MULTEX COM INC
S-8, EX-99.5, 2000-09-18
COMPUTER PROCESSING & DATA PREPARATION
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                                                                    EXHIBIT 99.5

                               MULTEX.COM, INC.
                              OPTION CERTIFICATE
                               (Non-Assignable)



     Dated: ________________                 Number of Shares__________________
     Certificate No.: ______ Purchasable


                          TO PURCHASE COMMON STOCK OF
                               MULTEX.COM, INC.


          THIS CERTIFIES THAT ______________is hereby granted the option to
purchase the number of fully paid and non-assessable shares of Common Stock, par
value $.01 per share, of MULTEX.COM, INC., a Delaware corporation (hereinafter
called the "Company"), set forth below upon and subject to the following terms
and conditions:

          This option shall expire ____________ (hereinafter called the
"expiration date").

          This option and all rights hereunder shall be non-assignable and
nontransferable, except to the extent that the estate of the holder in the event
of his death may be permitted to exercise them as hereinafter set forth.

     Number of Shares Subject to Option: ____________
     Option Price Per Share and
     Market Value of Common Stock: $

     Date of Grant:
     Exercise Schedule:

          This option is not intended to be an Incentive Stock Option within the
meaning of Section 422 of the Internal Revenue Code as amended, and regulations
issued thereunder to purchase from the Company the number of shares of Common
Stock, at the purchase price per share, and on the schedule, all asset forth
above.

          This option may be exercised from time to time only by delivery to the
President of the Company or an officer appointed by the President, of this
option certificate with appropriate notation and duly signed by the holder on
the last page hereof together with the Purchase Price of the stock purchased
pursuant to the exercise of the option, provided, however, that this option may
not be exercised at anytime when this option or the granting or exercise thereof
violates any law or governmental order or regulation.

          Payment for the stock purchased pursuant to any exercise of this
option shall be made in full at the time of such exercise, in cash or by check
payable to the order of the Company.
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          To the extent that this option shall not have been exercised in full
prior to the termination or expiration date, whichever shall be sooner, it shall
terminate and become void and of no effect.

          If, prior to the complete exercise of this option, there shall be
declared and paid a stock dividend upon the Common Stock of the Company, or if
such stock shall be split-up, combined, converted, exchanged, re-classified, or
in any way substituted for, this option, to the extent that it has not been
exercised, shall entitle the holder upon the future exercise of this option, to
such number and kind of securities or other property, subject to the terms of
the option, to which the holder would have been entitled had he actually owned
the stock as to which the option is then exercised at the time of the occurrence
of such stock dividend, split-up, combination, conversion, exchange,
reclassification or substitution and the aggregate purchase price upon the
future exercise of the option shall be the same as if shares of Common Stock of
the Company originally optioned were being purchased as provided herein,
provided that no fractions shall be issued and the aggregate purchase price
shall be appropriately reduced on account of any fractions not so issued.

          The holder of an option shall have none of the rights or privileges of
a shareholder of the Company in respect of any of the shares of Common Stock
issuable on exercise of the Option, unless and until the purchase price has been
paid in full.

                                       2
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          IN WITNESS WHEREOF, the undersigned officers of the Company, thereunto
duly authorized, have executed this certificate as of the day and year first
above written.


                                    MULTEX.COM, INC.



                                    By:________________________

Attest: ________________________
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                              NOTICE OF EXERCISE



          I hereby exercise this option to purchase __________ of the shares
covered hereby.



                                    _______________________________

                                    ________________________, Holder

Dated:


YOUR OPTION CERTIFICATE MUST BE DELIVERED TO THE COMPANY UPON EXERCISE FOR
NOTATION AS TO PARTIAL EXERCISE OR FOR CANCELLATION WHEN ALL SHARES ARE
EXERCISED.


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