental Entity necessary for Company or any Company
Subsidiary to own, lease and operate its properties and assets or otherwise to
carry on its business as it is now being conducted (collectively, the "Company
Permits"), and, as of the date of this Agreement, none of the Company Permits
has been suspended or cancelled nor is any such suspension or cancellation
pending or, to the knowledge of Company, threatened. Neither Company nor any
Company Subsidiary is in conflict with, or in default or violation of, (i) any
Law applicable to Company or any Company Subsidiary or by which any property or
asset of Company or any Company Subsidiary is bound or affected or (ii) any
Company Permits, except for such conflicts, defaults or violations that could
not reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect. Schedule 4.06 of the Company Disclosure Schedule sets
forth, as of the date of this Agreement, all actions, proceedings,
investigations or surveys pending or, to the knowledge of Company, threatened
against Company or any Company Subsidiary that could reasonably be expected to
result in the suspension or cancellation of any other Company Permit. Since
March 1, 1996, neither Company nor any Company Subsidiary has received from any
Governmental Entity any written notification with respect to possible
conflicts, defaults or violations of Laws.

SECTION 4.07 SEC Filings; Financial Statements.

(a) Company has timely filed all forms, reports, statements and documents
required to be filed by it (A) with the SEC and the NSCM since January 1, 1995
(collectively, together with any such forms, reports, statements and documents
Company may file subsequent to the date hereof until the Closing, the "Company
Reports") and (B) since January 1, 1995 with any other Governmental Entities.
Each Company Report (i) was prepared in accordance with the requirements of the
Securities Act, the Exchange Act or the rules and regulations of the NSCM, as
the case may be, and (ii) did not at the time it was filed contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements made therein, in
the light of the circumstances under which they were made, not misleading. Each
form, report, statement and document referred to in clause (B) of this
paragraph was prepared in all material respects in accordance with the
requirements of applicable Law. No Company Subsidiary is subject to the
periodic reporting requirements of the Exchange Act or required to file any
form, report or other document with the SEC, the NSCM, any other stock exchange
or any other comparable Governmental Entity.

(b) Each of the consolidated financial statements (including, in each case,
any notes thereto) contained in the Company Reports was prepared in accordance
with U.S. GAAP applied on a consistent basis throughout the periods indicated
(except as may be indicated in the notes thereto) and each presented fairly the
consolidated financial position of Company and the Company Subsidiaries as at
the respective dates thereof, and their consolidated results of operations,
stockholders' equity and cash flows for the respective periods indicated
therein, except as otherwise noted therein (subject, in the case of unaudited
statements, to normal and recurring immaterial year-end adjustments).

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(c) Except as and to the extent set forth or reserved against on the
consolidated balance sheet of Company and the Company Subsidiaries as of
February 28, 1999 as reported in the Company Reports, none of Company or any
Company Subsidiary has any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) that would be required to be
reflected on a balance sheet or in notes thereto prepared in accordance with
U.S. GAAP, except for liabilities or obligations incurred in the ordinary
course of business consistent with past practice since February 28, 1999.

SECTION 4.08 Absence of Certain Changes or Events. Except as otherwise set
forth on Schedule 4.08 of the Company Disclosure Schedule, since February 28,
1999, Company and the Company Subsidiaries have conducted their businesses only
in the ordinary course consistent with past practice and, since such date,
there has not been (i) any Company Material Adverse Effect, (ii) any event that
could reasonably be expected to prevent or materially delay the performance of
Company's obligations pursuant to this Agreement and the consummation of the
Merger by Company, (iii) any material change by Company in its accounting
methods, principles or practices, (iv) any declaration, setting aside or
payment of any dividend or distribution in respect of the shares of Company
Common Stock or any redemption, purchase or other acquisition of any of
Company's securities, (v) except in the ordinary course of business consistent
with past practice, any increase in the compensation or benefits or
establishment of any bonus, insurance, severance, deferred compensation,
pension, retirement, profit sharing, stock option (including, without
limitation, the granting of stock options, stock appreciation rights,
performance awards or restricted stock awards), stock purchase or other
employee benefit plan, or any other increase in the compensation payable or to
become payable to any executive officers of Company or any Company Subsidiary,
(vi) any issuance or sale of any stock, notes, bonds or other securities other
than pursuant to the exercise of outstanding securities, or entering into any
agreement with respect thereto, (vii) any amendment to the Company's
certificate of incorporation or bylaws, (viii) other than in the ordinary
course of business, any (x) purchase, sale, assignment or transfer of any
material assets, (y) mortgage, pledge or the institution of any lien,
encumbrance or charge on any material assets or properties, tangible or
intangible, except for liens for taxes not yet delinquent and such other liens,
encumbrances or charges which do not, individually or in the aggregate, have a
Company Material Adverse Effect, or (z) waiver of any rights of material value
or cancellation or any material debts or claims, (ix) any incurrence of any
material liability (absolute or contingent), except for current liabilities and
obligations incurred in the ordinary course of business consistent with past
practice, (x) any incurrence of any damage, destruction or similar loss,
whether or not covered by insurance, materially affecting the business or
properties of Company or any Company Subsidiary, or (xi) any entering into any
transaction of a material nature other than in the ordinary course of business,
consistent with past practices.

SECTION 4.09 Employee Benefit Plans; Labor Matters.

(a) With respect to each employee benefit fund, plan, program, arrangement
and contract (including, without limitation, any "pension" plan, fund or
program, as defined in Section 3(2) of ERISA, and any "employee benefit plan",
as defined in Section 3(3) of ERISA) maintained, sponsored or contributed to or
required to be contributed to by Company or any Company Subsidiary or other
trade or business (whether or not incorporated) treated as a single employer
with Company (a "Company ERISA Affiliate") pursuant to Code Section 414(b),
(c), (m) or (o) is a party, or with respect to which Company or any Company
ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of
ERISA or Section 412 of the Code, or to which Company or any Company ERISA
Affiliate is a party (the "Company Benefit Plans"), Company has delivered or
made available to Parent a true, complete and correct copy of (i) such Company
Benefit Plan and the most recent summary plan description related to such
Company Benefit Plan, if a summary plan description is required therefor, (ii)
each trust agreement or other funding arrangement relating to such Company
Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the
IRS) with respect to such Company Benefit Plan, (iv) the most recent actuarial
report or financial statement relating to such Company Benefit Plan and (v) the
most recent determination letter issued by the IRS with respect to such Company
Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither
Company nor any Company Affiliate has any express or implied commitment,
whether legally enforceable or not, to modify, change or terminate any Company
Benefit Plan, other than with respect to a modification, change or termination
required by ERISA or the Code.

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<PAGE>

(b) Each Company Benefit Plan has been administered in all material respects
in accordance with its terms and all applicable laws, including, without
limitation, ERISA and the Code, and all contributions required to be made under
the terms of any of the Company Benefit Plans as of the date of this Agreement
have been timely made or have been reflected on the most recent consolidated
balance sheet filed or incorporated by reference in the Company Reports prior
to the date of this Agreement. With respect to the Company Benefit Plans, no
event has occurred and, to the knowledge of Company, there exists no condition
or set of circumstances in connection with which Company or any Company ERISA
Affiliate could be subject to any material liability (other than for routine
benefit liabilities) under the terms of such Company Benefit Plans, ERISA, the
Code or any other applicable Law.

(c) Company on behalf of itself and all of the Company ERISA Affiliates
hereby represents that: (i) each Company Benefit Plan which is intended to be
qualified under Section 401(a) of the Code or Section 401(k) of the Code has
received or is currently awaiting receipt of a favorable determination letter
from the IRS as to its qualified status under the Code, and each trust
established in connection with any Company which is intended to be exempt from
federal income taxation under Section 501(a) of the Code has received a
determination letter from the IRS that it is so exempt, and to Company's
knowledge no fact or event has occurred since the date of such determination
letter from the IRS to adversely affect the qualified status of any such
Company Benefit Plan or the exempt status of any such trust; (ii) to Company's
knowledge there has been no prohibited transaction (within the meaning of
Section 406 of ERISA or Section 4975 of the Code) with respect to any Company
Benefit Plan; (iii) each Company Benefit Plan can be amended, terminated or
otherwise discontinued after the Effective Time in accordance with its terms,
without liability, other than (A) liability for ordinary administrative
expenses typically incurred in a termination event or (B) if the Company
Benefit Plan is a pension benefit plan subject to Part 2 of Title I of ERISA,
liability for the accrued benefits as of the date of such termination (if and
to the extent required by ERISA) to the extent that either there are sufficient
assets set aside in a trust or insurance contract to satisfy such liability or
such liability is reflected on the most recent consolidated balance sheet filed
or incorporated by reference in the Company Reports prior to the date of this
Agreement. No suit, administrative proceeding, action or other litigation has
been brought, or to the knowledge of Company is threatened, against or with
respect to any such Company Benefit Plan, including any audit or inquiry by the
Internal Revenue Service or United States Department of Labor (other than
routine benefits claims).

(d) No Company Benefit Plan is a multiemployer pension plan (as defined in
Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and
neither the Company nor any Company ERISA Affiliate has sponsored or
contributed to or been required to contribute to a multiemployer pension plan
or other pension plan subject to Title IV of ERISA. No material liability under
Title IV of ERISA has been incurred by Company or any Company ERISA Affiliate
that has not been satisfied in full, and no condition exists that presents a
material risk to Company or any Company ERISA Affiliate of incurring or being
subject (whether primarily, jointly or secondarily) to a material liability
thereunder. None of the assets of Company or any Company ERISA Affiliate is, or
may reasonably be expected to become, the subject of any lien arising under
ERISA or Section 412(n) of the Code.

(e) With respect to each Company Benefit Plan required to be set forth in the
Company Disclosure Schedule that is subject to Title IV or Part 3 of Title I of
ERISA or Section 412 of the Code, (i) no reportable event (within the meaning
of Section 4043 of ERISA, other than an event that is not required to be
reported before or within 30 days of such event) has occurred or is expected to
occur, (ii) there was not an accumulated funding deficiency (within the meaning
of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as
of the most recently ended plan year of such Company Benefit Plan; and (iii)
there is no "unfunded benefit liability" (within the meaning of Section
4001(a)(18) of ERISA).

(f) Company has scheduled on Schedule 4.09(f) of the Company Disclosure
Schedule and has delivered to Parent true, complete and correct copies of (i)
all employment agreements with officers and all consulting agreements of
Company and each Company ERISA Affiliate providing for annual compensation in
excess of $100,000, (ii) all severance plans, agreements, programs and policies
of Company and each Company ERISA

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<PAGE>

Affiliate with or relating to their respective employees, directors or
consultants, and (iii) all plans, programs, agreements and other arrangements
of Company and each Company ERISA Affiliate with or relating to their
respective employees, directors or consultants which contain "change of
control" provisions. Except as set forth in Schedule 4.09(f) of the Company
Disclosure Schedule, which discloses the Company's estimate of excess parachute
payments based on assumptions described therein, no payment or benefit which
will be made by Company or any Company ERISA Affiliate under any Company
Benefit Plan or other arrangement will constitute an excess parachute payment
under Code Section 280(G)(1), and the consummation of the transactions
contemplated by this Agreement will not individually or in conjunction with any
other possible event (including termination of employment) (i) entitle any
current or former employee or other service provider of Company or any Company
ERISA Affiliate to severance benefits or any other payment, compensation or
benefit (including forgiveness of indebtedness), except as expressly provided
by this Agreement, or (ii) accelerate the time of payment or vesting, or
increase the amount of compensation or benefit due any such employee or service
provider.

(g) Neither Company nor any Company Subsidiary is a party to any collective
bargaining or other labor union contract applicable to persons employed by
Company or any Company Subsidiary and no collective bargaining agreement is
being negotiated by Company or any Company Subsidiary. As of the date of this
Agreement, there is no labor dispute, strike or work stoppage against Company
or any Company Subsidiary pending or, to the knowledge of Company, threatened
which may interfere with the respective business activities of Company or any
Company Subsidiary. As of the date of this Agreement, to the knowledge of
Company, none of Company, any Company Subsidiary, or any of their respective
representatives or employees has committed any unfair labor practice in
connection with the operation of the respective businesses of Company or any
Company Subsidiary, and there is no charge or complaint against Company or any
Company Subsidiary by the National Labor Relations Board or any comparable
Governmental Entity pending or threatened in writing.

(h) Except as required by Law, no Company Benefit Plan provides any of the
following retiree or post-employment benefits to any person: medical,
disability or life insurance benefits. To Company's knowledge, Company and the
Company ERISA Affiliates are in compliance with (i) the requirements of the
applicable health care continuation and notice provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the regulations
(including proposed regulations) thereunder and (ii) the applicable
requirements of the Health Insurance Portability and Accountability Act of 1996
and the regulations (including the proposed regulations) thereunder.

SECTION 4.10 Pooling; Certain Tax Matters. Neither Company nor, to the
knowledge of Company, any of its affiliates has taken or agreed to take any
action (other than actions contemplated by this Agreement) that could
reasonably be expected to prevent (a) the Merger from being treated for
accounting purposes as a "pooling of interests" in accordance with U.S. GAAP
and the accounting standards of the SEC or (b) the Merger from constituting a
"reorganization" under Section 368 of the Code. Company is not aware of any
agreement or plan to which Company or any of its affiliates is a party or other
circumstances relating to Company or any of its affiliates that could
reasonably be expected to prevent the Merger from being so treated as a
"pooling of interests" or from so qualifying as a reorganization under Section
368 of the Code.

SECTION 4.11 Contracts. Schedule 4.11 of the Company Disclosure Schedule sets
forth a list of each contract or agreement that is material to the business,
assets, liabilities, financial condition or results of operations of Company
and Company Subsidiaries taken as a whole (each, a "Material Contract"). Except
as set forth in Schedule 4.11 of the Company Disclosure Schedule, neither
Company nor any Company Subsidiary is in material violation of or default under
(nor does there exist any condition which with the passage of time or the
giving of notice could reasonably be expected to cause such a material
violation of or default under) any Material Contract. Each Material Contract is
in full force and effect and is a legal, valid and binding obligation of
Company or a Company Subsidiary and, to the knowledge of Company, each of the
other parties thereto, enforceable in accordance with its terms, except to the
extent that enforceability thereof may be limited by

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applicable bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by principles of
equity regarding the availability of remedies.

SECTION 4.12 Litigation. There is no suit, claim, action, proceeding or
investigation pending or, to the knowledge of Company, threatened against
Company or any Company Subsidiary that could reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect or
materially interfere with Company's ability to consummate the transactions
contemplated herein. Company is not aware of any facts or circumstances which
could reasonably be expected to result in the denial of insurance coverage
under policies issued to Company and Company Subsidiaries in respect of such
suits, claims, actions, proceedings and investigations, except in any case as
could not reasonably be expected to have, individually or in the aggregate, a
Company Material Adverse Effect. Neither Company nor any Company Subsidiary is
subject to any outstanding order, writ, injunction or decree which could
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect or materially interfere with Company's ability to
consummate the transactions contemplated herein.

SECTION 4.13 Environmental Matters. Except as could not reasonably be
expected to have, individually or in the aggregate, a Company Material Adverse
Effect, (i) Company and the Company Subsidiaries are in compliance with all
applicable Environmental Laws and all Company Permits required by Environmental
Laws; (ii) all past noncompliance of Company or any Company Subsidiary with
Environmental Laws or Environmental Permits has been resolved without any
pending, ongoing or future obligation, cost or liability; and (iii) neither
Company nor any Company Subsidiary has released a Hazardous Material at, or
transported a Hazardous Material to or from, any real property currently or
formerly owned, leased or occupied by Company or any Company Subsidiary, in
violation of any Environmental Law.

SECTION 4.14 Intellectual Property.

(a) All trademarks, trade names, service marks, trade dress, and all goodwill
associated with any of the foregoing, patents, Internet domain names,
copyrights and any renewal rights therefor, technology, supplier lists, trade
secrets, know-how, computer software programs or applications in both source
and object code form, technical documentation of such software programs,
registrations and applications for any of the foregoing and all other tangible
or intangible proprietary information or materials that are or have been used
(including without limitation in the development of) Company's business and/or
in any product, technology or process (i) currently being or formerly
manufactured, published or marketed by Company or (ii) previously or currently
under development for possible future manufacturing, publication, marketing or
other use by Company are hereinafter referred to as the "Company Intellectual
Property."

(b) The Company Disclosure Schedule contains a true and complete list of
Company's patents, patent applications, trademarks, trademark applications,
trade names, service marks, service mark applications, Internet domain names,
Internet domain name applications, copyrights and copyright registrations and
applications all such existing worldwide, owned by Company and includes details
of all due dates for further filings, maintenance, payments or other actions
falling due within twelve (12) months of the Closing Date. All of Company's
patents, patent applications, registered trademarks, and trademark
applications, and registered copyrights remain in good standing with all fees
and filings due as of the Closing Date duly made and the due dates specified in
the Company Disclosure Schedule are accurate and complete.

(c) The Company Intellectual Property consists solely of items and rights
which are: (i) owned by Company; or (ii) rightfully used by Company pursuant to
a valid license (the "Company Licensed Intellectual Property"), the parties and
date of each such license agreement and each material agreement in which
Company is the licensor or owner of the subject rights in the agreement being
set forth on Schedule 4.14(c) of the Company Disclosure Schedule. Company has
all rights in Company Intellectual Property necessary to carry out Company's
current activities (and had all rights necessary to carry out its former
activities at the time such activities were being conducted), including without
limitation, to the extent required to carry out such activities, rights to
make, use, reproduce, modify, adopt, create derivative works based on,
translate, distribute (directly

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and indirectly), transmit, display and perform publicly, license, rent and
lease and, other than with respect to the Company Licensed Intellectual
Property, assign and sell, the Company Intellectual Property.

(d) The reproduction, manufacturing, distribution, licensing, sublicensing or
sale of any Company Intellectual Property, now used or offered or proposed for
use, licensing or sale by Company does not infringe on any patent, copyright,
trademark, service mark, trade name, trade dress, firm name, Internet domain
name, logo, trade dress, of any person and does not constitute a
misappropriation of any trade secret. No claims (i) challenging the validity,
effectiveness or ownership by Company of any of the Company Intellectual
Property, or (ii) to the effect that the use, distribution, licensing,
sublicensing or sale of the Company Intellectual Property as now used or
offered or proposed for use, licensing, sublicensing or sale by Company
infringes or will infringe on any intellectual property or other proprietary
right of any person have been asserted or, to the knowledge of Company, are
threatened by any person or have been made or threatened by any person against
the Company's distributors. To the knowledge of Company, there is no
unauthorized use, infringement or misappropriation of any of the Company
Intellectual Property by any third party, employee or former employee.

(e) All Company Intellectual Property has been solely developed by full time
employees within the scope of his or her employment with the Company. All
employee contribution or participation in the conception and development of the
Company Intellectual Property on behalf of Company constitutes work prepared by
an employee within the scope of his or her employment in accordance with
applicable federal and state law that has accorded Company ownership of all
tangible and intangible property thereby arising.

(f) Company is not, nor as a result of the execution or delivery of this
Agreement, or performance of Company's obligations hereunder, will Company be,
in violation of any material license, sublicense, agreement or instrument to
which Company is a party or otherwise bound, nor will execution or delivery of
this Agreement, or performance of Company's obligations hereunder, cause the
diminution, termination or forfeiture of any material Company Intellectual
Property, except for violations, diminutions, terminations or forfeitures that
would not reasonably be expected to have a Company Material Adverse Effect.

(g) Schedule 4.14(g) of the Company Disclosure Schedule contains a true and
complete list of all of Company's internally-developed software programs (the
"Company Software Programs"). Company owns full and unencumbered right and
good, valid and marketable title to such Company Software Programs and all
material Company Intellectual Property free and clear of all mortgages,
pledges, liens, security interests, conditional sales agreements or
encumbrances.

(h) The source code and system documentation relating to the Company
Software Programs (i) have at all times been maintained in strict confidence,
(ii) have been disclosed by Company only to employees on a need to know basis
in connection with the performance of their duties to Company, and (iii) to the
Company's knowledge, have not been disclosed to any third party.

(i) The Company Software Programs (i) have been designed to ensure year 2000
compatibility, which includes, but is not limited to, being able to provide
specific dates and calculate spans of dates within and between twentieth
century and twenty-first century, prior to, including and following January 1,
2000; (ii) operate and will operate in accordance with their specifications and
correctly process day and date calculations for dates prior and up to December
31, 1999, and on and after January 1, 2000, prior to, during and after the
calendar year 2000; and (iii) shall not end abnormally or provide invalid or
incorrect results as a result of date data, specifically including date data
which represents or references different centuries or more than one century.

(j) Except as set forth in the Company Disclosure Schedule, Company does not
owe any outstanding or past due royalties or other payments to third parties in
respect of Company Licensed Intellectual Property. All royalties or other
payments set forth in the Company Disclosure Schedule that have accrued prior
to the Closing Date have been paid.

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(k) To the Company's knowledge, the Company Software Programs contain no
"viruses". For the purposes of this Agreement, "virus" means any computer code
intentionally designed to disrupt, disable or harm in any manner the operation
of any software or hardware.

SECTION 4.15 Taxes.

(a) Company and each of Company Subsidiaries, and any consolidated, combined,
unitary or aggregate group for Tax purposes of which Company or any Company
Subsidiary is or has been a member, have properly completed and timely filed
all Tax Returns required to be filed by them and have paid all Taxes shown
thereon to be due. Company has provided adequate accruals in accordance with
generally accepted accounting principles in its February 28, 1999 balance sheet
contained in the Company Reports (the "February 1999 Balance Sheet") for any
Taxes that have not been paid, whether or not shown as being due on any Tax
Returns. Company and the Company Subsidiaries have no material liability for
unpaid Taxes accruing after February 28, 1999.

(b) There is (i) no material claim for Taxes that is a lien against the
property of Company or any Company Subsidiary or is being asserted against
Company or any Company Subsidiary other than liens for Taxes not yet due and
payable, (ii) no audit of any Tax Return of Company or any Company Subsidiary
being conducted by a Tax Authority; (iii) no extension of the statute of
limitations on the assessment of any Taxes granted by Company or any Company
Subsidiary and currently in effect, and (iv) no agreement, contract or
arrangement to which Company or any Company Subsidiary is a party that may
result in the payment of any amount that would not be deductible by reason of
Section 280G or Section 404 of the Code.

(c) There has been no change in ownership of Company or any Company
Subsidiaries that has caused the utilization of any losses of such entities to
be limited pursuant to Section 382 of the Code, and any loss carryovers
reflected on the February 1999 Balance Sheet are properly computed and
reflected.

(d) Company and the Company Subsidiaries have not been and will not be
required to include any material adjustment in taxable income for Tax period
(or portion thereof) pursuant to Section 481 or 263A of the Code or any
comparable provision under state or foreign Tax laws as a result of
transactions, events or accounting methods employed prior to the Merger.

(e) Neither Company nor any Company Subsidiary has filed or will file any
consent to have the provisions of Section 341(f)(2) of the Code (or comparable
provisions of any state Tax laws) apply to Company or any Company Subsidiary.

(f) Neither Company nor any Company Subsidiary is a party to any Tax sharing
or Tax allocation agreement nor does Company or any Company Subsidiary have any
liability or potential liability to another party under any such agreement.

(g) Neither Company nor any Company Subsidiary has filed any disclosures
under Section 6662 or comparable provisions of state, local or foreign law to
prevent the imposition of penalties with respect to any Tax reporting position
taken on any Tax Return.

(h) Neither Company nor any Company Subsidiary has ever been a member of a
consolidated, combined or unitary group of which Company was not the ultimate
parent corporation.

(i) Company and each Company Subsidiary has in its possession receipts for
any Taxes paid to foreign Tax authorities. Neither Company nor any Company
Subsidiary has ever been a "personal holding company" within the meaning of
Section 542 of the Code or a "United States real property holding corporation"
within the meaning of Section 897 of the Code.

SECTION 4.16 Insurance. Company and each Company Subsidiary is presently
insured, and during each of the past five calendar years has been insured,
against such risks as companies engaged in a similar

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business would, in accordance with good business practice, customarily be
insured. The policies of fire, theft, liability and other insurance maintained
with respect to the assets or businesses of Company and Company Subsidiaries
provide reasonably adequate coverage against loss. Company has heretofore
furnished to Parent a complete and correct list as of the date hereof of all
insurance policies maintained by Company or the Company Subsidiaries, and has
made available to Parent complete and correct copies of all such policies,
together with all riders and amendments thereto. All such policies are in full
force and effect and all premiums due thereon have been paid to the date
hereof. Company and the Company Subsidiaries have complied in all material
respects with the terms of such policies.

SECTION 4.17 Properties. Company and the Company Subsidiaries have good and
valid title, free and clear of all Encumbrances, except for Permitted
Encumbrances, to all their material properties and assets, whether tangible or
intangible, real, personal or mixed, reflected in the Company's consolidated
financial statements contained in the Company's Annual Report on Form 10-K for
the period ended February 28, 1999 as being owned by Company and the Company
Subsidiaries as of the date thereof, other than (i) any properties or assets
that have been sold or otherwise disposed of in the ordinary course of business
since the date of such financial statements, (ii) liens disclosed in the notes
to such financial statements and (iii) liens arising in the ordinary course of
business after the date of such financial statements. All buildings, and all
fixtures, equipment and other property and assets that are material to its
business on a consolidated basis, held under leases or sub-leases by Company or
any Company Subsidiary are held under valid instruments enforceable in
accordance with their respective terms, subject to applicable laws of
bankruptcy, insolvency or similar laws relating to creditors' rights generally
and to general principles of equity (whether applied in a proceeding in law or
equity). Substantially all of Company's and the Company Subsidiaries' equipment
in regular use has been reasonably maintained and is in serviceable condition,
reasonable wear and tear excepted.

SECTION 4.18 Affiliates. Schedule 4.18 of the Company Disclosure Schedule
sets forth the names and addresses of each person who is, in Company's
reasonable judgment, an affiliate (as such term is used in Rule 145 under the
Securities Act or under applicable SEC accounting releases with respect to
pooling of interests accounting treatment) of Company.

SECTION 4.19 Opinion of Financial Advisor. Donaldson, Lufkin & Jenrette
("Company Financial Advisor") has delivered to the board of directors of
Company its opinion to the effect that the Exchange Ratio to be received by the
holders of shares of Company Common Stock is fair to such holders from a
financial point of view.

SECTION 4.20 Brokers.

(a) No broker, finder or investment banker (other than Company Financial
Advisor) is entitled to any brokerage, finder's or other fee or commission in
connection with the Merger based upon arrangements made by or on behalf of
Company. Company has heretofore made available to Parent true, complete and
correct copies of all agreements between Company and Company Financial Advisor
pursuant to which such firm would be entitled to any payment relating to the
Merger.

(b) Attached hereto as Schedule 4.20(b) of the Company Disclosure Schedule
are true, complete and correct copies of all agreements between Company and the
Company Financial Advisor. Other than as attached hereto as Schedule 4.20(b) of
the Company Disclosure Schedule, there are no other agreements between Company
and the Company Financial Advisor.

SECTION 4.21 Certain Business Practices. Neither Company nor any Company
Subsidiary nor any directors, officers, agents or employees of Company or any
Company Subsidiary (in their capacities as such) has (i) used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity or (ii) made any unlawful payment to foreign or
domestic government officials or employees

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<PAGE>

or to foreign or domestic political parties or campaigns or violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended.

SECTION 4.22 Section 912 of the NYBCL Not Applicable. The Board of Directors
of Company has approved the Merger and this Agreement, and such approval is
sufficient to render inapplicable to the Merger and this Agreement and the
transactions contemplated hereby the provisions of Section 912 of the NYBCL,
assuming that Parent and its "associates" and "affiliates" (as defined therein)
collectively beneficially own, and have beneficially owned at all times during
the five (5) year period prior to the date hereof, less than twenty percent
(20%) of the Company Common Stock outstanding.

SECTION 4.23 Business Activity Restriction. Except as set forth in Schedule
4.23 of the Company Disclosure Schedule, there is no non-competition or other
similar agreement, commitment, judgment, injunction, order or decree to which
Company or any subsidiary of Company is a party or subject to that has or could
reasonably be expected to have the effect of prohibiting or impairing the
conduct of business by Company. Company has not entered into any agreement
under which Company is restricted from selling, licensing or otherwise
distributing any of its technology or products to, or providing services to,
customers or potential customers or any class of customers, in any geographic
area, during any period of time or in any segment of the market or line of
business.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF PARENT AND MERGER SUB

Each of Parent and Merger Sub hereby represents and warrants to Company,
subject to the exceptions specifically disclosed in the Parent Disclosure
Schedule, all such exceptions to be referenced to a specific representation set
forth in this Article V, that:

SECTION 5.01 Organization and Qualification; Subsidiaries.

(a) Parent and each directly and indirectly owned subsidiary of Parent,
including Merger Sub, (the "Parent Subsidiaries") has been duly organized and
is validly existing and in good standing (to the extent applicable) under the
laws of the jurisdiction of its incorporation or organization, as the case may
be, and has the requisite corporate power and authority and all necessary
governmental approvals to own, lease and operate its properties and to carry on
its business as it is now being conducted. Parent and each Parent Subsidiary,
including Merger Sub, is duly qualified or licensed to do business, and is in
good standing (to the extent applicable), in each jurisdiction where the
character of the properties owned, leased or operated by it or the nature of
its business makes such qualification or licensing necessary, except for such
failures to be so qualified or licensed and in good standing that could not
reasonably be expected to have, individually or in the aggregate, a Parent
Material Adverse Effect.

(b) Schedule 5.01 of the Parent Disclosure Schedule sets forth, as of the
date of this Agreement, a true and complete list of each Parent Subsidiary,
together with (i) the jurisdiction of incorporation or organization of each
Parent Subsidiary and the percentage of each Parent Subsidiary's outstanding
capital stock or other equity interests owned by Parent or another Parent
Subsidiary and (ii) an indication of whether each Parent Subsidiary is a
"Significant Subsidiary" as defined in Regulation S-X under the Exchange Act.
Neither Parent nor any Parent Subsidiary owns an equity interest in any
partnership or joint venture arrangement or other business entity that is
material to the business, assets, liabilities, financial condition or results
of operations of Parent and the Parent Subsidiaries, taken as a whole.

SECTION 5.02 Certificate of Incorporation and Bylaws. The copies of each of
Parent's and Merger Sub's certificate of incorporation and bylaws previously
provided to Company by Parent are true, complete and

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correct copies thereof. Such certificates of incorporation and bylaws are in
full force and effect. Parent is not in violation of any of the provisions of
its certificate of incorporation or bylaws.

SECTION 5.03 Capitalization.

(a) The authorized capital stock of Parent consists of 50,000,000 shares of
Parent Common Stock and 5,000,000 shares of preferred stock. As of the date
hereof (i) 21,843,891 shares of Parent Common Stock are issued and outstanding,
all of which are validly issued, fully paid and nonassessable, (ii) no shares
of Parent Common Stock are held in the treasury of Parent, (iii) no shares of
Parent Common Stock are held by the Parent Subsidiaries, (iv) 3,088,425 shares
of Parent Common Stock are reserved for future issuance pursuant to outstanding
options and warrants to purchase Parent Common Stock ("Parent Stock Options"),
(v) no shares of Parent preferred stock are issued and outstanding and (vi)
750,000 shares of Parent Common Stock are reserved for issuance pursuant to the
Parent ESPP, of which no shares have been issued. Except for the shares of
Parent Common Stock issuable pursuant to the Parent Stock Plans and the Parent
ESPP, there are no options, warrants or other rights, agreements, arrangements
or commitments of any character to which Parent is a party or by which Parent
is bound relating to the issued or unissued capital stock of Parent or any
Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or
sell any shares of capital stock of, or other equity interests in, Parent or
any Parent Subsidiary. All shares of Parent Common Stock subject to issuance as
aforesaid, upon issuance prior to the Effective Time on the terms and
conditions specified in the instruments pursuant to which they are issuable,
will be duly authorized, validly issued, fully paid and nonassessable. There
are no outstanding contractual obligations of Parent or any Parent Subsidiary
to repurchase, redeem or otherwise acquire any shares of Parent Common Stock or
any capital stock of any Parent Subsidiary. Each outstanding share of capital
stock of each Parent Subsidiary is duly authorized, validly issued, fully paid
and nonassessable and each such share owned by Parent or another Parent
Subsidiary is free and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on Parent's or such
other Parent Subsidiary's voting rights, charges and other encumbrances of any
nature whatsoever. There are no material outstanding contractual obligations of
Parent or any Parent Subsidiary to provide funds to, or make any material
investment (in the form of a loan, capital contribution or otherwise) in, any
Parent Subsidiary or any other person.

(b) The officers and directors of Parent, in the aggregate, own of record and
beneficially more than ten percent (10%) of the Parent Common Stock
outstanding, on a fully-diluted basis.

SECTION 5.04 Authority Relative to This Agreement. Each of Parent and Merger
Sub has all necessary corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by each of
Parent and Merger Sub and the consummation by Parent and Merger Sub of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action, and no other corporate proceedings on the part of
Parent or Merger Sub are necessary to authorize this Agreement or to consummate
such transactions (other than the approval of this Agreement and the Merger by
the holders of a majority of the outstanding shares of Parent Common Stock
present at the Parent Shareholders' Meeting and the consent of Parent as sole
shareholder of Merger Sub). This Agreement has been duly executed and delivered
by each of Parent and Merger Sub and, assuming the due authorization, execution
and delivery by Company, constitutes a legal, valid and binding obligation of
each of Parent and Merger Sub enforceable against Parent and Merger Sub in
accordance with its terms.

SECTION 5.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by Parent and Merger Sub
does not, and the performance by Parent and Merger Sub of their obligations
hereunder and the consummation of the Merger will not, (i) conflict with or
violate any provision of the articles of incorporation or bylaws of Parent or
any equivalent organizational documents of any Parent Subsidiary, (ii) assuming
that all consents, approvals, authorizations and permits described in Section
5.05(b) have been obtained and all filings and notifications described in
Section 5.05(b) have been made, conflict with or violate any Law applicable to
Parent or any other

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<PAGE>

Parent Subsidiary or by which any property or asset of Parent or any Parent
Subsidiary is bound or affected or (iii) result in any breach of or constitute
a default (or an event which with the giving of notice or lapse of time or both
could reasonably be expected to become a default) under, or give to others any
right of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or other encumbrance on any property or asset of Parent
or any Parent Subsidiary pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation.

(b) The execution and delivery of this Agreement by Parent and Merger Sub
does not, and the performance by Parent and Merger Sub of their obligations
hereunder and the consummation of the Merger will not, require any consent,
approval, authorization or permit of, or filing by Parent with or notification
by Parent to, any Governmental Entity, except pursuant to applicable
requirements of the Exchange Act, the Securities Act, Blue Sky Laws, the rules
and regulations of the NNM, the premerger notification requirements of the HSR
Act, if any, and the filing and recordation of the Certificate of Merger as
required by the DGCL.

SECTION 5.06 Permits; Compliance with Laws. Parent and the Parent
Subsidiaries are in possession of all franchises, grants, authorizations,
licenses, establishment registrations, product listings, permits, approvals and
orders of any Governmental Entity necessary for Parent or any Parent Subsidiary
to own, lease and operate its properties and assets or otherwise to carry on
its business as it is now being conducted (collectively, the "Parent Permits"),
and, as of the date of this Agreement, none of the Parent Permits has been
suspended or cancelled nor is any such suspension or cancellation pending or,
to the knowledge of Parent, threatened. Neither Parent nor any Parent
Subsidiary is in conflict with, or in default or violation of, (i) any Law
applicable to Parent or any Parent Subsidiary or by which any property or asset
of Parent or any Parent Subsidiary is bound or affected or (ii) any Parent
Permits, except for such conflicts, defaults or violations that could not
reasonably be expected to have, individually or in the aggregate, a Parent
Material Adverse Effect. Schedule 5.06 of the Parent Disclosure Schedule sets
forth, as of the date of this Agreement, all actions, proceedings,
investigations or surveys pending or, to the knowledge of Parent, threatened
against Parent or any Parent Subsidiary that could reasonably be expected to
result in the suspension or cancellation of any material Parent Permit. Since
January 1, 1996, neither Parent nor any Parent Subsidiary has received from any
Governmental Entity any written notification with respect to possible
conflicts, defaults or violations of Laws.

SECTION 5.07 Absence of Certain Changes or Events. Except as otherwise set
forth on Schedule 5.07 of the Parent Disclosure Schedule, since March 17, 1999,
Parent and the Parent Subsidiaries have conducted their businesses only in the
ordinary course consistent with past practice and, since such date, there has
not been (i) any Parent Material Adverse Effect, (ii) any event that could
reasonably be expected to prevent or materially delay the performance of
Parent's obligations pursuant to this Agreement and the consummation of the
Merger by Parent, (iii) any material change by Parent in its accounting
methods, principles or practices, (iv) any declaration, setting aside or
payment of any dividend or distribution in respect of the shares of Parent
Common Stock or any redemption, purchase or other acquisition of any of
Parent's securities, (v) except in the ordinary course of business consistent
with past practice, any increase in the compensation or benefits or
establishment of any bonus, insurance, severance, deferred compensation,
pension, retirement, profit sharing, stock option (including, without
limitation, the granting of stock options, stock appreciation rights,
performance awards or restricted stock awards), stock purchase or other
employee benefit plan, or any other increase in the compensation payable or to
become payable to any executive officers of Parent or any Parent Subsidiary,
(vi) any issuance or sale of any stock, notes, bonds or other securities other
than pursuant to the exercise of outstanding securities, or entering into any
agreement with respect thereto, (vii) any amendment to the Parent's certificate
of incorporation or bylaws, (viii) other than in the ordinary course of
business, any (x) purchase, sale, assignment or transfer of any material
assets, (y) mortgage, pledge or the institution of any lien, encumbrance or
charge on any material assets or properties, tangible or intangible, except for
liens for taxes not yet delinquent and such other liens, encumbrances or
charges which do not, individually or in the aggregate, have a Parent Material
Adverse Effect, or (z) waiver of any rights of material value or cancellation
or any material debts or claims, (ix) any incurrence of any material liability
(absolute or contingent), except for current liabilities and obligations
incurred in the ordinary course of business consistent with past practice, (x)
any

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<PAGE>

incurrence of any damage, destruction or similar loss, whether or not covered
by insurance, materially affecting the business or properties of Parent or any
Parent Subsidiary, or (xi) any entering into any transaction of a material
nature other than in the ordinary course of business, consistent with past
practices.

SECTION 5.08 SEC Filings; Financial Statements.

(a) Parent has timely filed all forms, reports, statements and documents
required to be filed by it (A) with the SEC and the NNM since March 17, 1999
(collectively, together with any such forms, reports, statements and documents
Parent may file subsequent to the date hereof until the Closing, the "Parent
Reports") and (B) with any other Governmental Entities. Each Parent Report (i)
was prepared in accordance with the requirements of the Securities Act, the
Exchange Act or the NNM, as the case may be, and (ii) did not at the time it
was filed contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading. Each form, report, statement and document referred
to in clause (B) of this paragraph was prepared in all material respects in
accordance with the requirements of applicable Law. No Parent Subsidiary is
subject to the periodic reporting requirements of the Exchange Act or required
to file any form, report or other document with the SEC, the NNM, any other
stock exchange or any other comparable Governmental Entity.

(b) Each of the consolidated financial statements (including, in each case,
any notes thereto) contained in the Parent Reports was prepared in accordance
with U.S. GAAP applied on a consistent basis throughout the periods indicated
(except as may be indicated in the notes thereto) and each presented fairly the
consolidated financial position of Parent and the Parent Subsidiaries as at the
respective dates thereof, and their consolidated results of operations,
stockholders' equity and cash flows for the respective periods indicated
therein, except as otherwise noted therein (subject, in the case of unaudited
statements, to normal and recurring immaterial year-end adjustments).

(c) Except as and to the extent set forth or reserved against on the
consolidated balance sheet of Parent and the Parent Subsidiaries as of December
31, 1998 as reported in the Parent Reports, none of Parent or any Parent
Subsidiary has any liabilities or obligations of any nature (whether accrued,
absolute, contingent or otherwise) that would be required to be reflected on a
balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except
for liabilities or obligations incurred in the ordinary course of business
consistent with past practice since December 31, 1998.

SECTION 5.09 Pooling; Certain Tax Matters. Neither Parent nor, to the
knowledge of Parent, any of its affiliates has taken or agreed to take any
action (other than actions contemplated by this Agreement) that could
reasonably be expected to prevent (a) the Merger from being treated for
accounting purposes as a "pooling of interests" in accordance with U.S. GAAP
and the accounting standards of the SEC or (b) the Merger from constituting a
"reorganization" under Section 368 of the Code. Parent is not aware of any
agreement, plan or other circumstance that could reasonably be expected to
prevent the Merger from being so treated as a "pooling of interests" or from so
qualifying as a reorganization under Section 368 of the Code.

SECTION 5.10 Litigation. There is no suit, claim, action, proceeding or
investigation pending or, to the knowledge of Parent, threatened against Parent
or any Parent Subsidiary that could reasonably be expected to have,
individually or in the aggregate, a Parent Material Adverse Effect or
materially interfere with Parent's ability to consummate the transactions
contemplated herein, and, to the knowledge of Parent, there are no existing
facts or circumstances that could reasonably be expected to result in such a
suit, claim, action, proceeding or investigation. Parent is not aware of any
facts or circumstances which could reasonably be expected to result in the
denial of insurance coverage under policies issued to Parent and Parent
Subsidiaries in respect of such suits, claims, actions, proceedings and
investigations, except in any case as could not reasonably be expected to have,
individually or in the aggregate, a Parent Material Adverse Effect. Neither
Parent nor any Parent Subsidiary is subject to any outstanding order, writ,
injunction or decree which could

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reasonably be expected to have, individually or in the aggregate, a Parent
Material Adverse Effect or materially interfere with Parent's ability to
consummate the transactions contemplated herein.

SECTION 5.11 Taxes. Parent and each of Parent Subsidiaries, and any
consolidated, combined, unitary or aggregate group for Tax purposes of which
Parent or any Parent Subsidiary is or has been a member, have properly
completed and timely filed all Tax Returns required to be filed by them and
have paid all Taxes shown thereon to be due. Parent has provided adequate
accruals in accordance with generally accepted accounting principles in its
December 31, 1998 balance sheet contained in the Parent Reports for any Taxes
that have not been paid, whether or not shown as being due on any Tax Returns.
Parent and the Parent Subsidiaries have no material liability for unpaid Taxes
accruing after December 31, 1998.

SECTION 5.12 Brokers. No broker, finder or investment banker (other than
(BancBoston Robertson Stephens (the "Parent Financial Advisor")) is entitled to
any brokerage, finder's or other fee or commission in connection with the
Merger based upon arrangements made by or on behalf of Parent. Parent has
heretofore made available to Company true, complete and correct copies of all
agreements between Parent and Parent Financial Advisor pursuant to which such
firm would be entitled to any payment relating to the Merger.

SECTION 5.13 Certain Business Practices. Neither Parent nor any Parent
Subsidiary nor any directors, officers, agents or employees of Parent or any
Parent Subsidiary (in their capacities as such) has (i) used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity or (ii) made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic political
parties or campaigns or violated any provision of the Foreign Corrupt Practices
Act of 1977, as amended.

SECTION 5.14 Section 203 of the DGCL Not Applicable. The Board of Directors
of Parent has approved the Merger and this Agreement, and such approval is
sufficient to render inapplicable to the Merger, to this Agreement and the
transactions contemplated hereby the provisions of Section 203 of the DGCL,
assuming that Company and its "affiliates" (as defined therein) collectively
beneficially own, and have beneficially owned at all times during the five (5)
year period prior to the date hereof, less than twenty percent (20%) of the
Parent Common Stock outstanding.

SECTION 5.15 No Prior Activities. Except for liabilities incurred in
connection with its incorporation or organization, and consummation of this
Agreement and the transactions contemplated hereby, Merger Sub has not incurred
any liabilities, and has not engaged in any business or activities of any type
or kind whatsoever or entered into any agreements or arrangements with any
person or entity. Merger Sub is a wholly owned subsidiary of Parent.

SECTION 5.16 Employee Benefit Plans; Labor Matters.

(b) Each Parent Benefit Plan has been administered in all material respects
in accordance with its terms and all applicable laws, including, without
limitation, ERISA and the Code, and all contributions required to be made under
the terms of any of the Parent Benefit Plans as of the date of this Agreement
have been timely made or have been reflected on the most recent consolidated
balance sheet filed or incorporated by reference in the Parent Reports prior to
the date of this Agreement. With respect to the Parent Benefit Plans, no event
has

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occurred and, to the knowledge of Parent, there exists no condition or set of
circumstances in connection with which Parent or any Parent ERISA Affiliate
could be subject to any material liability (other than for routine benefit
liabilities) under the terms of such Parent Benefit Plans, ERISA, the Code or
any other applicable Law.

(c) Parent on behalf of itself and all of the Parent ERISA Affiliates hereby
represents that: (i) each Parent Benefit Plan which is intended to be qualified
under Section 401(a) of the Code or Section 401(k) of the Code has received a
favorable determination letter from the IRS as to its qualified status under
the Code, and each trust established in connection with any Parent which is
intended to be exempt from federal income taxation under Section 501(a) of the
Code has received a determination letter from the IRS that it is so exempt, and
to Parent's knowledge no fact or event has occurred since the date of such
determination letter from the IRS to adversely affect the qualified status of
any such Parent Benefit Plan or the exempt status of any such trust; and (ii)
to Parent's knowledge there has been no prohibited transaction (within the
meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to
any Parent Benefit Plan. No suit, administrative proceeding, action or other
litigation has been brought, or to the knowledge of Parent is threatened,
against or with respect to any such Parent Benefit Plan, including any audit or
inquiry by the Internal Revenue Service or United States Department of Labor
(other than routine benefits claims).

(d) No Parent Benefit Plan is a multiemployer pension plan (as defined in
Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and
neither the Parent nor any Parent ERISA Affiliate has sponsored or contributed
to or been required to contribute to a multiemployer pension plan or other
pension plan subject to Title IV of ERISA. No material liability under Title IV
of ERISA has been incurred by Parent or any Parent ERISA Affiliate that has not
been satisfied in full, and no condition exists that presents a material risk
to Parent or any Parent ERISA Affiliate of incurring or being subject (whether
primarily, jointly or secondarily) to a material liability thereunder. None of
the assets of Parent or any Parent ERISA Affiliate is, or may reasonably be
expected to become, the subject of any lien arising under ERISA or Section
412(n) of the Code.

(e) With respect to each Parent Benefit Plan that is subject to Title IV or
Part 3 of Title I of ERISA or Section 412 of the Code, (i) no reportable event
(within the meaning of Section 4043 of ERISA, other than an event that is not
required to be reported before or within 30 days of such event) has occurred or
is expected to occur, (ii) there was not an accumulated funding deficiency
(within the meaning of Section 302 of ERISA or Section 412 of the Code),
whether or not waived, as of the most recently ended plan year of such Parent
Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the
meaning of Section 4001(a)(18) of ERISA).

(f) Neither Parent nor any Parent Subsidiary is a party to any collective
bargaining or other labor union contract applicable to persons employed by
Parent or any Parent Subsidiary and no collective bargaining agreement is being
negotiated by Parent or any Parent Subsidiary. As of the date of this
Agreement, there is no labor dispute, strike or work stoppage against Parent or
any Parent Subsidiary pending or, to the knowledge of Parent, threatened which
may interfere with the respective business activities of Parent or any Parent
Subsidiary. As of the date of this Agreement, to the knowledge of Parent, none
of Parent, any Parent Subsidiary, or any of their respective representatives or
employees has committed any unfair labor practice in connection with the
operation of the respective businesses of Parent or any Parent Subsidiary, and
there is no charge or complaint against Parent or any Parent Subsidiary by the
National Labor Relations Board or any comparable Governmental Entity pending or
threatened in writing.

(g) Except as required by Law, no Parent Benefit Plan provides any of the
following retiree benefits to any person: medical, disability or life insurance
benefits. To Parent's knowledge, Parent and the Parent ERISA Affiliates are in
material compliance with (i) the requirements of the applicable health care
continuation and notice provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA") and the regulations (including proposed
regulations) thereunder and (ii) the applicable requirements of the Health
Insurance Portability and Accountability Act of 1996 and the regulations
(including the proposed regulations) thereunder.

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SECTION 5.17 Intellectual Property.

(a) All trademarks, trade names, service marks, trade dress, and all goodwill
associated with any of the foregoing, patents, Internet domain names,
copyrights and any renewal rights therefor, technology, supplier lists, trade
secrets, know-how, computer software programs or applications in both source
and object code form, technical documentation of such software programs,
registrations and applications for any of the foregoing and all other tangible
or intangible proprietary information or materials that are or have been used
(including without limitation in the development of) Parent's business and/or
in any product, technology or process (i) currently being or formerly
manufactured, published or marketed by Parent or (ii) previously or currently
under development for possible future manufacturing, publication, marketing or
other use by Parent are hereinafter referred to as the "Parent Intellectual
Property."

(b) Parent has all rights in Parent Intellectual Property necessary to carry
out Parent's current activities. No claims have been asserted or threatened
against Parent that challenge the validity or ownership of any Parent
Intellectual Property or allege that the use, reproduction, manufacturing,
distribution, licensing, sublicensing or sale of Parent Intellectual Property
infringes on any intellectual property or proprietary right of any person or
constitutes a misappropriation of any trade secret. All of Parent's patents,
patent applications, registered trademarks and trademark applications and
registered copyrights are in good standing with all fees and filings due as of
the Closing Date duly made. Parent owns full and unencumbered rights and good,
valid and marketable title to all of Parent's internally developed software.

ARTICLE VI

COVENANTS

SECTION 6.01 Conduct of Business by Company Pending the Closing. Company
agrees that, between the date of this Agreement and the Effective Time, unless
Parent shall otherwise agree in writing, (x) the respective businesses of
Company and the Company Subsidiaries shall be conducted only in, and Company
and the Company Subsidiaries shall not take any action except in, the ordinary
course of business consistent with past practice and (y) Company shall use all
reasonable efforts to keep available the services of such of the current
officers, significant employees and consultants of Company and the Company
Subsidiaries and to preserve the current relationships of Company and the
Company Subsidiaries with such of the corporate partners, customers, suppliers
and other persons with which Company or any Company Subsidiary has significant
business relations in order to preserve substantially intact its business
organization. Without limitation, neither Company nor any Company Subsidiary
shall, between the date of this Agreement and the Effective Time, directly or
indirectly, do, or agree to do, any of the following without the prior written
consent of Parent:

(a) amend or otherwise change its certificate of incorporation or bylaws
or equivalent organizational documents;

(b) issue, sell, pledge, dispose of, grant, transfer, lease, license,
guarantee or encumber, or authorize the issuance, sale, pledge,
disposition, grant, transfer, lease, license or encumbrance of, (i) any
shares of capital stock of Company or any Company Subsidiary of any class,
or securities convertible into or exchangeable or exercisable for any
shares of such capital stock, or any options, warrants or other rights of
any kind to acquire any shares of such capital stock, or any other
ownership interest (including, without limitation, any phantom interest),
of Company or any Company Subsidiary, other than the issuance of shares of
Company Common Stock pursuant to the exercise of stock options therefor
outstanding as of the date of this Agreement or (ii) any material property
or assets of Company or any Company Subsidiary except (A) transactions
pursuant to existing contracts, (B) dispositions, leases or licenses of
inventory in the ordinary course of business consistent with past practice
and (C) shares of Company Common Stock issued pursuant to the Company ESPP
in the ordinary course of business consistent with past practice;

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(c) (i) acquire (including, without limitation, by merger, consolidation,
or acquisition of stock or assets) any interest in any corporation,
partnership, other business organization or person or any division thereof,
other than the purchase of assets in the ordinary course of business
consistent with past practice; (ii) incur any indebtedness for borrowed
money (other than indebtedness with respect to working capital in amounts
consistent with past practice) or issue any debt securities or assume,
guarantee or endorse, or otherwise as an accommodation become responsible
for, the obligations of any person (other than a Company Subsidiary) for
borrowed money or make any loans or advances material to the business,
assets, liabilities, financial condition or results of operations of
Company and the Company Subsidiaries, taken as a whole; (iii) terminate,
cancel or request any material change in, or agree to any material change
in, any Company Material Contract or other License Agreement, in each case
other than in the ordinary course of business consistent with past
practice; (iv) make or authorize any capital expenditure, other than
capital expenditures in the ordinary course of business consistent with
past practice that have been budgeted for fiscal year 2000 and disclosed in
writing to Parent and that are not, in the aggregate, in excess of $625,000
for Company and the Company Subsidiaries taken as a whole; or (v) enter
into or amend any contract, agreement, commitment or arrangement that, if
fully performed, would not be permitted under this Section 6.01(c);

(d) declare, set aside, make or pay any dividend or other distribution,
payable in cash, stock, property or otherwise, with respect to any of its
capital stock, except that any Company Subsidiary may pay dividends or make
other distributions to Company or any other Company Subsidiary;

(e) reclassify, combine, split, subdivide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its capital stock except
repurchases of unvested shares at cost in connection with the termination
of the employment relationship with any employee pursuant to stock option
or purchase agreements in effect on the date hereof;

(f) amend or change the period (or permit any acceleration, amendment or
change) of exercisability of options granted under the Company Stock Plans
or authorize cash payments in exchange for any Company Stock Options
granted under any of such plans;

(g) amend the terms of, repurchase, redeem or otherwise acquire, or
permit any Company Subsidiary to repurchase, redeem or otherwise acquire,
any of its securities or any securities of any Company Subsidiary;

(h) increase the compensation payable or to become payable to its
directors, officers, consultants or employees, grant any rights to
severance or termination pay to, or enter into any employment or severance
agreement which provides benefits upon a change in control of Company that
would be triggered by the Merger with, any director, officer, consultant or
other employee of Company or any Company Subsidiary who is not currently
entitled to such benefits from the Merger, establish, adopt, enter into or
amend any collective bargaining, bonus, profit sharing, thrift,
compensation, stock option, restricted stock, pension, retirement, deferred
compensation, employment, termination, severance or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any director,
officer, consultant or employee of Company or any Company Subsidiary,
except to the extent required by applicable Law or the terms of a
collective bargaining agreement, or enter into or amend any contract,
agreement, commitment or arrangement between Company or any Company
Subsidiary and any of Company's directors, officers, consultants or
employees, except for increases in compensation paid to persons who are not
directors or officers of Company in the ordinary course of business
consistent with past practice;

(i) pay, discharge or satisfy any claims, liabilities or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other
than the payment, discharge or satisfaction of claims, liabilities or
obligations (A) in the ordinary course of business and consistent with past
practice or (B) claims, liabilities or obligations reflected on the
February 1999 Balance Sheet or (C) as otherwise set forth on Schedule 6.01
of the Company Disclosure Schedule;

(j) except as required by any Governmental Entity, make any material
change with respect to Company's accounting policies, principles, methods
or procedures, including, without limitation, revenue recognition policies,
other than as required by U.S. GAAP;

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(k) make any material Tax election or settle or compromise any material
Tax liability; or

(l) authorize or enter into any formal or informal agreement or otherwise
make any commitment to do any of the foregoing or to take any action which
would make any of the representations or warranties of Company contained in
this Agreement untrue or incorrect or prevent Company from performing or
cause Company not to perform its covenants hereunder or result in any of
the conditions to the Merger set forth herein not being satisfied.

SECTION 6.02 Notices of Certain Events. Each of Parent and Company shall give
prompt notice to the other of (i) any notice or other communication from any
person alleging that the consent of such person is or may be required in
connection with the Merger; (ii) any notice or other communication from any
Governmental Entity in connection with the Merger; (iii) any actions, suits,
claims, investigations or proceedings commenced or, to its knowledge,
threatened against, relating to or involving or otherwise affecting Parent or
the Parent Subsidiaries or Company or the Company Subsidiaries, respectively,
which, if pending on the date hereof, would have been required to have been
disclosed in this Agreement, or that relate to the consummation of the Merger;
(iv) the occurrence of a default or event that, with the giving of notice or
lapse of time or both, will become a default under any Parent Material Contract
or Company Material Contract, respectively; and (v) any change that could
reasonably be expected to have a Parent Material Adverse Effect or a Company
Material Adverse Effect, respectively, or to delay or impede the ability of
either Parent or Company, respectively, to perform their respective obligations
pursuant to this Agreement and to effect the consummation of the Merger.

SECTION 6.03 Access to Information; Confidentiality.

(a) Except as required pursuant to any confidentiality agreement or similar
agreement or arrangement to which Parent or Company or any of the Parent
Subsidiaries or the Company Subsidiaries is a party or pursuant to applicable
Law or the regulations or requirements of any stock exchange or other
regulatory organization with whose rules a party hereto is required to comply,
from the date of this Agreement to the Effective Time, Parent and Company shall
(and shall cause the Parent Subsidiaries and Company Subsidiaries,
respectively, to) (i) provide to the other (and its officers, directors,
employees, accountants, consultants, legal counsel, agents and other
representatives (collectively, "Representatives")) access at reasonable times
upon prior notice to its and its subsidiaries' officers, employees, agents,
properties, offices and other facilities and to the books and records thereof,
and (ii) furnish promptly such information concerning its and its subsidiaries'
business, properties, contracts, assets, liabilities and personnel as the other
party or its Representatives may reasonably request. No investigation conducted
pursuant to this Section 6.03 shall affect or be deemed to modify any
representation or warranty made in this Agreement.

(b) The parties hereto shall comply with, and shall cause their respective
Representatives to comply with, all of their respective obligations under the
Confidentiality Agreement with respect to the information disclosed pursuant to
this Section 6.03.

SECTION 6.04 No Solicitation of Transactions.

(a) Company shall not, directly or indirectly, and shall cause its
Representatives not to, directly or indirectly, solicit, initiate or encourage
(including by way of furnishing nonpublic information), any inquiries or the
making of any proposal or offer (including, without limitation, any proposal or
offer to its stockholders) that constitutes, or may reasonably be expected to
lead to, any Company Competing Transaction, or enter into or maintain or
continue discussions or negotiate with any person in furtherance of such
inquiries or to obtain a Company Competing Transaction, or agree to or endorse
any Company Competing Transaction, or authorize or permit any of Company's
Representatives or subsidiaries, or any Representative retained by Company's
subsidiaries, to take any such action; provided, however, that nothing
contained in this Section 6.04 shall prohibit the board of directors of Company
(i) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange
Act with regard to a tender or exchange offer not made in violation of this
Section 6.04 or (ii) prior to receipt of the approval by the stockholders of
Company of this Agreement and the Merger from providing information (subject to
a confidentiality agreement at least as restrictive as the Confidentiality

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Agreement) in connection with, and negotiating, another unsolicited, bona fide
written proposal regarding a Company Competing Transaction that (i) Company's
board of directors shall have concluded in good faith, after considering
applicable state law, on the basis of advice of independent outside counsel of
nationally recognized reputation, that failure to take such action would not be
a proper exercise of the Company's board of directors' fiduciary duties to
Company's stockholders under applicable law, (ii) if any cash consideration is
involved, shall not be subject to any financing contingency, and with respect
to which Company's board of directors shall have determined in the proper
exercise of its fiduciary duties to Company's stockholders that the acquiring
party is capable of consummating such Company Competing Transaction on the
terms proposed, and (iii) Company's board of directors shall have determined
(based upon the opinion of Company's independent financial advisors of
nationally recognized reputation) in the proper exercise of its fiduciary
duties to Company's stockholders that such Company Competing Transaction
provides greater value to the stockholders of Company than the Merger (and
Company's independent financial advisors of nationally recognized reputation
opine in writing that such Company Competing Transaction is superior from a
financial point of view) (any such Company Competing Transaction being referred
to herein as a "Company Superior Proposal"). Company shall notify Parent
promptly if any proposal or offer, or any inquiry or contact with any person
with respect thereto, regarding a Company Competing Transaction is made, such
notice to include the identity of the person making such proposal, offer,
inquiry or contact, and the terms of such Company Competing Transaction.
Company immediately shall cease and cause to be terminated all existing
discussions or negotiations with any parties conducted heretofore with respect
to a Company Competing Transaction. Company shall not release any third party
from, or waive any provision of, any confidentiality or standstill agreement to
which it is a party.

(b) Parent shall not, directly or indirectly, and shall cause its
Representatives not to, directly or indirectly, solicit, initiate or encourage
(including by way of furnishing nonpublic information), any inquiries or the
making of any proposal or offer (including, without limitation, any proposal or
offer to its stockholders) that constitutes, or may reasonably be expected to
lead to, any Parent Competing Transaction, or enter into or maintain or
continue discussions or negotiate with any person in furtherance of such
inquiries or to obtain a Parent Competing Transaction, or agree to or endorse
any Parent Competing Transaction, or authorize or permit any of Parent's
Representatives or subsidiaries, or any Representative retained by Parent's
subsidiaries, to take any such action; provided, however, that nothing
contained in this Section 6.04 shall prohibit the board of directors of Parent
(i) from complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange
Act with regard to a tender or exchange offer not made in violation of this
Section 6.04 or (ii) prior to receipt of the approval by the stockholders of
Parent of this Agreement and the Merger from providing information (subject to
a confidentiality agreement at least as restrictive as the Confidentiality
Agreement) in connection with, and negotiating, another unsolicited, bona fide
written proposal regarding a Parent Competing Transaction that (i) Parent's
board of directors shall have concluded in good faith, after considering
applicable state law, on the basis of advice of independent outside counsel of
nationally recognized reputation, that failure to take such action would not be
a proper exercise of the Parent's board of directors' fiduciary duties to
Parent's stockholders under applicable law, (ii) if any cash consideration is
involved, shall not be subject to any financing contingency, and with respect
to which Parent's board of directors shall have determined in the proper
exercise of its fiduciary duties to Parent's stockholders that the acquiring
party is capable of consummating such Parent Competing Transaction on the terms
proposed, and (iii) Parent's board of directors shall have determined (based
upon the opinion of Parent's independent financial advisors of nationally
recognized reputation) in the proper exercise of its fiduciary duties to
Parent's stockholders that such Parent Competing Transaction provides greater
value to the stockholders of Parent than the Merger (and Parent's independent
financial advisors of nationally recognized reputation opine in writing that
such Parent Competing Transaction is superior from a financial point of view)
(any such Parent Competing Transaction being referred to herein as a "Parent
Superior Proposal"). Parent shall notify Company promptly if any proposal or
offer, or any inquiry or contact with any person with respect thereto,
regarding a Parent Competing Transaction is made, such notice to include the
identity of the person making such proposal, offer, inquiry or contact, and the
terms of such Parent Competing Transaction. Parent immediately shall cease and
cause to be terminated all existing discussions or negotiations with any
parties conducted heretofore with respect to a Parent Competing

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Transaction. Parent shall not release any third party from, or waive any
provision of, any confidentiality or standstill agreement to which it is a
party.

SECTION 6.05 Tax-Free Transaction; Pooling.

(a) From and after the date of this Agreement, each party hereto shall use
all reasonable efforts to cause the Merger to qualify, and shall not knowingly
take any actions or cause any actions to be taken which could reasonably be
expected to prevent the Merger from (a) qualifying as a "reorganization" under
Section 368(a) of the Code or (b) being treated for financial accounting
purposes as a "pooling of interests" in accordance with U.S. GAAP and the
accounting standards of the SEC.

(b) Parent shall execute and deliver a certificate, in form reasonably
acceptable to Company, signed by an officer of Parent, setting forth factual
representations and covenants that will serve as a basis for the tax opinion
required under Section 8.02(c) hereof.

SECTION 6.06 Control of Operations. Nothing contained in this Agreement shall
give Parent, directly or indirectly, the right to control or direct the
operations of Company and the Company Subsidiaries prior to the Effective Time.
Prior to the Effective Time, Company shall exercise, consistent with the terms
and conditions of this Agreement, complete control and supervision over its
operations.

SECTION 6.07 Further Action; Consents; Filings.

(a) Upon the terms and subject to the conditions hereof, each of the parties
hereto shall use all reasonable efforts to (i) take, or cause to be taken, all
appropriate action, and do, or cause to be done, all things necessary, proper
or advisable under applicable Law or otherwise to consummate and make effective
the Merger, (ii) obtain from Governmental Entities any consents, licenses,
permits, waivers, approvals, authorizations or orders required to be obtained
or made by Parent or Company or any of their respective subsidiaries in
connection with the authorization, execution and delivery of this Agreement and
the consummation of the Merger and (iii) make all necessary filings, and
thereafter make any other required or appropriate submissions, with respect to
this Agreement and the Merger required under (A) the rules and regulations of
the NNM and the NSCM, (B) the Securities Act, the Exchange Act and any other
applicable Federal or state securities Laws, (C) the HSR Act, if any, and (D)
any other applicable Law. The parties hereto shall cooperate and consult with
each other in connection with the making of all such filings, including by
providing copies of all such documents to the nonfiling parties and their
advisors prior to filing, and none of the parties shall file any such document
if any of the other parties shall have reasonably objected to the filing of
such document. No party shall consent to any voluntary extension of any
statutory deadline or waiting period or to any voluntary delay of the
consummation of the Merger at the behest of any Governmental Entity without the
consent and agreement of the other parties hereto, which consent shall not be
unreasonably withheld or delayed.

(b) Each of Company and Parent will give (or will cause their respective
subsidiaries to give) any notices to third persons, and use, and cause their
respective subsidiaries to use, reasonable efforts to obtain any consents from
third persons necessary, proper or advisable to consummate the transactions
contemplated by this Agreement.

SECTION 6.08 Additional Reports. Company and Parent shall each furnish to the
other copies of any reports of the type referred to in Sections 4.07 and 5.06,
which it files with the SEC on or after the date hereof, and Company and
Parent, as the case may be, covenant and warrant that as of the respective
dates thereof, such reports will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Any unaudited consolidated interim
financial statements included in such reports (including any related notes and
schedules) will fairly present the financial position of Company and its
consolidated subsidiaries or Parent and its consolidated subsidiaries, as the
case may be, as of the dates thereof and the results of operations and changes
in financial position or other information including therein for the periods or
as of the date then ended (subject, where appropriate, to normal year-end
adjustments), in each case

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in accordance with past practice and U.S. GAAP consistently applied during the
periods involved (except as otherwise disclosed in the notes thereto).

SECTION 6.09 Tax Information. Company shall provide the following information
to Parent not later than two weeks after the date of this Agreement: (i) a
complete list of the types of Tax Returns being filed by Company and each
Company Subsidiary in each taxing jurisdiction, (ii) a list of all closed years
with respect to each such type of Tax Return filed in each jurisdiction, and
(iii) a list of any deferred intercompany gain with respect to transactions to
which Company or any Company Subsidiary has been a party. Company shall provide
Parent and its accountants, counsel and other representatives reasonable
access, during normal business hours during the period prior to the Effective
Time, to all of Company's and Company Subsidiaries' Tax Returns and other
records and workpapers relating to Taxes.

ARTICLE VII

ADDITIONAL AGREEMENTS

SECTION 7.01 Registration Statement; Joint Proxy Statement.

(a) As promptly as practicable after the execution of this Agreement, Parent
and Company shall jointly prepare and shall file with the SEC a document or
documents that will constitute (i) the prospectus forming part of the
registration statement on Form S-4 of Parent (together with all amendments
thereto, the "Registration Statement"), in connection with the registration
under the Securities Act of Parent Common Stock to be issued to Company's
stockholders pursuant to the Merger and (ii) the joint proxy statement with
respect to the Merger relating to the special meetings of Company's
stockholders to be held to consider approval of this Agreement and the Merger
(the "Company Stockholders' Meeting") and of Parent's stockholders to be held
to consider approval of the issuance of Parent Common Stock (the "Share
Issuance") to Company's stockholders pursuant to the Merger (the "Parent
Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy
Statement"). Copies of the Joint Proxy Statement shall be provided to the NNM
in accordance with its rules. Each of the parties hereto shall use all
reasonable efforts to cause the Registration Statement to become effective as
promptly as practicable after the date hereof, and, prior to the effective date
of the Registration Statement, the parties hereto shall take all action
required under any applicable Laws in connection with the issuance of shares of
Parent Common Stock pursuant to the Merger. Parent or Company, as the case may
be, shall furnish all information concerning Parent or Company as the other
party may reasonably request in connection with such actions and the
preparation of the Registration Statement and the Joint Proxy Statement. Each
of Parent and Company shall notify the other of the receipt of any comments
from the SEC on the Registration Statement and the Joint Proxy Statement and of
any requests by the SEC for any amendments or supplements thereto or for
additional information and shall provide to each other promptly copies of all
correspondence between Parent, Company or any of their representatives and
advisors and the SEC. As promptly as practicable after the effective date of
the Registration Statement, the Joint Proxy Statement shall be mailed to the
stockholders of Company and of Parent. Each of the parties hereto shall cause
the Joint Proxy Statement to comply as to form and substance as to such party
in all material respects with the applicable requirements of (i) the Exchange
Act, (ii) the Securities Act, (iii) the rules and regulations of the NNM.

(b) The Joint Proxy Statement shall include (i) the approval of the Merger
and the recommendation of the board of directors of Company to Company's
stockholders that they vote in favor of approval of this Agreement and the
Merger, and (ii) the opinion of Company Financial Advisor referred to in
Section 4.19. The Joint Proxy Statement shall include the approval of the Share
Issuance and the recommendation of the board of directors of Parent to Parent's
stockholders that they vote in favor of approval of the Share Issuance.

(c) No amendment or supplement to the Joint Proxy Statement or the
Registration Statement shall be made without the approval of Parent and
Company, which approval shall not be unreasonably withheld or delayed. Each of
the parties hereto shall advise the other parties hereto, promptly after it
receives notice thereof, of the time when the Registration Statement has become
effective or any supplement or amendment

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has been filed, of the issuance of any stop order, of the suspension of the
qualification of the Parent Common Stock issuable in connection with the Merger
for offering or sale in any jurisdiction, or of any request by the SEC for
amendment of the Joint Proxy Statement or the Registration Statement or
comments thereon and responses thereto or requests by the SEC for additional
information.

(d) None of the information supplied by Company for inclusion or
incorporation by reference in the Registration Statement or the Joint Proxy
Statement shall, at the respective times filed with the SEC or other regulatory
agency and, in addition, (A) in the case of the Joint Proxy Statement, at the
date it or any amendments or supplements thereto are mailed to stockholders of
Parent and Company, at the time of the Company Stockholders' Meeting, at the
time of the Parent Shareholders' Meeting and at the Effective Time and (B) in
the case of the Registration Statement, when it becomes effective under the
Securities Act and at the Effective Time, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. If at any time prior
to the Effective Time any event or circumstance relating to Company or any
Company Subsidiary, or their respective officers or directors, should be
discovered by Company that should be set forth in an amendment or a supplement
to the Registration Statement or the Joint Proxy Statement, Company shall
promptly inform Parent. All documents that Company is responsible for filing
with the SEC in connection with the Merger will comply as to form in all
material respects with the applicable requirements of the rules and regulations
of the Securities Act and the Exchange Act.

(e) None of the information supplied by Parent for inclusion or incorporation
by reference in the Registration Statement or the Joint Proxy Statement shall,
at the respective times filed with the SEC or other regulatory agency and, in
addition, (A) in the case of the Joint Proxy Statement, at the date it or any
amendments or supplements thereto are mailed to stockholders of Parent and
Company, at the time of Company Stockholders' meeting, at the time of the
Parent Shareholders' Meeting and at the Effective Time and (B) in the case of
the Registration Statement, when it becomes effective under the Securities Act
and at the Effective Time, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading. If, at any time prior to the Effective Time, any
event or circumstance relating to Parent or any Parent Subsidiary, or their
respective officers or directors, should be discovered by Parent that should be
set forth in an amendment or a supplement to the Registration Statement or the
Joint Proxy Statement, Parent shall promptly inform Company. All documents that
Parent is responsible for filing with the SEC in connection with the Merger
will comply as to form in all material respects with the applicable
requirements of the rules and regulations of the Securities Act and the
Exchange Act.

SECTION 7.02 Stockholders' Meetings. Company shall call and hold the Company
Stockholders' Meeting and Parent shall call and hold the Parent Stockholders'
Meeting as promptly as practicable after the date hereof for the purpose of
voting upon the approval of this Agreement and the Merger or the Share
Issuance, as the case may be, pursuant to the Joint Proxy Statement, and
Company and Parent shall use all reasonable efforts to hold the Parent
Stockholders' Meeting and the Company Stockholders' Meeting on the same day and
as soon as practicable after the date on which the Registration Statement
becomes effective. Except as otherwise contemplated by this Agreement, Company
shall use all reasonable efforts to solicit from its stockholders proxies in
favor of the approval of this Agreement and the Merger pursuant to the Joint
Proxy Statement and shall take all other action necessary or advisable to
secure the vote or consent of stockholders required by the NYBCL or applicable
other stock exchange requirements to obtain such approval. Except as otherwise
contemplated by this Agreement, Parent shall use all reasonable efforts to
solicit from its stockholders proxies in favor of the Share Issuance pursuant
to the Joint Proxy Statement and shall take all other action necessary or
advisable to secure the vote or consent of stockholders required by the DGCL or
applicable stock exchange requirements to obtain such approval. Each of the
parties hereto shall take all other action necessary or, in the opinion of the
other parties hereto, advisable to promptly and expeditiously secure any vote
or consent of stockholders required by applicable Law and such party's
certificate of incorporation and bylaws to effect the Merger.

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SECTION 7.03 Affiliates.

(a) Company will use reasonable efforts to obtain an executed letter
agreement substantially in the form of Annex C hereto from (i) each person
identified in Schedule 4.18 of the Company Disclosure Schedule within 15 days
following the execution and delivery of this Agreement and (ii) from any person
who, to the knowledge of Company, may be deemed to have become an affiliate of
Company after the date of this Agreement and prior to the Effective Time as
soon as practicable after attaining such status. The foregoing notwithstanding,
Parent shall be entitled to place legends as specified in the Affiliate
Agreement on the certificates evidencing any of the Parent Common Stock to be
received by (i) any affiliate of Company or (ii) any person Parent reasonably
identifies (by written notice to Company) as being a person who may be deemed
an "affiliate" within the meaning of Rule 145 promulgated under the Securities
Act, and to issue appropriate stop transfer instructions to the transfer agent
for such Parent Common Stock, consistent with the terms of the Affiliate
Agreement, regardless of whether such person has executed Affiliate Agreement
and regardless of whether such person's name and address appear on Schedule
4.18 of the Company Disclosure Schedule.

(b) Parent will use reasonable efforts to obtain an executed letter agreement
substantially in the form of Annex D hereto from (i) each officer and director
of Parent within 15 days following the execution and delivery of this Agreement
and (ii) from any person who, to the knowledge of Parent, may be deemed to have
become an affiliate of Parent after the date of this Agreement and prior to the
Effective Time as soon as practicable after attaining such status.

SECTION 7.04 Directors' and Officers' Indemnification and Insurance.

(a) The provisions with respect to indemnification that are set forth in the
certificate of incorporation and bylaws of the Surviving Corporation shall not
be amended, repealed or otherwise modified for a period of six years from the
Effective Time in any manner that would affect adversely the rights thereunder
of individuals who at or at any time prior to the Effective Time were
directors, officers, employees or agents of Company.

(b) From and after the Effective Time, Parent shall indemnify and hold
harmless each present and former director and officer of Company (the
"Indemnified Parties"), against any costs or expenses (including reasonable
attorneys' fees), judgments, fines, losses, claims, damages or liabilities
(collectively, "Costs") incurred in connection with any claim, action, suit,
proceeding or investigation, whether civil, criminal, administrative or
investigative, arising out of or pertaining to matters relating to their
service as such an officer or director existing or occurring at or prior to the
Effective Time, whether asserted or claimed prior to, at or after the Effective
Time, to the fullest extent that Company would have been permitted under
Delaware law and its charter documents (each as in effect on the date hereof)
to indemnify such Indemnified Parties.

(c) For a period of five years after the Effective Time, Parent shall use its
best efforts to maintain in effect the directors' and officers' liability
insurance policies maintained by Company; provided, however, that in no event
shall Parent be required to expend in any one year in excess of 150% of the
annual premium currently paid by Company for such coverage, which Company
hereby represents is $33,000, and provided further, that if the premium for
such coverage exceeds such amount, Parent shall purchase a policy with the
greatest coverage available for such 150% of the annual premium.

(d) If the Surviving Corporation or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger
or (ii) transfers all or substantially all of its properties and assets to any
person, then and in each such case, proper provision shall be made so that the
successors and assigns of the Surviving Corporation assume the obligations set
forth in this Section 7.04.

SECTION 7.05 No Shelf Registration. Parent shall not be required to amend or
maintain the effectiveness of the Registration Statement for the purpose of
permitting resale of the shares of Parent Common Stock received pursuant hereto
by the persons who may be deemed to be "affiliates" of Company within the
meaning of Rule 145 promulgated under the Securities Act.

SECTION 7.06 Public Announcements. The initial press release concerning the
Merger shall be a joint press release and, thereafter, Parent and Company shall
consult with each other before issuing any press release

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or otherwise making any public statements with respect to this Agreement or the
Merger and shall not issue any such press release or make any such public
statement without the prior written approval of the other, except to the extent
required by applicable Law or the requirements of the rules and regulations of
the NNM or the NSCM, in which case the issuing party shall use all reasonable
efforts to consult with the other party before issuing any such release or
making any such public statement.

SECTION 7.07 NNM Listing. Prior to the Effective Time, Parent shall file with
the NNM a Notification Form for Listing of Additional Shares with respect to
the Parent Common Stock issued or issuable in connection with the Merger and
shall use all reasonable efforts to have such Parent Common Stock approved for
quotation on the NNM.

SECTION 7.08 Blue Sky. Parent shall use all reasonable efforts to obtain
prior to the Effective Time all necessary permits and approvals required under
Blue Sky Laws to permit the distribution of the shares of Parent Common Stock
to be issued in accordance with the provisions of this Agreement.

SECTION 7.09 Company Stock Options/Registration Statements on Form S-8.
Parent shall reserve for issuance the number of shares of Parent Common Stock
that will be issuable upon exercise of Company Stock Options assumed pursuant
to Section 3.05 hereof. Within 20 business days after the Effective Time,
Parent shall file with the SEC one or more registration statements on Form S-8
for the shares of Parent Common Stock issuable with respect to Company Stock
Options and will maintain the effectiveness of such registration statements for
so long as any of such options or other rights remain outstanding. The Company
ESPP shall be terminated prior to the Effective Date. Parent shall use
reasonable commercial efforts to take any actions necessary on the part of
Parent to enable subsequent transactions by persons who formerly held Company
Stock Options in Parent Common Stock after the Effective Time to be exempt from
the application of Section 16(b) of the Exchange Act, to the extent permitted
thereunder.

SECTION 7.10 Employee Matters. Simultaneously with the Merger, the Surviving
Corporation shall assume all employment agreements and termination benefit
agreements and arrangements which are in effect at Company on the date hereof.
Company and Parent agree to cooperate and take such reasonable actions as may
be required to effect an orderly transition of benefits coverage under
Company's 401(k) plan, including but not limited to, termination of such plan.
As of the Effective Time, Parent shall cause the Surviving Corporation to honor
and satisfy all obligations and liabilities with respect to the Company Benefit
Plans. Notwithstanding the foregoing, the Surviving Corporation shall not be
required to continue any particular Company Benefit Plan after the Effective
Time, and any Company Benefit Plan may be amended or terminated in accordance
with its terms and applicable law. To the extent that any Company Benefit Plan
is terminated or amended after the Effective Time so as to reduce the benefits
that are then being provided with respect to participants thereunder, Parent
shall arrange for each individual who is then a participant in such terminated
or amended plan to participate in a comparable Parent Benefit Plan in
accordance with the eligibility criteria thereof, provided that (i) such
participants shall receive full credit for years of service with Company or any
of Company Subsidiaries prior to the Merger for purposes of eligibility and
vesting, but excluding benefit accrual or the amount of benefits, (ii) such
participants shall participate in the Parent Benefit Plans on terms no less
favorable than those offered by Parent to similarly situated employees of
Parent and (iii) Parent shall cause any and all pre-existing conditions
limitations (to the extent such limitations did not apply to a pre-existing
condition under the Company Benefit Plans) and eligibility waiting periods
under any group health plans to be waived with respect to such participants and
their eligible dependents.

SECTION 7.11 Board Representation. Company shall be entitled to designate one
individual (the "Company Nominee") to Parent's Board of Directors, who shall be
entitled to serve from the Effective Time and until his successor shall be duly
elected and qualified.

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ARTICLE VIII

CONDITIONS TO THE MERGER

SECTION 8.01 Conditions to the Obligations of Each Party to Consummate the
Merger. The obligations of the parties hereto to consummate the Merger are
subject to the satisfaction or, if permitted by applicable Law, waiver of the
following conditions:

(a) the Registration Statement shall have been declared effective by the
SEC under the Securities Act and no stop order suspending the effectiveness
of the Registration Statement shall have been issued by the SEC and no
proceeding for that purpose shall have been initiated by the SEC and not
concluded or withdrawn;

(b) this Agreement and the Merger shall have been duly approved by the
requisite vote of stockholders of Company in accordance with the NYBCL and
by the requisite vote of the stockholders of Parent in accordance with the
rules of the NNM;

(c) no order, statute, rule, regulation, executive order, stay, decree,
judgment or injunction shall have been enacted, entered, promulgated or
enforced by any court or Governmental Entity which prohibits or prevents
the consummation of the Merger which has not been vacated, dismissed or
withdrawn prior to the Effective Time. Company and Parent shall use their
reasonable best efforts to have any of the foregoing vacated, dismissed or
withdrawn by the Effective Time;

(d) any waiting period (and any extension thereof) applicable to the
consummation of the Merger under the HSR Act or any other applicable
competition, merger control or similar Law shall have expired or been
terminated;

(e) all consents, approvals and authorizations legally required to be
obtained to consummate the Merger shall have been obtained from all
Governmental Entities, except where the failure to obtain any such consent,
approval or authorization could not reasonably be expected to result in a
Parent Material Adverse Effect or a Company Material Adverse Effect;

(f) The board of directors of Company shall not have revoked, amended or
modified, in any adverse respect, its approval of the Merger or its
recommendation to Company's stockholders described in Section 7.01(b)(i);

(g) The shares of Parent Common Stock to be issued in the Merger shall
have been authorized for listing on the NNM, subject to notice of issuance;

(h) The board of directors of Parent shall not have revoked, amended or
modified, in any adverse respect, its approval of the Merger or the Share
Issuance or its recommendation to Parent's stockholders described in
Section 7.01(b) hereof; and

(i) Each of Parent and Company shall have been advised in writing by
Ernst & Young LLP as of the date upon which the Effective Time is to occur,
in a form and in substance reasonably acceptable to Parent, that the Merger
can properly be accounted for as a "pooling of interests" business
combination in accordance with U.S. GAAP and the accounting standards of
the SEC.

SECTION 8.02 Conditions to the Obligations of Company. The obligations of
Company to consummate the Merger, or to permit the consummation of the Merger
are subject to the satisfaction or, if permitted by applicable Law, waiver of
the following further conditions:

each of the representations and warranties of Parent contained in this
Agreement shall be true, complete and correct in all material respects both
when made and on and as of the Effective Time as if made at and as of the
Effective Time (other than representations and warranties which address
matters only as of a certain date which shall be true, complete and correct
as of such certain date) and Company shall have received a certificate of
the Chief Executive Officer and Chief Financial Officer of Parent to such
effect;

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(a) Parent shall have performed or complied in all material respects with
all covenants required by this Agreement to be performed or complied with
by it on or prior to the Effective Time and Company shall have received a
certificate of the Chief Executive Officer and Chief Financial Officer of
Parent to that effect;

(b) Company shall use its reasonable best efforts to obtain an opinion
from its tax counsel substantially to the effect that, if the Merger is
consummated in accordance with the provisions of this Agreement, under
current law, for federal income tax purposes, the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Code, which
opinion Company shall use its reasonable best efforts to obtain; and

SECTION 8.03 Conditions to the Obligations of Parent. The obligations of
Parent to consummate the Merger are subject to the satisfaction or waiver of
the following further conditions:

(a) each of the representations and warranties of Company contained in
this Agreement shall be true, complete and correct in all material respects
both when made and on and as of the Effective Time as if made at and as of
the Effective Time (other than representations and warranties which address
matters only as of a certain date which shall be true, complete and correct
as of such certain date) and Parent shall have received a certificate of
the Chief Executive Officer and Chief Financial Officer of Company to such
effect;

(b) Company shall have performed or complied in all material respects
with all covenants required by this Agreement to be performed or complied
with by it on or prior to the Effective Time and Parent shall have received
a certificate of the Chief Executive Officer and Chief Financial Officer of
Company to that effect; and

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

SECTION 9.01 Termination. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, notwithstanding any
requisite adoption and approval of this Agreement, as follows:

(a) by mutual written consent duly authorized by the boards of directors
of each of Parent and Company;

(b) by either Parent or Company, if the Effective Time shall not have
occurred on or before November 30, 1999; provided, however, that the right
to terminate this Agreement under this Section 9.01(b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement shall have caused, or resulted in, the failure of the Effective
Time to occur on or before such date;

(c) by either Parent or Company, if any Governmental Order, writ,
injunction or decree preventing the consummation of the Merger shall have
been entered by any court of competent jurisdiction and shall have become
final and nonappealable;

(d) by Parent, if (i) the board of directors of Company withdraws,
modifies or changes its recommendation of this Agreement or the Merger in a
manner adverse to Parent or its stockholders or shall have resolved to do
so, (ii) the board of directors of Company shall have recommended to the
stockholders of Company a Company Competing Transaction or shall have
resolved to do so, (iii) a

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Company Competing Transaction shall have been announced or otherwise
publicly known and the board of directors of Company shall have (A) failed
to recommend against acceptance of such by its stockholders (including by
taking no position, or indicating its inability to take a position, with
respect to the acceptance of a Company Competing Transaction involving a
tender offer or exchange offer by its stockholders), (B) failed to
reconfirm its approval and recommendation of this Agreement and the
transactions contemplated hereby within 15 business days of the first
announcement or other public knowledge of such Competing Offer or (C)
determined that such Company Competing Transaction was a Company Superior
Proposal and to take any of the actions allowed by clause (ii) of Section
6.04(a), or (iv) the board of directors of Company resolves to take any of
the actions described above;

(e) by Company, if (i) the board of directors of Parent withdraws,
modifies or changes its recommendation of this Agreement or the Merger in a
manner adverse to Company or its stockholders or shall have resolved to do
so, (ii) the board of directors of Parent shall have recommended to the
stockholders of Parent a Parent Competing Transaction or shall have
resolved to do so, (iii) a Parent Competing Transaction shall have been
announced or otherwise publicly known and the board of directors of Parent
shall have (A) failed to recommend against acceptance of such by its
stockholders (including by taking no position, or indicating its inability
to take a position, with respect to the acceptance of a Parent Competing
Transaction involving a tender offer or exchange offer by its
stockholders), (B) failed to reconfirm its approval and recommendation of
this Agreement and the transactions contemplated hereby within 15 business
days of a request made by the Company following the first announcement or
other public knowledge of such offer for a Parent Competing Transaction or
a Parent Combination Transaction, or (C) determined that such Parent
Competing Transaction was a Parent Superior Proposal and to take any of the
actions allowed by clause (ii) of Section 6.04(b), or (iv) the board of
directors of Parent resolves to take any of the actions described above;

(f) by Parent or Company, if (i) this Agreement and the Merger shall fail
to receive the requisite votes for approval at the Company Stockholders'
Meeting or any adjournment or postponement thereof or (ii) if the Share
Issuance shall fail to receive the requisite votes for approval at the
Parent Shareholders' Meeting or any adjournment or postponement thereof;

(g) by Parent, 10 days after receipt by Company of a written notice from
Parent of a breach of any representation, warranty, covenant or agreement
on the part of Company set forth in this Agreement, or if any
representation or warranty of Company shall have become untrue, incomplete
or incorrect, in either case such that the conditions set forth in Section
8.03 would not be satisfied (a "Terminating Company Breach"); provided,
however, that if such Terminating Company Breach is curable by Company
through the exercise of its reasonable efforts within 10 days and for so
long as Company continues to exercise such reasonable efforts, Parent may
not terminate this Agreement under this Section 9.01(g); and provided,
further that the preceding proviso shall not in any event be deemed to
extend any date set forth in paragraph (b) of this Section 9.01;

(h) by Company, 10 days after receipt by Parent of a written notice from
Company of a breach of any representation, warranty, covenant or agreement
on the part of Parent set forth in this Agreement, or if any representation
or warranty of Parent shall have become untrue, incomplete or incorrect, in
either case such that the conditions set forth in Section 8.02 would not be
satisfied (a "Terminating Parent Breach"); provided, however, that if such
Terminating Parent Breach is curable by Parent through the exercise of its
reasonable efforts within 10 days and for so long as Parent continues to
exercise such reasonable efforts, Company may not terminate this Agreement
under this Section 9.01(h); and provided, further that the preceding
proviso shall not in any event be deemed to extend any date set forth in
paragraph (b) of this Section 9.01;

The right of any party hereto to terminate this Agreement pursuant to this
Section 9.01 will remain operative and in full force and effect regardless of
any investigation made by or on behalf of any party hereto, any person

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controlling any such party or any of their respective officers, directors,
representatives or agents, whether prior to or after the execution of this
Agreement.

SECTION 9.02 Effect of Termination. Except as provided in Section 9.05, in
the event of termination of this Agreement pursuant to Section 9.01, this
Agreement shall forthwith become void, there shall be no liability under this
Agreement on the part of any party hereto or any of its affiliates or any of
its or their officers or directors, and all rights and obligations of each
party hereto shall cease; provided, however, that nothing herein shall relieve
any party hereto from liability for the willful or intentional breach of any of
its representations and warranties or the willful or intentional breach of any
of its covenants or agreements set forth in this Agreement.

SECTION 9.03 Amendment. This Agreement may be amended by the parties hereto
by action taken by or on behalf of their respective boards of directors at any
time prior to the Effective Time; provided, however, that, after the approval
of this Agreement by the stockholders of Company, no amendment may be made that
changes the amount or type of consideration into which Company common stock
will be converted pursuant to this Agreement. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.

SECTION 9.04 Waiver. At any time prior to the Effective Time, any party
hereto may (a) extend the time for or waive compliance with the performance of
any obligation or other act of any other party hereto, (b) waive any inaccuracy
in the representations and warranties contained herein or in any document
delivered pursuant hereto and (c) waive compliance by the other party with any
of the agreements or conditions contained herein. Any such extension or waiver
shall be valid if set forth in an instrument in writing signed by the party or
parties to be bound thereby.

SECTION 9.05 Termination Fee; Expenses.

(a) Except as set forth in this Section 9.05, all Expenses incurred in
connection with this Agreement and the Merger shall be paid by the party
incurring such Expenses, whether or not the Merger is consummated, except that
Parent and Company each shall pay one-half of all Expenses incurred solely for
printing, filing and mailing the Registration Statement and the Joint Proxy
Statement and all SEC and other regulatory filing fees incurred in connection
with the Registration Statement and the Joint Proxy Statement and any fees
required to be paid under the HSR Act.

(b) In the event that (i) Parent shall terminate this Agreement pursuant to
Section 9.01(d) or (ii) Parent shall terminate this Agreement due to a
Terminating Company Breach pursuant to Section 9.01(g), but only if such breach
was intentional, then Company shall pay to Parent (the "Company Termination
Fee") a sum equal to all of Parent's Expenses and an additional amount equal to
$4.5 million. Notwithstanding the foregoing, no fee shall be paid pursuant to
this Section 9.05(b) if Parent shall be in material breach of its obligations
hereunder. Any Company Termination Fee shall be paid in same day funds within
three (3) business days of the date of termination.

(c) In the event that (i) Company shall terminate this Agreement pursuant to
Section 9.01(e) or (ii) Company shall terminate this Agreement due to a
Terminating Parent Breach pursuant to Section 9.01(h), but only if such breach
was intentional, then Parent shall pay to Company (the "Parent Termination
Fee") a sum equal to all of Company's Expenses and an additional amount equal
to $4.5 million. Notwithstanding the foregoing, no fee shall be paid pursuant
to this Section 9.05(c) if Company shall be in material breach of its
obligations hereunder. Any Parent Termination Fee shall be paid in same day
funds within three (3) business days of the date of termination.

(d) Parent and Company agree that the agreements contained in Sections
9.05(b) and 9.05(c) above are an integral part of the transaction contemplated
by this Agreement and constituted liquidated damages and not a penalty. If
Company fails to pay to Parent any fee due under Section 9.05(b), Company shall
pay the cash and expenses (including legal fees and expenses) in connection
with any action, including the filing of any lawsuit

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of other legal action, taken to collect payment. Similarly, if Parent fails to
pay to Company any fee due under Section 9.05(c), Parent shall pay the cash and
expenses (including legal fees and expenses) in connection with any action,
including the filing of any lawsuit of other legal action, taken to collect
payment.

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01 Non-Survival of Representations and Warranties. The
representations and warranties in this Agreement shall terminate at the
Effective Time or upon the termination of this Agreement pursuant to Section
9.01, as the case may be. This Section 10.01 shall not limit any covenant or
agreement of the parties which by its terms contemplates performance after the
Effective Time.

SECTION 10.02 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or facsimile, by registered or certified mail (postage prepaid, return receipt
requested) or by a nationally recognized courier service to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 10.02):

(a) if to Company:

MARKET GUIDE INC.
2001 Marcus Avenue
Suite S200
Lake Success, New York 11042-1011
Attention: Chief Executive Officer
Telecopier: 516-327-2431

with a copy to:

Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
Attention: Jack H. Nusbaum, Esq. and
Steven A. Seidman, Esq.
Telecopier: 212-728-8111

(b) if to Parent or Merger Sub:

MULTEX.COM, INC.
33 Maiden Lane, 5th Floor
New York, New York 10038
Attention: Chief Financial Officer
Telecopier: 212-742-9561

with a copy to:

Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, NY 10019
Attention: Alexander D. Lynch, Esq.
Telecopier: (212) 586-7878

SECTION 10.03 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the

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Merger is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner to the fullest extent permitted by
applicable Law in order that the Merger may be consummated as originally
contemplated to the fullest extent possible.

SECTION 10.04 Assignment; Binding Effect; Benefit. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
of the parties hereto (whether by operation of Law or otherwise) without the
prior written consent of the other parties hereto. Subject to the preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
Notwithstanding anything contained in this Agreement to the contrary, other
than Section 7.04, nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties hereto or their respective
successors and permitted assigns any rights or remedies under or by reason of
this Agreement, provided, however, that the parties hereto specifically
acknowledge that the provisions of Section 7.04, 7.09 and 7.10 hereof are
intended to be for the benefit of, and shall be enforceable by, the current and
former employees, officers and directors of Company and/or the Company
Subsidiaries affected thereby and their heirs and representatives, and the
provisions of Sections 3.02(c), 3.04 and 3.05 herein are intended to be for the
benefit of, and shall be enforceable by, stockholders of Company affected
thereby and their heirs and representatives.

SECTION 10.05 Incorporation of Exhibits. The Parent Disclosure Schedule, the
Company Disclosure Schedule and all Exhibits attached hereto and referred to
herein are hereby incorporated herein and made a part of this Agreement for all
purposes as if fully set forth herein. Parent and Company acknowledge that the
Parent Disclosure Schedule and the Company Disclosure Schedule (i) are
qualified in their entitety by reference to specific provisions of this
Agreement and (ii) are not intended to constitute and shall not be construed as
indicating that such matter is required to be disclosed, nor shall such
disclosure be construed as an admission that such information is material with
respect to Parent or Company, as the case may be, except to the extent required
by this Agreement and by applicable law.

SECTION 10.06 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF DIRECTING THE APPLICATION OF ANY
LAW OTHER THAN THAT OF NEW YORK.

SECTION 10.07 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO
IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 10.08 Headings; Interpretation. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement. The parties
have participated jointly in the negotiation and drafting of this Agreement. In
the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

SECTION 10.09 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.

I-40
<PAGE>

SECTION 10.10 Entire Agreement. This Agreement (including the Exhibits, the
Parent Disclosure Schedule and the Company Disclosure Schedule) and the
Confidentiality Agreement constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior agreements
and understandings among the parties with respect thereto. No addition to or
modification of any provision of this Agreement shall be binding upon any party
hereto unless made in writing and signed by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.

Multex.com, Inc.

By: /s/ PHILIP CALLAGHAN
----------------------------------
Name: Philip Callaghan
Title: Chief Financial Officer

Market Guide Inc.

By: /s/ JEFFREY S. GEISENHEIMER
----------------------------------
Name: Jeffrey S. Geisenheimer
Title: Chief Financial Officer

Merengue Acquisition Corp.

By: /s/ ISAAK KARAEV
----------------------------------
Name: Isaak Karaev
Title: Chief Executive Officer

I-41
<PAGE>

APPENDIX II

PARENT STOCKHOLDER AGREEMENT

This PARENT STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into
as of June 23, 1999 between Market Guide Inc., a New York corporation
("Company"), and the undersigned stockholder ("Stockholder") of Multex.com,
Inc., a Delaware corporation ("Parent"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings set forth in the
Reorganization Agreement described below.

RECITALS

WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization dated
as of June 23, 1999 by and among Parent, Merengue Acquisition Corp., a New York
corporation and a wholly owned subsidiary of Parent ("Merger Sub") and Company
(such agreement as it may be amended is hereinafter referred to as the
"Reorganization Agreement"), Parent has agreed to acquire the outstanding
securities of Company pursuant to a statutory merger of Merger Sub with and
into Company (the "Merger") in which each outstanding share of capital stock of
Company (the "Company Capital Stock") will be converted into shares of common
stock of Parent (the "Parent Common Stock") at the exchange rate set forth in
the Reorganization Agreement (the "Transaction");

WHEREAS, in order to induce Company to enter into the Reorganization
Agreement and consummate the Transaction, Parent has agreed to use its
reasonable best efforts to cause each stockholder of Parent who is an affiliate
of Parent to execute and deliver to Company a Parent Stockholder Agreement upon
the terms set forth herein; and

WHEREAS, Stockholder is the registered and beneficial owner of such number of
shares of the outstanding capital stock of Parent as is indicated on the
signature page of this Agreement (the "Shares").

NOW, THEREFORE, the parties agree as follows:

1. Agreement to Retain Shares.

1.1 Transfer and Encumbrance.

(a) Stockholder represents and warrants to Company that (w) Stockholder is
the beneficial owner of the Shares; (x) the Shares constitute Stockholder's
entire interest in the outstanding capital stock and voting securities of
Parent; (y) the Shares are, and will be at all times up until the Expiration
Date, free and clear of any liens, claims, options, charges or other
encumbrances; and (z) Stockholder's principal residence or place of business is
accurately set forth on the signature page hereto.

(b) Stockholder agrees not to transfer (except as may be specifically
required by court order or by operation of law, in which case any such
transferee shall agree to be bound hereby), sell, exchange, pledge or otherwise
dispose of or encumber any Shares or any New Shares (as defined below), or to
make any offer or agreement relating thereto, at any time prior to the
Expiration Date. As used herein, the term "Expiration Date" shall mean the
earlier to occur of (i) the Effective Time or (ii) termination of the
Reorganization Agreement in accordance with the terms thereof.

1.2 New Shares. Stockholder agrees that any shares of capital stock or voting
securities of Parent that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership after the date of this
Agreement and prior to the Expiration Date ("New Shares") shall be subject to
the terms and conditions of this Agreement to the same extent as if they
constituted Shares.

II-1
<PAGE>

2. Agreement to Vote Shares. Prior to the Expiration Date, at every meeting
of the stockholders of Parent at which any of the following is considered or
voted upon, and at every adjournment thereof, and on every action or approval
by written resolution of the stockholders of Parent with respect to any of the
following, Stockholder shall vote the Shares and any New Shares, subject to the
absence of a preliminary or permanent injunction or other final order by any
United States federal, state or foreign court barring such action, in favor of
approval and adoption of the Reorganization Agreement and of the Transaction
and against any transaction that may prevent or materially impede the
Transaction. Notwithstanding the foregoing, nothing in this Agreement shall
limit or restrict Stockholder from acting in his capacity as a director or
officer of Parent, to the extent applicable, it being understood that this
Agreement shall apply to Stockholder solely in its capacity as a stockholder of
Parent.

3. Irrevocable Proxy. Stockholder hereby agrees to timely deliver to Company
a duly executed proxy in the form attached hereto as Annex A (the "Proxy"),
such Proxy to cover the Shares and all New Shares in respect of which
Stockholder is entitled to vote at each meeting of the stockholders of Parent
(including, without limitation, each written consent in lieu of a meeting)
prior to the Expiration Date. In the event that Stockholder is unable to
provide any such Proxy in a timely manner, Stockholder hereby grants Company a
power of attorney up to and through the Expiration Date to execute and deliver
such Proxy for and on behalf of Stockholder, such power of attorney, which
being coupled with an interest, shall survive any death, disability,
bankruptcy, or any other such impediment of Stockholder. Upon the execution of
this Agreement by Stockholder, Stockholder hereby revokes any and all prior
proxies or powers of attorney given by Stockholder with respect to the Shares
and agrees not to grant any subsequent proxies or powers of attorney with
respect to the Shares until after the Expiration Date.

4. Representations, Warranties and Covenants of Stockholder. Stockholder
hereby represents, warrants and covenants to Company as follows:

(a) Stockholder has full power and legal capacity to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Stockholder and constitutes the valid and binding
obligation of Stockholder, enforceable against Stockholder in accordance
with its terms. Except as may be limited by (i) the effect of bankruptcy,
insolvency, conservatorship, arrangement, moratorium or other laws
affecting or relating to the rights of creditors generally, or (ii) the
rules governing the availability of specific performance, injunctive relief
or other equitable remedies and general principles of equity, regardless of
whether considered in a proceeding in equity or at law, the execution and
delivery of this Agreement by Stockholder does not, and the performance of
Stockholder's obligations hereunder will not, result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any right to terminate,
amend, accelerate or cancel any right or obligation under, or result in the
creation of any lien or encumbrance on any Shares or New Shares pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which
Stockholder is a party or by which Stockholder or the Shares or New Shares
are or will be bound or affected.

(b) Until the Expiration Date, Stockholder will not (and will use
Stockholder's reasonable best efforts to cause Parent, its affiliates,
officers, directors and employees and any investment banker, attorney,
accountant or other agent retained by Stockholder, Parent or any of the
same, not to) (i) initiate or solicit, directly or indirectly, any Parent
Competing Transaction (as defined in the Reorganization Agreement); (ii)
initiate, directly or indirectly, any contact with any person in an effort
to or with a view towards soliciting any Parent Competing Transaction;
(iii) furnish information concerning Parent's business, properties or
assets to any corporation, partnership, person or other entity or group
(other than Company, or any associate, agent or representative of Company)
under any circumstances that could reasonably be expected to relate to an
actual or potential Parent Competing Transaction; or (iv) negotiate or
enter into discussions or an agreement, directly or indirectly, with any
entity or group with respect of any potential Parent Competing Transaction.
In the event Stockholder shall receive or become aware of

II-2
<PAGE>

any Parent Competing Transaction subsequent to the date hereof, Stockholder
shall promptly inform Company as to any such matter and the details thereof
to the extent possible without breaching any other agreement to which such
Stockholder is a party or violating its fiduciary duties.

(c) Stockholder understands and agrees that if Stockholder attempts to
transfer, vote or provide any other person with the authority to vote any
of the Shares other than in compliance with this Agreement, Parent shall
not, and Stockholder hereby unconditionally and irrevocably instructs
Parent to not, permit any such transfer on its books and records, issue a
new certificate representing any of the Shares or record such vote unless
and until Stockholder shall have complied with the terms of this Agreement.

5. Additional Documents. Stockholder hereby covenants and agrees to execute
and deliver any additional documents necessary or desirable, in the reasonable
opinion of Company, to carry out the purpose and intent of this Agreement.

6. Consent and Waiver. Stockholder hereby gives any consents or waivers that
are reasonably required for the consummation of the Transaction under the terms
of any agreement to which Stockholder is a party or pursuant to any rights
Stockholder may have.

7. Termination. This Agreement and the Proxy delivered in connection herewith
shall terminate and shall have no further force or effect as of the Expiration
Date or the termination of the Reorganization Agreement in accordance with its
terms.

8. Confidentiality. Stockholder agrees (i) to hold any information regarding
this Agreement and the Transaction in strict confidence, and (ii) not to
divulge any such information to any third person, except to the extent any of
the same is hereafter publicly disclosed by Parent and to the Stockholder's
agents or advisors in connection with the execution and performance of this
Agreement.

9. Miscellaneous.

9.1 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

9.2 Binding Effect and Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but, except as otherwise
specifically provided herein, neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by either of the
parties without the prior written consent of the other. This Agreement is
intended to bind Stockholder solely as a securityholder of Parent only with
respect to the specific matters set forth herein.

9.3 Amendment and Modification. This Agreement may not be modified, amended,
altered or supplemented except by the execution and delivery of a written
agreement executed by the parties hereto.

9.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge
that Company will be irreparably harmed and that there will be no adequate
remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Company upon any such violation,
Company shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to
Company at law or in equity and Stockholder hereby waives any and all defenses
which could exist in its favor in connection with such enforcement and waives
any requirement for the security or posting of any bond in connection with such
enforcement.

II-3
<PAGE>

9.5 Notices. All notices, requests, demands or other communications that are
required or may be given pursuant to the terms of this Agreement shall be in
writing and shall be deemed to have been duly given if delivered by hand or
mailed by registered or certified mail, postage prepaid, or sent by facsimile
transmission, as follows:

(a) If to Stockholder, at the address set forth below Stockholder's
signature at the end hereof.

(b) if to Company, to:

Market Guide Inc.
2001 Marcus Avenue
Suite S200
Lake Success, New York 10042-1011
Attention: Chief Executive Officer
Facsimile No: (516) 327-2431

with a copy to:

Willkie Farr & Gallagher
The Equitable Center
787 Seventh Avenue
New York, NY 10019-6099
Attention: Jack H. Nusbaum, Esq. and
Steven A. Seidman, Esq.
Facsimile No.: (212) 728-8111

or to such other address as any party hereto may designate for itself by notice
given as herein provided.

9.6 Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the internal laws of the State of New York without
giving effect to the principles of conflicts of law thereof.

9.7 Entire Agreement. This Agreement and the Proxy contain the entire
understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.

9.8 Counterpart. This Agreement may be executed in several counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement.

9.9 Effect of Headings. The section headings herein are for convenience only
and shall not affect the construction or interpretation of this Agreement.

(Signature Page Follows)

II-4
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Parent Stockholder Agreement
to be executed as of the date first above written.

MARKET GUIDE INC. STOCKHOLDER

By: _________________________________ -------------------------------------
(Signature)

Name: _______________________________
-------------------------------------

Title: ______________________________ (Signature of Spouse)

-------------------------------------
(Print Name of Stockholder)

-------------------------------------
(Print Street Address)

-------------------------------------
(Print City, State and Zip)

-------------------------------------
(Print Telephone Number)

-------------------------------------
(Social Security or Tax I.D. Number)

Total Number of Shares of Parent Common Stock
owned on the date hereof:

Common Stock: ____________________________________

State of Residence: ______________________________

SIGNATURE PAGE TO PARENT STOCKHOLDER AGREEMENT

II-5
<PAGE>

ANNEX A

IRREVOCABLE PROXY

TO VOTE STOCK OF

MULTEX.COM, INC.

The undersigned stockholder of Multex.com, Inc., a Delaware corporation
("Parent"), hereby irrevocably appoints the members of the Board of Directors
of Market Guide Inc., a New York corporation ("Company") and each of them, or
any other designee of Company, up to and through the Expiration Date, as the
sole and exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of Parent that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of Parent issued or issuable in respect thereof on or
after the date hereof (collectively, the "Shares") in accordance with the terms
of this Irrevocable Proxy. The Shares beneficially owned by the undersigned
stockholder of Parent as of the date of this Irrevocable Proxy are listed on
the final page of this Irrevocable Proxy. Upon the undersigned's execution of
this Irrevocable Proxy, any and all prior proxies given by the undersigned with
respect to any Shares are hereby revoked and the undersigned agrees not to
grant any subsequent proxies with respect to the Shares until after the
Expiration Date (as defined below).

This Irrevocable Proxy is irrevocable, is coupled with an interest,
including, but not limited to, that certain Parent Affiliate Agreement dated as
of even date herewith by and between Parent and the undersigned, and is granted
in consideration of Company entering into that certain Agreement and Plan of
Merger and Reorganization (the "Reorganization Agreement") by and among Parent
and Merengue Acquisition Corp., a New York corporation and a wholly owned
subsidiary of Parent ("Merger Sub"), and Company which Reorganization Agreement
provides for the merger of Merger Sub with and into Company (the "Merger"). As
used herein, the term "Expiration Date" shall mean the earlier to occur of (i)
such date and time as the Merger shall become effective in accordance with the
terms and provisions of the Reorganization Agreement, and (ii) the date of
termination of the Reorganization Agreement.

The attorneys and proxies named above, and each of them are hereby authorized
and empowered by the undersigned, at any time prior to the Expiration Date, to
act as the undersigned's attorney and proxy to vote the Shares as indicated in
Section 2 of the Parent Stockholders Agreement, and to exercise all voting
rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver written consents), at every
annual, special or adjourned meeting of the stockholders of Parent and in every
written consent in lieu of such meeting in favor of approval and adoption of
the Reorganization Agreement and of the transactions contemplated thereby.

The attorneys and proxies named above may not exercise this Irrevocable Proxy
on any other matter except as provided above. The undersigned stockholder may
vote the Shares on all other matters.

All authority herein conferred shall survive the death or incapacity of the
undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.

(SIGNATURE PAGE TO FOLLOW)

II-6
<PAGE>

This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable.

Dated: June , 1999

-------------------------------------
(Signature of Stockholder)

-------------------------------------
(Print Name of Stockholder)

Shares beneficially owned:

_______ shares of Parent Common Stock

SIGNATURE PAGE TO IRREVOCABLE PROXY

II-7
<PAGE>

APPENDIX III

STOCKHOLDER AGREEMENT

This STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as of
June 23, 1999 between Multex.com, Inc., a Delaware corporation ("Parent"), and
the undersigned stockholder ("Stockholder") of Market Guide Inc., a New York
corporation ("Company"). Capitalized terms used and not otherwise defined
herein shall have the respective meanings set forth in the Reorganization
Agreement described below.

RECITALS

WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization dated
as of June 23, 1999 by and among Parent, Merengue Acquisition Corp., a New York
corporation and a wholly owned subsidiary of Parent ("Merger Sub") and Company
(such agreement as it may be amended is hereinafter referred to as the
"Reorganization Agreement"), Parent has agreed to acquire the outstanding
securities of Company pursuant to a statutory merger of Merger Sub with and
into Company (the "Merger") in which each outstanding share of capital stock of
Company (the "Company Capital Stock") will be converted into shares of common
stock of Parent (the "Parent Shares") at the exchange rate set forth in the
Reorganization Agreement (the "Transaction");

WHEREAS, in order to induce Parent to enter into the Reorganization Agreement
and consummate the Transaction, Company has agreed to use its reasonable best
efforts to cause each stockholder of Company who is an affiliate of Company to
execute and deliver to Parent a Stockholder Agreement upon the terms set forth
herein; and

WHEREAS, Stockholder is the registered and beneficial owner of such number of
shares of the outstanding capital stock of Company as is indicated on the
signature page of this Agreement (the "Shares").

NOW, THEREFORE, the parties agree as follows:

1. Agreement to Retain Shares.

1.1Transfer and Encumbrance.

(a) Stockholder represents and warrants to Parent that (w) Stockholder is the
beneficial owner of the Shares; (x) the Shares constitute Stockholder's entire
interest in the outstanding capital stock and voting securities of Company; (y)
the Shares are, and will be at all times up until the Expiration Date, free and
clear of any liens, claims, options, charges or other encumbrances; and (z)
Stockholder's principal residence or place of business is accurately set forth
on the signature page hereto.

(b) Stockholder agrees not to transfer (except as may be specifically
required by court order or by operation of law, in which case any such
transferee shall agree to be bound hereby), sell, exchange, pledge or otherwise
dispose of or encumber any Shares or any New Shares (as defined below), or to
make any offer or agreement relating thereto, at any time prior to the
Expiration Date. As used herein, the term "Expiration Date" shall mean the
earlier to occur of (i) the Effective Time (as defined in the Reorganization
Agreement) or (ii) termination of the Reorganization Agreement in accordance
with the terms thereof.

1.2 New Shares. Stockholder agrees that any shares of capital stock or voting
securities of Company that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership after the date of this
Agreement and prior to the Expiration Date ("New Shares") shall be subject to
the terms and conditions of this Agreement to the same extent as if they
constituted Shares.

2. Agreement to Vote Shares. Prior to the Expiration Date, at every meeting
of the stockholders of Company at which any of the following is considered or
voted upon, and at every adjournment thereof, and on every action or approval
by written resolution of the stockholders of Company with respect to any of the

III-1
<PAGE>

following, Stockholder shall vote the Shares and any New Shares, subject to the
absence of a preliminary or permanent injunction or other final order by any
United States federal, state or foreign court barring such action, in favor of
approval and adoption of the Reorganization Agreement and of the Transaction
and against any transaction that may prevent or materially impede the
Transaction. Notwithstanding the foregoing, nothing in this Agreement shall
limit or restrict Stockholder from acting in his capacity as a director or
officer of Company, to the extent applicable, it being understood that this
Agreement shall apply to Stockholder solely in his capacity as a stockholder of
Company.

3. Irrevocable Proxy. Stockholder hereby agrees to timely deliver to Parent a
duly executed proxy in the form attached hereto as Annex A (the "Proxy"), such
Proxy to cover the Shares and all New Shares in respect of which Stockholder is
entitled to vote at each meeting of the stockholders of Company (including,
without limitation, each written consent in lieu of a meeting) prior to the
Expiration Date. In the event that Stockholder is unable to provide any such
Proxy in a timely manner, Stockholder hereby grants Parent a power of attorney
up to and through the Expiration Date to execute and deliver such Proxy for and
on behalf of Stockholder, such power of attorney, which being coupled with an
interest, shall survive any death, disability, bankruptcy, or any other such
impediment of Stockholder. Upon the execution of this Agreement by Stockholder,
Stockholder hereby revokes any and all prior proxies or powers of attorney
given by Stockholder with respect to the Shares and agrees not to grant any
subsequent proxies or powers of attorney with respect to the Shares until after
the Expiration Date.

4. Representations, Warranties and Covenants of Stockholder. Stockholder
hereby represents, warrants and covenants to Parent as follows:

(b) Until the Expiration Date, Stockholder will not (and will use
Stockholder's reasonable best efforts to cause Company, its affiliates,
officers, directors and employees and any investment banker, attorney,
accountant or other agent retained by Stockholder, Company or any of the
same, not to): (i) initiate or solicit, directly or indirectly, any
proposal, plan or offer to acquire all or any material part of the business
or properties or capital stock of Company, whether by merger, purchase of
assets, tender offer or otherwise, or to liquidate Company or otherwise
distribute to the stockholders of Company all or any substantial part of
the business, properties or capital stock of Company (each, an "Acquisition
Proposal"); (ii) initiate, directly or indirectly, any contact with any
person in an effort to or with a view towards soliciting any Acquisition
Proposal; (iii) furnish information concerning Company's business,
properties or assets to any corporation, partnership, person or other
entity or group (other than Parent, or any associate, agent or
representative of Parent) under any circumstances that could reasonably be
expected to relate to an actual or potential Acquisition Proposal; or (iv)
negotiate or enter into discussions or an agreement, directly or
indirectly, with any entity or group with respect of any potential
Acquisition Proposal. In the event Stockholder shall receive or become
aware of any Acquisition Proposal subsequent to the date hereof,
Stockholder shall promptly inform Parent as to any such matter and the
details thereof

III-2
<PAGE>

to the extent possible without breaching any other agreement to which such
Stockholder is a party or violating its fiduciary duties.

(c) Stockholder understands and agrees that if Stockholder attempts to
transfer, vote or provide any other person with the authority to vote any
of the Shares other than in compliance with this Agreement, Company shall
not, and Stockholder hereby unconditionally and irrevocably instructs
Company to not, permit any such transfer on its books and records, issue a
new certificate representing any of the Shares or record such vote unless
and until Stockholder shall have complied with the terms of this Agreement.

5. Additional Documents. Stockholder hereby covenants and agrees to execute
and deliver any additional documents necessary or desirable, in the reasonable
opinion of Parent, to carry out the purpose and intent of this Agreement.

8 Confidentiality. Stockholder agrees (i) to hold any information regarding
this Agreement and the Transaction in strict confidence, and (ii) not to
divulge any such information to any third person, except to the extent any of
the same is hereafter publicly disclosed by Parent and to the Stockholder's
agents or advisors in connection with the execution and performance of this
Agreement.

9. Miscellaneous.

9.2 Binding Effect and Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but, except as otherwise
specifically provided herein, neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by either of the
parties without the prior written consent of the other. This Agreement is
intended to bind Stockholder solely as a securityholder of Company only with
respect to the specific matters set forth herein.

9.3 Amendment and Modification. This Agreement may not be modified, amended,
altered or supplemented except by the execution and delivery of a written
agreement executed by the parties hereto.

9.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge
that Parent will be irreparably harmed and that there will be no adequate
remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity and Stockholder hereby waives any and all defenses which could
exist in its favor in connection with such enforcement and waives any
requirement for the security or posting of any bond in connection with such
enforcement.

III-3
<PAGE>

delivered by hand or mailed by registered or certified mail, postage prepaid,
or sent by facsimile transmission, as follows:

(a) If to Stockholder, at the address set forth below Stockholder's
signature at the end hereof.

(b) if to Parent, to:

Multex.com, Inc.
33 Maiden Lane, 5th Floor
New York, New York 10038
Attention: Philip Callaghan
Facsimile No: (212) 742-9561
Telephone No: (212) 859-9901
with a copy to:
Brobeck, Phleger & Harrison LLP
1633 Broadway, 47th Floor
New York, New York 10019
Attention: Alexander D. Lynch, Esq.
Facsimile No.: (212) 586-7878
Telephone No.: (212) 581-1600

or to such other address as any party hereto may designate for itself by notice
given as herein provided.

9.8 Counterpart. This Agreement may be executed in several counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement.

9.9 Effect of Headings. The section headings herein are for convenience only
and shall not affect the construction or interpretation of this Agreement.

(Signature Page Follows)

III-4
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Stockholder Agreement to be
executed as of the date first above written.

MULTEX.COM, INC. STOCKHOLDER

By: _________________________________ -------------------------------------
(Signature)

Name: _______________________________
-------------------------------------

Title: ______________________________ (Signature of Spouse)

-------------------------------------
(Print Name of Stockholder)

-------------------------------------
(Print Street Address)

-------------------------------------
(Print City, State and Zip)

-------------------------------------
(Print Telephone Number)

-------------------------------------
(Social Security or Tax I.D. Number)

Total Number of Shares of Parent Common Stock
owned on the date hereof:

Common Stock: ____________________________________

State of Residence: ______________________________

SIGNATURE PAGE TO STOCKHOLDER AGREEMENT

III-5
<PAGE>

ANNEX A

IRREVOCABLE PROXY

TO VOTE STOCK OF

MARKET GUIDE INC.

The undersigned stockholder of Market Guide Inc., a New York corporation
("Company"), hereby irrevocably appoints the members of the Board of Directors
of Multex.com, Inc., a Delaware corporation ("Parent"), and each of them, or
any other designee of Parent, up to and through the Expiration Date, as the
sole and exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "Shares") in accordance with the terms
of this Irrevocable Proxy. The Shares beneficially owned by the undersigned
stockholder of Company as of the date of this Irrevocable Proxy are listed on
the final page of this Irrevocable Proxy. Upon the undersigned's execution of
this Irrevocable Proxy, any and all prior proxies given by the undersigned with
respect to any Shares are hereby revoked and the undersigned agrees not to
grant any subsequent proxies with respect to the Shares until after the
Expiration Date (as defined below).

This Irrevocable Proxy is irrevocable, is coupled with an interest,
including, but not limited to, that certain Company Affiliate Agreement dated
as of even date herewith by and among Parent, and the undersigned, and is
granted in consideration of Parent entering into that certain Agreement and
Plan of Merger and Reorganization (the "Reorganization Agreement") by and among
Parent and Merengue Acquisition Corp., a New York corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), and Company which Reorganization
Agreement provides for the merger of Merger Sub with and into Company (the
"Merger"). As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Reorganization Agreement, and
(ii) the date of termination of the Reorganization Agreement.

The attorneys and proxies named above, and each of them are hereby authorized
and empowered by the undersigned, at any time prior to the Expiration Date, to
act as the undersigned's attorney and proxy to vote the Shares as indicated in
Section 2 of the Stockholders Agreement, and to exercise all voting rights of
the undersigned with respect to the Shares (including, without limitation, the
power to execute and deliver written consents), at every annual, special or
adjourned meeting of the stockholders of Company and in every written consent
in lieu of such meeting in favor of approval and adoption of the Reorganization
Agreement and of the transactions contemplated thereby.

The attorneys and proxies named above may not exercise this Irrevocable Proxy
on any other matter except as provided above. The undersigned stockholder may
vote the Shares on all other matters.

(SIGNATURE PAGE FOLLOWS)

III-6
<PAGE>

This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable.

Dated: June , 1999

-------------------------------------
(Signature of Stockholder)

-------------------------------------
(Print Name of Stockholder)

Shares beneficially owned:

___________________________ shares of
Company Common Stock

SIGNATURE PAGE TO IRREVOCABLE PROXY

III-7
<PAGE>

APPENDIX IV

June 22, 1999

Board of Directors
Multex.com, Inc.
33 Maiden Lane, 5th Floor
New York, NY 10038

Members of the Board:

We understand that Market Guide Inc. (the "Company"), Multex.com, Inc.
("Acquiror") and Merengue Acquisition Corp. (a wholly owned subsidiary of
Acquiror, "Merger Sub") are proposing to enter into an Agreement and Plan of
Merger and Reorganization (the "Agreement") which will provide, among other
things, for the merger (the "Merger") of Merger Sub with and into the Company.
Upon consummation of the Merger, the Company will become a wholly owned
subsidiary of Acquiror. Under the terms set forth in a draft of the Agreement
dated June 18, 1999 (the "Draft Agreement"), at the effective time of the
Merger, each issued and outstanding share of common stock of the Company, par
value $0.001 per share ("Company Common Stock"), other than certain shares to
be canceled pursuant to the Agreement and shares held by stockholders who
properly exercise dissenters' rights ("Dissenting Shares"), will be converted
into the right to receive 1.0000 shares (the "Exchange Ratio") of the common
stock of Acquiror, par value $0.01 per share ("Acquiror Common Stock"). The
terms and conditions of the Merger are set out more fully in the Agreement.

You have asked us whether, in our opinion, the Exchange Ratio is fair, from a
financial point of view and as of the date hereof, to Acquiror.

For purposes of this opinion we have, among other things:

(i) reviewed certain publicly available financial statements and other
business and financial information of the Company and Acquiror,
respectively;

(ii) reviewed certain internal financial statements and other financial
and operating data concerning the Company and Acquiror, including
information relating to certain strategic, financial and operational
benefits anticipated from the merger, prepared by the management of the
Company and Acquiror, respectively;

(iii) reviewed certain financial forecasts and other forward looking
financial information prepared by the management of the Company and
Acquiror, respectively;

(iv) held discussions with the respective managements of the Company and
Acquiror concerning the businesses, past and current operations, financial
condition and future prospects of both the Company and Acquiror,
independently and combined, including discussions with the managements of
the Company and Acquiror concerning cost savings and other synergies that
are expected to result from the Merger, as well as their views regarding
the strategic rationale for the Merger;

(v) reviewed the financial terms and conditions set forth in the Draft
Agreement;

(vi) reviewed the stock price and trading history of Company Common Stock
and Acquiror Common Stock;

(vii) compared the financial performance of the Company and the Acquiror
and the prices and trading activity of Company Common Stock and Acquiror
Common Stock with that of certain other publicly traded companies
comparable with the Company and Acquiror, respectively;

(viii) compared the financial terms of the Merger with the financial
terms, to the extent publicly available, of other transactions that we
deemed relevant;

(ix) reviewed the pro forma impact of the Merger on Acquiror's revenues
and earnings per share;

IV-1
<PAGE>

(x) reviewed and considered in the analysis, information prepared by
members of management of the Company and Acquiror, respectively, relating
to the relative contributions of the Company and Acquiror to the combined
company;

(xi) participated in discussions and negotiations among representatives
of the Company and Acquiror and their financial and legal advisors; and

(xii) made such other studies and inquiries, and reviewed such other
data, as we deemed relevant.

In our review and analysis, and in arriving at our opinion, we have assumed and
relied upon the accuracy and completeness of all of the financial and other
information provided to us (including information furnished to us orally or
otherwise discussed with us by the management of the Company and Acquiror) or
publicly available and have neither attempted to verify, nor assumed
responsibility for verifying, any of such information. We have relied upon the
assurances of management of the Company and Acquiror that they are not aware of
any facts that would make such information inaccurate or misleading.
Furthermore, we did not obtain or make, or assume any responsibility for
obtaining or making, any independent evaluation or appraisal of the properties,
assets or liabilities (contingent or otherwise) of the Company or Acquiror, nor
were we furnished with any such evaluation or appraisal. With respect to the
financial forecasts and projections (and the assumptions and bases therefor)
for each of the Company and Acquiror that we have reviewed, upon the advice of
the managements of the Company and Acquiror, we have assumed that such
forecasts and projections have been reasonably prepared in good faith on the
basis of reasonable assumptions and reflect the best currently available
estimates and judgments as to the future financial condition and performance of
the Company and Acquiror, respectively, and we have further assumed that such
projections and forecasts will be realized in the amounts and in the time
periods currently estimated. In this regard, we note that each of the Company
and Acquiror face exposure to the Year 2000 problem. We have not undertaken any
independent analysis to evaluate the reliability or accuracy of the assumptions
made by the managements of the Company and Acquiror with respect to the
potential effect that the Year 2000 problem might have on their respective
forecasts. We have assumed that the Merger will be consummated upon the terms
set forth in the Draft Agreement without material alteration thereof,
including, among other things, that the Merger will be accounted for as a
"pooling-of-interests" business combination in accordance with U.S. generally
accepted accounting principles ("GAAP") and that the Merger will be treated as
a tax-free reorganization pursuant to the Internal Revenue Code of 1986, as
amended. In addition, we have assumed that the historical financial statements
of each of the Company and Acquiror reviewed by us have been prepared and
fairly presented in accordance with U.S. GAAP consistently applied. We have
relied as to all legal matters relevant to rendering our opinion on the advice
of counsel.

This opinion is necessarily based upon market, economic and other conditions
as in effect on, and information made available to us as of, the date hereof.
It should be understood that subsequent developments may affect the conclusion
expressed in this opinion and that we disclaim any undertaking or obligation to
advise any person of any change in any matter affecting this opinion which may
come or be brought to our attention after the date of this opinion. Our opinion
is limited to the fairness, from a financial point of view and as to the date
hereof, of the Exchange Ratio to Acquiror. We do not express any opinion as to
(i) the value of any employee agreement or other arrangement entered into in
connection with the Merger, (ii) any tax or other consequences that might
result from the Merger or (iii) what the value of Acquiror Common Stock will be
when issued to the Company's stockholders pursuant to the Merger or the price
at which the shares of Acquiror Common Stock that are issued pursuant to the
Merger may be traded in the future. Our opinion does not address the relative
merits of the Merger and the other business strategies that Acquiror's Board of
Directors has considered or may be considering, nor does it address the
decision of Acquiror's Board of Directors to proceed with the Merger.

We are acting as financial advisor to Acquiror in connection with the Merger
and will receive (i) a fee contingent upon the delivery of this opinion and
(ii) an additional fee contingent upon the consummation of the Merger. In
addition, Acquiror has agreed to indemnify us for certain liabilities that may
arise out of our

IV-2
<PAGE>

engagement. In the past, we have provided certain investment banking services
to Acquiror for which we have been paid fees, including acting as lead manager
for Acquiror's initial public offering. We maintain a market in the shares of
Acquiror Common Stock and Company Common Stock. In the ordinary course of
business, we may trade in Acquiror's securities and the Company's securities
for our own account and the account of our customers and, accordingly, may at
any time hold a long or short position in Acquiror's securities or the
Company's securities.

Our opinion expressed herein is provided for the information of the Board of
Directors of Acquiror in connection with its evaluation of the Merger. Our
opinion is not intended to be and does not constitute a recommendation to any
stockholder of Acquiror or the Company as to how such stockholder should vote,
or take any other action, with respect to the Merger. This opinion may not be
summarized, described or referred to or furnished to any party except with our
express prior written consent.

Based upon and subject to the foregoing considerations, it is our opinion
that, as of the date hereof, the Exchange Ratio is fair to Acquiror from a
financial point of view.

Very truly yours,

BANCBOSTON ROBERTSON STEPHENS INC.

/s/ BancBoston Robertson Stephens
Inc.

IV-3
<PAGE>

APPENDIX V

June 22, 1999

Board of Directors
Market Guide, Inc.
2001 Marcus Avenue, Suite S200
Lake Success, New York 11042-1011

Dear Sirs:

You have requested our opinion as to the fairness from a financial point of
view to the holders of common stock, par value $.001 per share ("Company Common
Stock") of Market Guide Inc. (the "Company") of the consideration to be
received by such holders pursuant to the terms of the Agreement and Plan of
Merger and Reorganization, dated as of June 22, 1999 (the "Agreement"), among
Multex.com Inc. ("Parent"), the Company and Merengue Acquisition Corp., a
wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub
will be merged (the "Merger") with and into the Company.

Pursuant to the Agreement, each share of Company Common Stock will be
converted, subject to certain exceptions, into the right to receive 1.0 share
of common stock, $0.01 par value per share ("Parent Common Stock") of Parent.
The terms and conditions of the Merger are set forth in more detail in the
Agreement.

In arriving at our opinion, we have reviewed the draft dated June 22, 1999 of
the Agreement, and we have assumed the final form of the Agreement will not
vary in any respect that is material to our analysis. We also have reviewed
financial and other information that was publicly available or furnished to us
by the Company and Parent including information provided during discussions
with their respective managements. Included in the information provided during
discussions with the respective managements were certain financial projections
of the Company for the period beginning March 1, 1999 and ending February 28,
2002, together with certain growth assumptions of the Company for the period
beginning March 1, 2002 and ending February 28, 2004, prepared by the
management of the Company and certain financial projections of Parent for the
period beginning January 1, 1999 and ending December 31, 2002 prepared by the
management of Parent. In addition, we have reviewed the historical stock prices
and trading volumes of the Company Common Stock and Parent Common Stock,
reviewed prices and premiums paid in certain other business combinations and
conducted such other financial studies, analyses and investigations as we
deemed appropriate for purposes of this opinion.

In rendering our opinion, we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available
to us from public sources, that was provided to us by the Company and Parent or
their respective representatives, or that was otherwise reviewed by us. With
respect to the financial projections and assumptions supplied to us, we have
assumed that they have been reasonably prepared on the basis reflecting the
best currently available estimates and judgments of the management of the
Company and Parent as to the future operating and financial performance of the
Company and Parent, respectively. We express no opinion with respect to such
projections, forecasts and analyses or the assumptions upon which they were
based. We have not assumed any responsibility for making an independent
evaluation of any assets or liabilities or for making any independent
verification of any of the information reviewed by us.

Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as of,
the date of this letter. It should be understood that, although subsequent
developments may affect this opinion, we do not have any obligation to update,
revise or reaffirm this opinion. We are expressing no opinion herein as to the
prices at which Parent Common Stock or Company Common Stock will actually trade
at any time. Our opinion does not address the relative merits of the Merger and
the other business strategies being considered by the Company's Board of
Directors, nor does it address the Board's decision to proceed with the Merger.
Our opinion does not constitute a recommendation to any stockholder as to how
such stockholder should vote on the proposed transaction.

V-1
<PAGE>

Donaldson, Lufkin & Jenrette Securities Corporation, as part of its
investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes.

Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the consideration to be received by the holders of the
Company Common Stock is fair to such holders from a financial point of view.

Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

/s/ John B. Maier II
By: _________________________________
John B. Maier II
Managing Director

V-2
<PAGE>

APPENDIX VI

PROCEDURE TO ENFORCE SHAREHOLDER'S RIGHT TO RECEIVE PAYMENT FOR SHARES.--
(a) A shareholder intending to enforce his right under a section of this
chapter to receive payment for his shares if the proposed corporate action
referred to therein is taken shall file with the corporation, before the
meeting of shareholders at which the action is submitted to a vote, or at such
meeting but before the vote, written objection to the action. The objection
shall include a notice of his election to dissent, his name and residence
address, the number and classes of shares as to which he dissents and a demand
for payment of the fair value of his shares if the action is taken. Such
objection is not required from any shareholder to whom the corporation did not
give notice of such meeting in accordance with this chapter or where the
proposed action is authorized by written consent of shareholders without a
meeting.

(b) Within ten days after the shareholders' authorization date, which term as
used in this section means the date on which the shareholders' vote authorizing
such action was taken, or the date on which such consent without a meeting was
obtained from the requisite shareholders, the corporation shall given written
notice of such authorization or consent by registered mail to each shareholder
who filed written objection or from whom written objection was not required,
excepting any shareholder who voted for or consented in writing to the proposed
action and who thereby is deemed to have elected not to enforce his right to
receive payment for his shares.

(c) Within twenty days after the giving of notice to him, any shareholder
from whom written objection was not required and who elects to dissent shall
file with the corporation a written notice of such election, stating his name
and residence address the number and classes of shares as to which he dissents
and a demand for payment of the fair value of his shares. Any shareholder who
elects to dissent from a merger under section 905 (Merger of subsidiary
corporation) or paragraph (c) of section 907 (Merger or consolidation of
domestic and foreign corporations) or from a share exchange under paragraph (g)
of section 913 (Share exchanges) shall file a written notice of such election
to dissent within twenty days after the giving to him of a copy of the plan of
merger or exchange or an outline of the material features thereof under section
905 or 913.

(d) A shareholder may not dissent as to less than all of the shares, as to
which he has a right to dissent, held by him of record, that he owns
beneficially. A nominee or fiduciary may not dissent on behalf of any
beneficial owner as to less than all of the shares of such owner, as to which
such nominee or fiduciary has a right to dissent, held of record by such
nominee or fiduciary.

(e) Upon consummation of the corporate action, the shareholder shall cease to
have any of the rights of a shareholder except the right to be paid the fair
value of his shares and any other rights under this section. A notice of
election may be withdrawn by the shareholder at any time prior to his
acceptance in writing of an offer made by the corporation, as provided in
paragraph (g), but in no case later than sixty days from the date of
consummation of the corporate action except that if the corporation fails to
make a timely offer, as provided in paragraph (g), the time for withdrawing a
notice of election shall be extended until sixty days from the date an offer is
made. Upon expiration of such time, withdrawal of a notice of election shall
require the written consent of the corporation. In order to be effective,
withdrawal of a notice of election must be accompanied by the return to the
corporation of any advance payment made to the shareholder as provided in
paragraph (g). If a notice of election is withdrawn, or the corporate action is
rescinded, or a court shall determine that the shareholder is not entitled to
receive payment for his shares, or the shareholder shall otherwise lose his
dissenter's rights, he shall not have the right to receive payment for his
shares and he shall be reinstated to all his rights as a shareholder as of the
consummation of the corporate action, including any intervening preemptive
rights and the right to payment of any intervening dividend or other
distribution or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of the corporation, the fair value thereof in cash as determined by
the board as of the time of such expiration or completion, but without
prejudice otherwise to any corporate proceedings that may have been taken in
the interim.

VI-1
<PAGE>

(f) At the time of filing the notice of election to dissent or within one
month thereafter the shareholder of shares represented by certificates shall
submit the certificates representing his shares to the corporation, or to its
transfer agent, which shall forthwith note conspicuously thereon that a notice
of election has been filed and shall return the certificates to the shareholder
or other person who submitted them on his behalf. Any shareholder of shares
represented by certificates who fails to submit his certificates for such
notation as herein specified shall, at the option of the corporation exercised
by written notice to him within forty-five days from the date of filing of such
notice of election to dissent, lose his dissenter's rights unless a court, for
good cause shown, shall otherwise direct. Upon transfer of a certificate
bearing such notation, each new certificate issued therefor shall bear a
similar notation together with the name of the original dissenting holder of
the shares and a transferee shall acquire no rights in the corporation except
those which the original dissenting shareholder had at the time of the
transfer.

(g) Within fifteen days after the expiration of the period within which
shareholders may file their notices of election to dissent, or within fifteen
days after the proposed corporate action is consummated, whichever is later
(but in no case later than ninety days from the shareholders' authorization
date), the corporation or, in the case of a merger or consolidation, the
surviving or new corporation, shall make a written offer by registered mail to
each shareholder who has filed such notice of election to pay for his shares at
a specified price which the corporation considers to be their fair value. Such
offer shall be accompanied by a statement setting forth the aggregate number of
shares with respect to which notices of election to dissent have been received
and the aggregate number of holders of such shares. If the corporate action has
been consummated, such offer shall also be accompanied by (1) advance payment
to each such shareholder who has submitted the certificates representing his
shares to the corporation, as provided in paragraph (f), of an amount equal to
eighty percent of the amount of such offer, or (2) as to each shareholder who
has not yet submitted his certificates a statement that advance payment to him
of an amount equal to eighty percent of the amount of such offer will be made
by the corporation promptly upon submission of his certificates. If the
corporate action has not been consummated at the time of the making of the
offer, such advance payment or statement as to advance payment shall be sent to
each shareholder entitled thereto forthwith upon consummation of the corporate
action. Every advance payment or statement as to advance payment shall include
advice to the shareholder to the effect that acceptance of such payment does
not constitute a waiver of any dissenters' rights. If the corporate action has
not been consummated upon the expiration of the ninety day period after the
shareholders' authorization date, the offer may be conditioned upon the
consummation of such action. Such offer shall be made at the same price per
share to all dissenting shareholders of the same class, or if divided into
series, of the same series and shall be accompanied by a balance sheet of the
corporation whose shares the dissenting shareholder holds as of the latest
available date, which shall not be earlier then twelve months before the making
of such offer, and a profit and loss statement or statements for not less than
a twelve month period ended on the date of such balance sheet or, if the
corporation was not in existence throughout such twelve month period, for the
portion thereof during which it was in existence. Notwithstanding the
foregoing, the corporation shall not be required to furnish a balance sheet or
profit and loss statement or statements to any shareholder to whom such balance
sheet or profit and loss statement or statements were previously furnished, nor
if in connection with obtaining the shareholders' authorization for or consent
to the proposed corporate action the shareholders were furnished with a proxy
or information statement, which included financial statements, pursuant to
Regulation 14A or Regulation 14C of the United States Securities and Exchange
Commission. If within thirty days after the making of such offer, the
corporation making the offer and any shareholder agree upon the price to be
paid for his shares, payment therefor shall be made within sixty days after the
making of such offer or the consummation of the proposed corporate action,
whichever is later, upon the surrender of the certificates for any such shares
represented by certificates.

(h) The following procedure shall apply if the corporation fails to make such
offer within such period of fifteen days, or if it makes the offer and any
dissenting shareholder or shareholders fail to agree with it within the period
of thirty days thereafter upon the price to be paid for their shares:

(1) The corporation shall, within twenty days after the expiration of
whichever is applicable of the two periods last mentioned, institute a
special proceeding in the supreme court in the judicial district in

VI-2
<PAGE>

which the office of the corporation is located to determine the rights of
dissenting shareholders and to fix the fair value of their shares. If, in
the case of merger or consolidation, the surviving or new corporation is a
foreign corporation without an office in this state, such proceeding shall
be brought in the county where the office of the domestic corporation,
whose shares are to be valued, was located.

(2) If the corporation fails to institute such proceeding within such
period of twenty days, any dissenting shareholder may institute such
proceeding for the same purpose not later than thirty days after the
expiration of such twenty day period. If such proceeding is not instituted
within such thirty day period, all dissenter's rights shall be lost unless
the supreme court, for good cause shown, shall otherwise direct.

(3) All dissenting shareholders, excepting those who, as provided in
paragraph (g), have agreed with the corporation upon the price to be paid
for their shares, shall be made parties to such proceeding, which shall
have the effect of an action quasi in rem against their shares. The
corporation shall serve a copy of the petition in such proceeding upon each
dissenting shareholder who is a resident of this state in the manner
provided by law for the service of a summons, and upon each nonresident
dissenting shareholder either by registered mail and publication, or in
such other manner as is permitted by law. The jurisdiction of the court
shall be plenary and exclusive.

(4) The court shall determine whether each dissenting shareholder, as to
whom the corporation requests the court to make such determination, is
entitled to receive payment for his shares. If the corporation does not
request any such determination or if the court finds that any dissenting
shareholder is so entitled, it shall proceed to fix the value of the
shares, which, for the purposes of this section, shall be the fair value as
of the close of business on the day prior to the shareholders'
authorization date. In fixing the fair value of the shares, the court shall
consider the nature of the transaction giving rise to the shareholder's
right to receive payment for shares and its effects on the corporation and
its shareholders, the concepts and methods then customary in the relevant
securities and financial markets for determining fair value of shares of a
corporation engaging in a similar transaction under comparable
circumstances and all other relevant factors. The court shall determine the
fair value of the shares without a jury and without referral to an
appraiser or referee. Upon application by the corporation or by any
shareholder who is a party to the proceeding, the court may, in its
discretion, permit pretrial disclosure, including, but not limited to,
disclosure of any expert's reports relating to the fair value of the shares
whether or not intended for use at the trial in the proceeding and
notwithstanding subdivision (d) of section 3101 of the civil practice law
and rules.

(5) The final order in the proceeding shall be entered against the
corporation in favor of each dissenting shareholder who is a party to the
proceeding and is entitled thereto for the value of his shares so
determined.

(6) The final order shall include an allowance for interest at such rate
as the court finds to be equitable, from the date the corporate action was
consummated to the date of payment. In determining the rate of interest,
the court shall consider all relevant factors, including the rate of
interest which the corporation would have had to pay to borrow money during
the pendency of the proceeding. If the court finds that the refusal of any
shareholder to accept the corporate offer of payment for his shares was
arbitrary, vexatious or otherwise not in good faith, no interest shall be
allowed to him.

(7) Each party to such proceeding shall bear its own costs and expenses,
including the fees and expenses of its counsel and of any experts employed
by it. Notwithstanding the foregoing, the court may, in its discretion,
apportion and assess all or any part of the costs, expenses and fees
incurred by the corporation against any or all of the dissenting
shareholders who are parties to the proceeding, including any who have
withdrawn their notices of election as provided in paragraph (e), if the
court finds that their refusal to accept the corporate offer was arbitrary,
vexatious or otherwise not in good faith. The court may, in its discretion,
apportion and assess all or any part of the costs, expenses and fees
incurred by any or all of the dissenting shareholders who are parties to
the proceeding against the corporation if the court finds any of the
following: (A) that the fair value of the shares as determined materially
exceeds the

VI-3
<PAGE>

amount which the corporation offered to pay; (B) that no offer or required
advance payment was made by the corporation; (C) that the corporation
failed to institute the special proceeding within the period specified
therefor; or (D) that the action of the corporation in complying with its
obligations as provided in this section was arbitrary, vexatious or
otherwise not in good faith. In making any determination as provided in
clause (A), the court may consider the dollar amount or the percentage, or
both, by which the fair value of the shares as determined exceeds the
corporate offer.

(8) Within sixty days after final determination of the proceeding, the
corporation shall pay to each dissenting shareholder the amount found to be
due him, upon surrender of the certificate for any such shares represented
by certificates.

(i) Shares acquired by the corporation upon the payment of the agreed value
therefor or of the amount due under the final order, as provided in this
section, shall become treasury shares or be cancelled as provided in section
515 (Reacquired shares), except that, in the case of a merger or consolidation,
they may be held and disposed of as the plan of merger or consolidation may
otherwise provide.

(j) No payment shall be made to a dissenting shareholder under this section
at a time when the corporation is insolvent or when such payment would make it
insolvent. In such event, the dissenting shareholder shall, at his option:

(1) Withdraw his notice of election, which shall in such event be deemed
withdrawn with the written consent of the corporation; or

(2) Retain his status as a claimant against the corporation and, if it is
liquidated, be subordinated to the rights of creditors of the corporation,
but have rights superior to the non-dissenting shareholders, and if it is
not liquidated, retain his right to be paid for his shares, which right the
corporation shall be obliged to satisfy when the restrictions of this
paragraph do not apply.

(3) The dissenting shareholder shall exercise such option under
subparagraph (1) or (2) by written notice filed with the corporation within
thirty days after the corporation has given him written notice that payment
for his shares cannot be made because of the restrictions of this
paragraph. If the dissenting shareholder fails to exercise such option as
provided, the corporation shall exercise the option by written notice given
to him within twenty days after the expiration of such period of thirty
days.

(k) The enforcement by a shareholder of his right to receive payment for his
shares in the manner provided herein shall exclude the enforcement by such
shareholder of any other right to which he might otherwise be entitled by
virtue of share ownership, except as provided in paragraph (e), and except that
this section shall not exclude the right of such shareholder to bring or
maintain an appropriate action to obtain relief on the ground that such
corporate action will be or is unlawful or fraudulent as to him.

(l) Except as otherwise expressly provided in this section, any notice to be
given by a corporation to a shareholder under this section shall be given in
the manner provided in section 605 (Notice of meetings of shareholders).

(m) This section shall not apply to foreign corporations except as provided
in subparagraph (e)(2) of section 907 (Merger or consolidation of domestic and
foreign corporations). (Last amended by Ch. 117, L.'86, eff. 9-1-86.)

RIGHT OF SHAREHOLDER TO RECEIVE PAYMENT FOR SHARES UPON MERGER OR
CONSOLIDATION, OR SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ASSETS, OR
SHARE EXCHANGE.--(a) A shareholder of a domestic corporation shall, subject to
and by complying with section 623 (Procedure to enforce shareholder's right to
receive payment for shares), have the right to receive payment of the fair
value of his shares and the other rights and benefits provided by such section,
in the following cases:

(1) Any shareholder entitled to vote who does not assent to the taking of
an action specified in clauses (A), (B) and (C).

VI-4
<PAGE>

(A) Any plan of merger or consolidation to which the corporation is a
party; except that the right to receive payment of the fair value of his
shares shall not be available:

(i) To a shareholder of the parent corporation in a merger authorized
by section 905 (Merger of parent and subsidiary corporations), or
paragraph (c) of section 907 (Merger or consolidation of domestic and
foreign corporations); 1aor

(ii) To a shareholder of the surviving corporation in a merger
authorized by this article, other than a merger specified in subclause
(i), unless such merger effects one or more of the changes specified in
subparagraph (b)(6) of section 806 (Provisions as to certain
proceedings) in the rights of the shares held by such shareholder; or

(iii) Notwithstanding subclause (ii) of this clause, to a shareholder
for the shares of any class or series of stock, which shares or
depository receipts in respect thereof, at the record date fixed to
determine the shareholders entitled to receive notice of the meeting of
shareholders to vote upon the plan of merger or consolidation, were
listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the
National Association of Securities Dealers, Inc.

(B) Any sale, lease, exchange or other disposition of all or
substantially all of the assets of a corporation which requires shareholder
approval under section 909 (Sale, lease, exchange or other disposition of
assets) other than a transaction wholly for cash where the shareholders'
approval thereof is conditioned upon the dissolution of the corporation and
the distribution of substantially all of its net assets to the shareholders
in accordance with their respective interests within one year after the
date of such transaction.

(C) Any share exchange authorized by section 913 in which the corporation
is participating as a subject corporation; except that the right to receive
payment of the fair value of his shares shall not be available to a
shareholder whose shares have not been acquired in the exchange or to a
shareholder for the shares of any class or series of stock, which shares or
depository receipt in respect thereof, at the record date fixed to
determine the shareholders entitled to receive notice of the meeting of
shareholders to vote upon the plan of exchange, were listed on a national
securities exchange or designated as a national market system security on
an interdealer quotation system by the National Association of Securities
Dealers, Inc.

(2) Any shareholder of the subsidiary corporation in a merger authorized by
section 905 or paragraph (c) of section 907, or in a share exchange authorized
by paragraph (g) of section 913, who files with the corporation a written
notice of election to dissent as provided in paragraph (c) of section 623.

(3) Any shareholder, not entitled to vote with respect to a plan of merger or
consolidation to which the corporation is a party, whose shares will be
cancelled or exchanged in the merger or consolidation for cash or other
consideration other than shares of the surviving or consolidated corporation or
another corporation. (Last amended by Ch. 449, L. '97, eff. 2-22-98 and Ch. 17,
L. '98, eff. 2-19-98, deemed eff. 2-22-98.)
- --------
Ch. 449, L. '97, eff. 2-22-98, added matter in italic and deleted
"subparagraphs" and "subparagraph". Ch. 17, L. '98, eff. 2-19-98, deemed eff.
2-22-98, substituted "and" with "or"; added "or" at the end of paragraph
(a)(1)(A)(ii); substituted "To" with "Notwithstanding subclause (ii) of this
clause, to"; and added matter in italic in paragraph (a)(1)(C).

VI-5
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The Registrant's certificate of incorporation provides that, except to the
extent prohibited by the Delaware General Corporation Law (the "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 of
incorporation 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 the 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 the 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
Registrant's certificate of incorporation eliminates the personal liability of
directors to the fullest extent permitted by 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 of 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, 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 Registrant's certificate of incorporation. The
Registrant is not aware of any threatened litigation or proceeding that may
result in a claim for such indemnification.

Item 21. Exhibits and Financial Statement Schedules.

The following is a list of Exhibits filed as part of the Registration
Statement or incorporated by reference herein:

3.1 Registrant's Second Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.2 Registrant's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.4 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).

4.1 See Exhibits 3.1 and 3.2 for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining the rights of
holders of Common Stock of the Registrant.

5.1 Opinion of Brobeck, Phleger & Harrison LLP regarding the legality of
the securities being issued.

8.1 Form of Opinion of Brobeck, Phleger & Harrison LLP regarding certain
tax matters.

8.2 Form of Opinion of Willkie Farr & Gallagher regarding certain tax
matters.

10.1 Sublease, dated August 23, 1995, between International Business
Machines Corporation and the Registrant (incorporated by reference to
Exhibit 10.1 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).

10.2+ Interactive Services Agreement, dated as of March 20, 1998, by and
between America Online, Inc. and the Registrant (incorporated by
reference to Exhibit 10.2 of the Registrant's Registration Statement
on Form S-1 (File No. 333-70693)).

10.3+ Distribution and Joint Sourcing Agreement, dated as of June 4, 1996,
by and between Bloomberg, L.P. and the Registrant (incorporated by
reference to Exhibit 10.3 of the Registrant's Registration Statement
on Form S-1 (File No. 333-70693)).

10.4+ Specialist Data Agreement, dated as of July 15, 1998, by and between
Reuters Limited and the Registrant (incorporated by reference to
Exhibit 10.4 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).

10.5(a) 1999 Stock Option Plan (incorporated by reference to Exhibit 10.5 of
the Registrant's Registration Statement on Form S-1 (File No. 333-
70693)).

10.5(b) 1999 Stock Option Plan, amended and restated as of August 16, 1999.

10.6 Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.6 of the Registrant's Registration Statement on Form S-1 (File No.
333-70693)).

10.7 Fourth Amended and Restated Registration Rights Agreement, dated as of
December 15, 1998 (incorporated by reference to Exhibit 10.7 of the
Registrant's Registration Statement on Form S-1 (File No. 333-70693)).

10.8+ Agreement for Internal Electronic Distribution Services, dated as of
April 10, 1997, by and between Robertson, Stephens & Company LLC and
the Registrant (incorporated by reference to Exhibit 10.8 of the
Registrant's Registration Statement on Form S-1 (File No. 333-70693)).

10.9+ 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 Roberson, Stephens & Company LLC and the Registrant
(incorporated by reference to Exhibit 10.9 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).

10.10 Amendment No. 2, dated as of July 29, 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
(incorporated by reference to Exhibit 10.10 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).

10.11+ Amendment No. 3, dated as of September 10, 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
(incorporated by reference to Exhibit 10.11 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).

10.12 Agreement for Electronic Distribution Services, dated as of June 30,
1998, by and between CIBC Wood Gundy Securities, Inc. and the
Registrant (incorporated by reference to Exhibit 10.12 of the
Registrant's Registration Statement on Form S-1 (File No. 333-70693)).
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.13+ Master Services Agreement, dated as of November 23, 1998, by and
between Dain Rauscher Incorporated and the Registrant (incorporated by
reference to Exhibit 10.13 of the Registrant's Registration Statement
on Form S-1 (File No. 333-70693)).

10.14 Agreement for Internal Distribution Services, dated as of February 17,
1998, by and between CIBC Oppenheimer Corp. and the Registrant
(incorporated by reference to Exhibit 10.14 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).

10.15 Letter Agreement, dated February 5, 1999, by and between CIBC
Oppenheimer Corp. and the Registrant (incorporated by reference to
Exhibit 10.15 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).

10.16 Amendment to Interactive Services Agreement, dated as of February 25,
1999, by and between America Online, Inc. and the Registrant
(incorporated by reference to Exhibit 10.16 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).

23.1 Consent of Brobeck, Phleger & Harrison, included in Exhibits 5 and
8.1.

23.2 Consent of Willkie Farr & Gallagher, included in Exhibit 8.2

23.3 Consent of Ernst & Young LLP.

23.4 Consent of Ernst & Young LLP.

23.5 Consent of Zerbo, McKiernan & Zambito, L.L.C.

24 Power of Attorney, included on the signature page of this Registration
Statement.

99.1 Consent of BancBoston Robertson Stephens Inc.

99.2 Consent of Donaldson Lufkin & Jenrette Securities Corporation.

99.3 Form of Proxy Card of Multex.Com, Inc.

99.4 Form of Proxy Card of Market Guide Inc.
</TABLE>
- --------
+ Confidential treatment granted.

Item 22. Undertakings

The undersigned Registrant hereby undertakes:

(1) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that is incorporated by reference in the
registration statement 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;

(2) that, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) of the Securities Act, such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form;

(3) that every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to this Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment 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-3
<PAGE>

(4) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of this Registration Statement through the date of
responding to the request; and

(5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in this Registration Statement
when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act
of may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 20 above, 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 Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than 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, the Registrant will, unless in
the opinion of its 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.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this 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 17th day of August, 1999.

MULTEX.COM, INC.

/s/ Isaak Karaev
By: _________________________________
Isaak Karaev
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and/or officers of Multex.com, Inc. (the
"Company"), hereby severally constitute and appoint Isaak Karaev, Chief
Executive Officer, and Philip Scheps, Vice President, Finance and Controller,
and each of them individually, with full powers of substitution and
resubstitution, our true and lawful attorneys, with full powers to them and
each of them to sign for us, in our names and in the capacities indicated
below, the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission, and any and all amendments to said Registration Statement
(including post-effective amendments), and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in
connection with the registration under the Securities Act of 1933, as amended,
of equity securities of the Company, and to file or cause to be filed the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each of
them, full power and authority to do and perform each and purposes as each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or could do in
person, and hereby ratifying and confirming all that said attorneys, and each
of them, or their substitute or substitutes, shall do or cause to be done by
virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement to be signed by the following persons in the capacities
indicated on August 17, 1999:

Signature Title(s)

/s/ Isaak Karaev Chief Executive Officer and Chairman
- ------------------------------------- of the Board of Directors (Principal
Isaak Karaev Executive Officer)

/s/ Philip Scheps Vice President, Finance and
- ------------------------------------- Controller (Principal Financial and
Philip Scheps Accounting Officer)

/s/ James M. Tousignant President and Director
- -------------------------------------
James M. Tousignant

II-5
<PAGE>

Signature Title(s)

/s/ George F. Rick Adam, Jr. Director
- -------------------------------------
George F. Rick Adam, Jr.

/s/ I. Robert Greene Director
- -------------------------------------
I. Robert Greene

/s/ Lennert J. Leader Director
- -------------------------------------
Lennert J. Leader

/s/ Herbert L. Skeete Director
- -------------------------------------
Herbert L. Skeete

/s/ John Tugwell Director
- -------------------------------------
John Tugwell

II-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1 Agreement and Plan of Merger and Reorganization dated as of June 23,
1999, by and among the Registrant, Merengue Acquisition Corp. and
Market Guide, Inc. (attached as Appendix I to the proxy
statement/prospectus contained in this registration statement).
3.1 Registrant's Second Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).
3.2 Registrant's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.4 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining the rights of
holders of Common Stock of the Registration.
5.1 Opinion of Brobeck, Phleger & Harrison LLP regarding the legality of
the securities being issued.
8.1 Form of Opinion of Brobeck, Phleger & Harrison LLP regarding certain
tax matters.
8.2 Form of Opinion of Willkie Farr & Gallagher regarding certain tax
matters.
10.1 Sublease, dated August 23, 1995, between International Business
Machines Corporation and the Registrant (incorporated by reference to
Exhibit 10.1 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).
10.2+ Interactive Services Agreement, dated as of March 20, 1998, by and
between America Online, Inc. and the Registrant (incorporated by
reference to Exhibit 10.2 of the Registrant's Registration Statement
on Form S-1 (File No. 333-70693)).
10.3+ Distribution and Joint Sourcing Agreement, dated as of June 4, 1996,
by and between Bloomberg, L.P. and the Registrant (incorporated by
reference to Exhibit 10.3 of the Registrant's Registration Statement
on Form S-1 (File No. 333-70693)).
10.4+ Specialist Data Agreement, dated as of July 15, 1998, by and between
Reuters Limited and the Registrant (incorporated by reference to
Exhibit 10.4 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).
10.5(a) 1999 Stock Option Plan (incorporated by reference to Exhibit 10.5 of
the Registrant's Registration Statement on Form S-1 (File No. 333-
70693)).
10.5(b) 1999 Stock Option Plan, amended and restated as of August 16, 1999.
10.6 Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.6 of the Registrant's Registration Statement on Form S-1 (File No.
333-70693)).
10.7 Fourth Amended and Restated Registration Rights Agreement, dated as of
December 15, 1998 (incorporated by reference to Exhibit 10.7 of the
Registrant's Registration Statement on Form S-1 (File No. 333-70693)).
10.8+ Agreement for Internal Electronic Distribution Services, dated as of
April 10, 1997, by and between Robertson, Stephens & Company LLC and
the Registrant (incorporated by reference to Exhibit 10.8 of the
Registrant's Registration Statement on Form S-1 (File No. 333-70693)).
10.9+ 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 Roberson, Stephens & Company LLC and the Registrant
(incorporated by reference to Exhibit 10.9 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).
10.10 Amendment No. 2, dated as of July 29, 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
(incorporated by reference to Exhibit 10.10 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).
</TABLE>

II-7
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.11+ Amendment No. 3, dated as of September 10, 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
(incorporated by reference to Exhibit 10.11 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).
10.12 Agreement for Electronic Distribution Services, dated as of June 30,
1998, by and between CIBC Wood Gundy Securities, Inc. and the
Registrant (incorporated by reference to Exhibit 10.12 of the
Registrant's Registration Statement on Form S-1 (File No. 333-70693)).
10.13+ Master Services Agreement, dated as of November 23, 1998, by and
between Dain Rauscher Incorporated and the Registrant (incorporated by
reference to Exhibit 10.13 of the Registrant's Registration Statement
on Form S-1 (File No. 333-70693)).
10.14 Agreement for Internal Distribution Services, dated as of February 17,
1998, by and between CIBC Oppenheimer Corp. and the Registrant
(incorporated by reference to Exhibit 10.14 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).
10.15 Letter Agreement, dated February 5, 1999, by and between CIBC
Oppenheimer Corp. and the Registrant (incorporated by reference to
Exhibit 10.15 of the Registrant's Registration Statement on Form S-1
(File No. 333-70693)).
10.16 Amendment to Interactive Services Agreement, dated as of February 25,
1999, by and between America Online, Inc. and the Registrant
(incorporated by reference to Exhibit 10.16 of the Registrant's
Registration Statement on Form S-1 (File No. 333-70693)).
23.1 Consent of Brobeck, Phleger & Harrison, included in Exhibits 5 and
8.1.
23.2 Consent of Willkie Farr & Gallagher, included in Exhibit 8.2.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Ernst & Young LLP.
23.5 Consent of Zerbo, McKiernan & Zambito, L.L.C.
24 Power of Attorney, included on the signature page of this Registration
Statement.
99.1 Consent of BancBoston Robertson Stephens Inc.
99.2 Consent of Donaldson Lufkin & Jenrette Securities Corporation.
99.3 Form of Proxy Card of Multex.Com, Inc.
99.4 Form of Proxy Card of Market Guide Inc.
</TABLE>
- --------
+ Confidential treatment granted.

II-8

<PAGE>

EXHIBIT 5.1

[ON BROBECK, PHLEGER & HARRISON LLP LETTERHEAD]

August 17, 1999

Multex.com, Inc.
33 Maiden Lane, 5th Floor
New York, New York 10038

Re: Multex.com, Inc. Registration Statement on Form S-4 for Issuance of Shares
of Common Stock
--------------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Multex.com, Inc., a Delaware corporation
(the "Company"), in connection with the proposed public offering of the
Company's Common Stock (the "Shares"), as described in the Company's
Registration Statement on Form S-4 (the "Registration Statement") filed on the
date hereof with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act").

This opinion is being furnished in accordance with the requirements of
Item 21(a) of Form S-4 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized and if, as and when issued in accordance with the Registration
Statement and the related joint proxy statement/prospectus (as amended and
supplemented through the date of issuance) will be legally issued, fully paid
and nonassessable.

We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.

This opinion letter is rendered as of the date first above written and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion,
<PAGE>

Multex.com, Inc. August 17, 1999
Page 2

whether by implication or otherwise, as to any other matters relating to the
Company or the Shares.

Very truly yours,

/s/ BROBECK, PHLEGER & HARRISON LLP

BROBECK, PHLEGER & HARRISON LLP

<PAGE>

EXHIBIT 8.1

FORM OF OPINION

, 1999

Multex.com, Inc.
33 Maiden Lane, 5th Floor
New York, NY 10038

Ladies and Gentlemen:

This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Merger and Reorganization (the "Agreement") dated as of June 23,
1999, among Multex.com, Inc., a Delaware corporation ("Multex.com"), Merengue
Acquisition Corp., a Delaware corporation ("Sub"), and Market Guide, Inc., a
Delaware corporation ("Market Guide"), and (ii) the preparation and filing with
the Securities and Exchange Commission of a Form S-4 Registration Statement
relating to the Merger (the "Registration Statement"). Pursuant to the
Agreement, Sub will merge with and into Market Guide (the "Merger"), and Market
Guide will become a wholly owned subsidiary of Multex.com.

Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").

We have acted as legal counsel to Multex.com in connection with the Merger.
As such, and for the purpose of rendering this opinion, we have examined and
are relying upon (without any independent investigation or review thereof) the
truth and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):

1. The Agreement;

2. The Registration Statement;

3. Tax representation letters (the "Tax Representation Letters")
delivered to us by Multex.com and Market Guide; and

4. Such other instruments and documents related to the formation,
organization and operation of Multex.com, Market Guide and Sub and to the
consummation of the Merger and the other transactions contemplated by the
Agreement as we have deemed necessary or appropriate.

In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:

A. Original documents submitted to us (including signatures) are
authentic, documents submitted to us as copies conform to the original
documents, and there has been (or will be by the Effective Time) due
execution and delivery of all documents where due execution and delivery
are prerequisites to the effectiveness thereof;

B. The Tax Representation Letters are true in all material respects; and

C. The Merger will be consummated in accordance with the Agreement
without any waiver or breach of any material provision thereof, and the
Merger will be effective under applicable state law.

Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we
are of the opinion that the statements regarding United States federal income
tax consequences set forth in the Registration Statement under the heading "The
Merger--Certain Federal Income Tax Considerations," insofar as they constitute
statements of law or legal conclusions, are
<PAGE>

correct in all material respects. We express no opinion as to any federal,
state or local, foreign or other tax consequences, other than as set forth in
the Registration Statement under the heading "The Merger--Certain Federal
Income Tax Considerations."

In addition to the assumptions and representations described above, this
opinion is subject to the exceptions, limitations and qualifications set forth
below.

(1) This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or the
courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, will not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.

(2) No opinion is expressed as to any transaction other than the Merger
(whether or not undertaken in connection with the Merger) or as to any
transaction whatsoever, including the Merger, if all the transactions described
in the Agreement are not consummated in accordance with the terms of such
Agreement and without waiver or breach of any material provision thereof or if
all of the representations, warranties, statements and assumptions upon which
we relied (including, without limitation, the Tax Representation Letters of the
parties referred to above) are not true and accurate at all relevant times. In
the event any one of the statements, representations, warranties or assumptions
upon which we have relied to issue this opinion is incorrect, our opinion might
be adversely affected and may not be relied upon.

This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including any
amendments to the Registration Statement. This opinion may not be relied upon
for any other purpose, and may not be made available to any other person,
without our prior written consent.

Very truly yours,

BROBECK, PHLEGER & HARRISON LLP

<PAGE>

EXHIBIT 8.2

, 1999

Market Guide Inc.
2001 Marcus Avenue
Suite S200
Lake Success, New York 10042-1011

Ladies and Gentleman:

We have acted as special counsel to Market Guide Inc. ("Market Guide") in
connection with the preparation of the Registration Statement on Form S-4 (file
no. 33- ) (the "Registration Statement") of Multex.com, Inc. ("Multex"),
relating to the proposed merger of a wholly-owned subsidiary of Multex ("Merger
Sub") with and into the Company. In that connection, we have prepared the
section entitled "Certain Federal Income Tax Considerations" contained in the
Joint Proxy Statement/Prospectus forming a part of the Registration Statement
(the "Joint Proxy Statement/Prospectus"). Capitalized terms used herein without
definition have the meaning ascribed to those terms in the Registration
Statement.

Our opinion is based on the provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), Treasury Regulations promulgated thereunder, judicial
authority and current administrative rulings and practice, all as of the date
of this letter, and all of which may change at any time. We have also examined
copies of the Merger Agreement, the Registration Statement, and other records
and documents that we have deemed necessary for the purpose of this opinion.

Based upon the foregoing, it is our opinion that the above-referenced section
of the Joint Proxy Statement/Prospectus, based upon the assumptions contained
therein (including the accuracy of certain representations to be provided by
Multex, Market Guide and certain shareholders of Market Guide as of the Closing
Date), provides an accurate discussion of the material Federal income tax
consequences of the Merger and the transactions related thereto.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, which is being filed with the Securities and Exchange
Commission and to the reference to us in the Joint Proxy Statement/Prospectus
included as part of the Registration Statement.

Very truly yours,

Willkie Farr & Gallagher

<PAGE>

Exhibit 10.5(b)

MULTEX SYSTEMS, INC.
1999 STOCK OPTION PLAN
----------------------

AMENDED AND RESTATED AS OF AUGUST 16, 1999
------------------------------------------

ARTICLE ONE

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

I. PURPOSE OF THE PLAN

This 1999 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.
<PAGE>

III. ADMINISTRATION OF THE PLAN

A. 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.
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. 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. 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.

2
<PAGE>

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.

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 Five
Million Nine Hundred Eleven Thousand Three Hundred and Seventy Five (5,911,375)
shares. Such authorized share reserve consists of (i) the Three Million Four
Hundred Eleven Thousand Three Hundred Seventy Five (3,411,375) shares which were
transferred from the Predecessor Plan to this Plan on the Plan Effective Date,
including the shares subject to the outstanding option grants under the
Predecessor Plan which were transferred to this Plan and the additional shares
of Common Stock which were available for future grant under the Predecessor Plan
as of the Plan Effective Date, plus (ii) an additional increase of Two Million
Five Hundred Thousand (2,500,000) shares authorized by the Board on August 16,
1999 subject to stockholder approval at the Special Meeting to be held on
September 22, 1999.

3
<PAGE>

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 Seven Hundred Fifty Thousand (750,000)
shares.

C. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than Three Hundred Seventy Five Thousand (375,000) shares of Common Stock
in the aggregate per calendar year, beginning with the 1999 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 maximum 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 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, (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, (iv) the number and/or class of
securities and the exercise price per share in effect under each outstanding
option under the Plan and (v) the number and/or class of securities and price
per share in effect under each outstanding option

4
<PAGE>

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.

5
<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.

6
<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.

7
<PAGE>

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 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 the laws of inheritance
following the Optionee's death or (to the extent permissible under the Plan) by
properly-filed Beneficiary designation. 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 family or to a
trust established primarily for Optionee and/or one or more such family members
or to Optionee's former spouse. 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.

8
<PAGE>

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 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 or otherwise continued in effect 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, (iii)
the maximum 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 and (iv) 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.

9
<PAGE>

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 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.

10
<PAGE>

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.

11
<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.

Stockholder approval of this August 1999 Restatement at the September
1999 Special Stockholders Meeting will constitute pre-approval of each option
subsequently granted pursuant to the express terms of this Salary Investment
Option Grant Program and the subsequent exercise of that option in accordance
with its terms.

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):

12
<PAGE>

X = A / (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

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

13
<PAGE>

distribution shall be paid within five (5) days following the surrender of the
option to the Corporation. The Primary Committee shall, at the time each option
is granted under the Salary Investment Option Grant Program, pre-approve any
subsequent surrender of that option in accordance with the terms of this
Paragraph B. Accordingly, no further approval of the Primary Committee or the
Board shall be required at the time of the actual option surrender and cash
distribution.

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.

14
<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.

15
<PAGE>

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 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.

16
<PAGE>

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.

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.

17
<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 Twelve Thousand (12,000) 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 Twelve Thousand (12,000) 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 Three
Thousand Seven Hundred Fifty (3,750) 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.

Stockholder approval of this August 1999 Restatement at the September
1999 Special Stockholders Meeting shall constitute pre-approval of each option
granted after that Special Meeting pursuant to the express terms of this
Automatic Option Grant Program and the subsequent exercise of that option in
accordance with its terms.

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.

18
<PAGE>

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 Twelve Thousand (12,000)-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 year of Board service over the four (4)-year period measured
from the grant date. Each annual Three Thousand Seven Hundred Fifty (3,750)-
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.

19
<PAGE>

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.

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. No approval of the Board or any
Plan Administrator shall be required at the time of the actual option surrender
and cash distribution.

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.

20
<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 (less the par value of
those 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 Withholding Taxes to which such holders may become subject 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:

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 Withholding
Taxes (not to exceed one hundred percent (100%)) designated by the holder.

21
<PAGE>

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 Withholding
Taxes) with an aggregate Fair Market Value equal to the percentage of the
Withholding Taxes (not to exceed one hundred percent (100%)) designated by the
holder.

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. This August 1999 Restatement is subject to stockholder approval at
the September 1999 Special Stockholders Meeting, and no option grants made on
the basis of the share increase authorized under the August 1999 Restatement
shall become exercisable in whole or in part unless and until the 1999
Restatement is approved by the stockholders. Should such stockholder approval
not be obtained at the September 1999 Special Stockholders Meeting, then each
option grant made pursuant to the share increase authorized by the August 1999
Restatement shall terminate and cease to remain outstanding, and no further
option grants shall be made on the basis of that share increase. However, the
provisions of the Plan as in effect immediately prior to the August 1999
Restatement shall remain in effect, and option grants may

22
<PAGE>

thereafter continue to be made pursuant to those provisions of the Plan. All
option grants made prior to the August 1999 Restatement shall remain outstanding
in accordance with the terms and conditions of the respective instruments
evidencing those options or issuances, and nothing in the August 1999
Restatement shall be deemed to modify or in any way affect those outstanding
options or issuances. Subject to the foregoing limitations, the Plan
Administrator may make option grants under the Plan at any time before the date
fixed herein for the termination of the Plan.

E. The Plan shall terminate upon the earliest of (i) January 26,
--------
2009, (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 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.

23
<PAGE>

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.

24
<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 Article Five of the Plan.

B. Beneficiary shall mean, in the event the Plan Administrator
-----------
implements a beneficiary designation procedure, the person 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 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
inheritance.

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.

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 Article Two of 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. 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 Code Section 422.

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.

A-3
<PAGE>

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).

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 Code Section 422.

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 1999 Stock Option Plan, as set
----
forth in this document.

A-4
<PAGE>

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 January 27, 1999, the date on which
-------------------
the Plan was adopted by the Board.

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.

A-5
<PAGE>

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. 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).

LL. Underwriting Agreement shall mean the agreement between the
----------------------
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

MM. Underwriting Date shall mean the date on which the Underwriting
-----------------
Agreement is executed and priced in connection with an initial public offering
of the Common Stock.

KK. Withholding Taxes shall mean the Federal, state and local income
-----------------
and employment withholding taxes to which the holder of Non-Statutory Options or
unvested shares of Common Stock becomes subject in connection with the exercise
of those options or the vesting of those shares.

A-6

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 29, 1999, except for Note 14, as to which
the date is March 9, 1999, included in the Joint Proxy Statement/Prospectus of
Multex.com, Inc. that is made a part of this Registration Statement on Form S-
4.

/s/ ERNST & YOUNG LLP
Ernst & Young LLP

New York, New York
August 13, 1999

<PAGE>

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated April 23, 1999, included in the Joint Proxy
Statement/Prospectus of Market Guide Inc. that is made a part of this
Registration Statement on Form S-4.

/s/ ERNST & YOUNG LLP
Ernst & Young LLP

New York, New York
August 13, 1999

<PAGE>

Exhibit 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated May 18, 1998 except to Note C and J as to which the date
is April 27, 1999, included in the Joint Proxy Statement/Prospectus of Market
Guide Inc. that is made a part of this Registration Statement on form S-4.

/s/ Zerbo, McKiernan & Zambito
Zerbo, McKiernan & Zambito, L.L.C.
August 17, 1999

<PAGE>

EXHIBIT 99.1

CONSENT OF BANCBOSTON ROBERTSON STEPHENS INC.

We hereby consent to the inclusion of and reference to our opinion dated June
22, 1999 to the Board of Directors of Multex.com, Inc. ("Multex") in the
Registration Statement on Form S-4 (the "Registration Statement") of Multex,
covering common stock of Multex to be issued in connection with the proposed
business combination involving Multex and Market Guide. In giving the foregoing
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended
(the "Securities Act"), or the rules and regulations promulgated thereunder,
nor do we admit that we are experts with respect to any part of the
Registration Statement within the meaning of the term "experts" as used in the
Securities Act or the rules and regulations promulgated thereunder.

/s/ BancBoston Robertson Stephens
Inc.
-------------------------------------
BancBoston Robertson Stephens Inc.

San Francisco, California
August 12, 1999

<PAGE>

EXHIBIT 99.2

CONSENT OF DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

We hereby consent to (i) the inclusion of our opinion letter, dated as of
June 22, 1999, to the Board of Directors of Market Guide Inc. (the "Company")
as Appendix V to the Joint Proxy Statement/Prospectus of the Company and
Multex.com, Inc. relating to the proposed merger between the Company and
Multex.com, Inc., and (ii) all references to DLJ in the section captioned "The
Merger--Opinions of Financial Advisors--Market Guide" of the Joint Proxy
Statement/Prospectus which forms a part of this Registration Statement on Form
S-4. In giving such consent, we do not admit that we come within the category
of persons whose consent is required under, and we do not admit that we are
"experts" for purposes of, the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

Donaldson, Lufkin & Jenrette
Securities Corporation

By: /s/ Burke Smith
----------------------------------
Burke Smith
Vice President

New York, New York
August 17, 1999

<PAGE>

Exhibit 99.3

MULTEX.COM, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS SEPTEMBER 22, 1999
(This Proxy is solicited by the Board of Directors of the Company)

The undersigned stockholder of Multex.com, Inc. hereby appoints Isaak Karaev and
Philip Scheps, and each of them, with full power of substitution, proxies to
vote the shares of stock which the undersigned could vote if personally present
at the Special Meeting of Stockholders of Multex.com, Inc. to be held at 10:00
a.m., local time, on September 22, 1999, at the offices of Multex.com, Inc., 100
William Street, 6th floor, New York, New York.

CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE
<PAGE>

[X] Please mark your
votes as in this
example using
dark ink only

FOR AGAINST ABSTAIN

1. Approval of the issuance of shares of common [ ] [ ] [ ]
stock pursuant to the merger agreement among
Multex.com, Inc., Market Guide Inc. and
Merengue Acquisition Corp.

2. Approval of an amendment to Multex.com's [ ] [ ] [ ]
Certificate of Incorporation to increase the size
of Multex.com's Board of Directors from a
maximum of seven directors to a maximum of
eleven directors

3. Approval of an amendment to the Multex.com [ ] [ ] [ ]
1999 Stock Option Plan to increase the number of
shares of Multex.com common stock reserved for
issuance under such plan by an additional
2,500,000 shares

4. In their discretion upon such other matters as [ ] [ ] [ ]
may properly come before the meeting

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1, FOR
PROPOSAL 2, FOR PROPOSAL 3 AND FOR PROPOSAL 4

- ---------------------------- ----------------------------- Dated:___________
Name(s) of Stockholder Signature(s) of Stockholder

Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each stockholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the stockholder is a corporation, please sign
full corporate name by an authorized officer. If the stockholder is a
partnership, please sign full partnership name by an authorized person.

<PAGE>

Exhibit 99.4
MARKET GUIDE INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS SEPTEMBER 22, 1999
(This Proxy is solicited by the Board of Directors of the Company)

The undersigned shareholder of Market Guide Inc. hereby appoints
Homi Byramji and Jeffrey Geisenheimer, and each of them, with full power
of substitution, proxies to vote the shares of stock which the undersigned could
vote if personally present at the Special Meeting of Shareholders of Market
Guide Inc. to be held at 10:00 a.m., local time, on September 22, 1999, at the
Adria Hotel & Conference Center, 220-33 Northern Boulevard, Bayside, New York.

CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE
<PAGE>

[X] Please mark your
votes as in this
example using
dark ink only

FOR AGAINST ABSTAIN
1. Approval and adoption of the merger [ ] [ ] [ ]
agreement among Multex.com, Inc., Market
Guide Inc. and Merengue Acquisition Corp.

2. In their discretion upon such other matters as [ ] [ ] [ ]
may properly come before the meeting

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND FOR
PROPOSAL 2.

- ----------------------------- ----------------------------- Dated:___________
Name(s) of Shareholder Signature(s) of Shareholder

Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each shareholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the shareholder is a corporation, please sign
full corporate name by an authorized officer. If the shareholder is a
partnership, please sign full partnership name by an authorized person.